YtheWait
1. Contractual Relationship

These Terms of Use (“Terms”) govern the access or use by you, an individual, from within any country in the world (excluding the United States and its territories and possessions and Mainland China) of applications, websites, content, products, and services (the “Services”) made available by Y the Wait B.V., a private limited liability company established in the Netherlands, having its offices at Rivium 4e Straat 3 2909 LJ Capelle aan den IJssel, the Netherlands, registered at the Trade Register of the Chamber of Commerce under number 75300729 (“YTW”).

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.

Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and YTW. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. YTW may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Services.

Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

YTW may amend the Terms related to the Services from time to time. Amendments will be effective upon YTW’s posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

Our collection and use of personal information in connection with the Services is as provided in YTW’s Privacy Policy located at https://www.ythewait.com/legal. YTW may provide to a claims processor or an insurer any necessary information (including your contact information) if there is a complaint, dispute or conflict, involving you and a Third Party Provider and such information or data is necessary to resolve the complaint, dispute or conflict.

2. The Services

The Services constitute a technology platform that enables users of YTW’s mobile applications or websites provided as part of the Services (each, an “Application”) to arrange and schedule logistics services with independent third party providers of such services, including independent third party logistics providers under agreement with YTW or certain of YTW’s affiliates (“Third Party Providers”). Unless otherwise agreed by YTW in a separate written agreement with you, the Services are made available solely for your personal, non-commercial use.

YOU ACKNOWLEDGE THAT YTW DOES NOT PROVIDE LOGISTICS SERVICES AND THAT ALL SUCH LOGISTICS SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY YTW OR ANY OF ITS AFFILIATES.

License:

Subject to your compliance with these Terms, YTW grants you a limited, non-exclusive, non-sub licensable, revocable, non-transferrable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, non-commercial use. Any rights not expressly granted herein are reserved by YTW and YTW’s licensors.

Restrictions:

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by YTW; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

Provision of the Services:

You acknowledge that portions of the Services may be made available under YTW’s various brands or request options associated with logistics. You also acknowledge that the Services may be made available under such brands or request options by or in connection with: (i) certain of YTW’s subsidiaries and affiliates; or (ii) independent Third Party Providers.

Third Party Services and Content:

The Services may be made available or accessed in connection with third party services and content (including advertising) that YTW does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. YTW does not endorse such third party services and content and in no event shall YTW be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited and/or their applicable international subsidiaries and affiliates will be third-party beneficiaries to this contract if you access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary’s terms of service.

Ownership:

The Services and all rights therein are and shall remain YTW’s property or the property of YTW’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner YTW’s company names, logos, product and service names, trademarks or services marks or those of YTW’s licensors.

3. Your Use of the Services
User Accounts:

In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to YTW certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or YTW’s termination of these Terms with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by YTW in writing, you may only possess one Account.

User Requirements and Conduct:

The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive logistics services from Third Party Providers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes (e.g., no transport of unlawful or hazardous materials). You will not, in your use of the Services, cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.

Text Messaging:

By creating an Account, you agree that the Services may send you text (SMS) messages as part of the normal business operation of your use of the Services. You may opt-out of receiving text (SMS) messages from YTW at any time by following the directions found at htttp://t.ythewait.com/SMS-unsubscribe. You acknowledge that opting out of receiving text (SMS) messages may impact your use of the Services.

Promotional Codes:

YTW may, in YTW’s sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider’s services, subject to any additional terms that YTW establishes on a per promotional code basis (“Promo Codes”). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by YTW; (iii) may be disabled by YTW at any time for any reason without liability to YTW; (iv) may only be used pursuant to the specific terms that YTW establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. YTW reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that YTW determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.

User Provided Content:

YTW may, in YTW’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to YTW through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to YTW, you grant YTW a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and YTW’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant YTW the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor YTW’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libellous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by YTW in its sole discretion, whether or not such material may be protected by law. YTW may, but shall not be obligated to, review, monitor, or remove User Content, at YTW’s sole discretion and at any time and for any reason, without notice to you.

Network Access and Devices:

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device and you shall be responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. YTW does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

4. Payment

You understand that use of the Services may result in charges to you for the services or goods you receive from a Third Party Provider (“Charges “). After you have received services or goods obtained through your use of the Service, YTW will facilitate your payment of the applicable Charges on behalf of the Third Party Provider as such Third Party Provider’s limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by YTW. You retain the right to request lower Charges from a Third Party Provider for services or goods received by you from such Third Party Provider at the time you receive such services or goods. YTW will respond accordingly to any request from a Third Party Provider to modify the Charges for a particular service or good.

All Charges are due immediately and payment will be facilitated by YTW using the preferred payment method designated in your Account, after which YTW will send you a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that YTW may, as the Third Party Provider’s limited payment collection agent, use a secondary payment method in your Account, if available.

As between you and YTW, YTW reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in YTW’s sole discretion. YTW may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for services or goods from a Third Party Provider at any time prior to such third Party Provider’s arrival, in which case you may be charged a cancellation fee.

This payment structure is intended to fully compensate the Third Party Provider for the services or goods provided. YTW does not designate any portion of your payment as a tip or gratuity to the Third Party Provider. Any representation by YTW (on YTW’s website, in the Application, or in YTW’s marketing materials) to the effect that tipping is “voluntary,” “not required,” and/or “included” in the payments you make for services or goods provided is not intended to suggest that YTW provides any additional amounts, beyond those described above, to the Third Party Provider. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third Party Provider who provides you with services or goods obtained through the Service, you are under no obligation to do so. Gratuities are voluntary. After you have received services or goods obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback about your Third Party Provider.

For greater clarity, payment by Customers for products, goods and/or services is received at YTW’s accounts through an Electronic Money Institution and is currently being processed by Y the Wait Financial Services Ltd., a limited liability company incorporated and existing under the laws of Canada, having its registered office at 9322 Jasper Avenue, Edmonton, Alberta, Canada T5H 3T5. Electronic Money Institutions are authorized to provide regulated payment services in all the jurisdictions and territories in which YTW and its affiliates operates and are in compliance with the current legislation applicable to payment services for Platforms such as YTW and its affiliates. Cross- border surcharges may be applicable. If you have any questions regarding the payment gateway used by YTW and its affiliates, you may ask them by contacting our customer care team by the means made at your disposal through the YTW Platform.

5. Disclaimers, Limitation of Liability, Indemnity
DISCLAIMER

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YTW DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

IN ADDITION, YTW MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YTW DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

LIMITATION OF LIABILITY

YTW SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE. OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF YTW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YTW SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF YTW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YTW SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND YTW’S REASONABLE CONTROL. IN NO EVENT SHALL YTW’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THREE HUNDRED EUROS (€300).

YTW’S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE GOODS OR LOGISTICS SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT YTW HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY GOODS OR LOGISTICS SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION 5 DO NOT PURPORT TO LIMIT, LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW

Indemnity

You agree to indemnify and hold YTW and its officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) YTW’s use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.

6. Governing Law; Arbitration

Except as otherwise set forth in these Terms, these Terms shall be exclusively governed by and construed in accordance with the laws of The Netherlands, excluding its rules on conflicts of laws. The Vienna Convention on the International Sale of Goods of 1980 (CISG) shall not apply. Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Services or these Terms, including those relating to its validity, its construction or its enforceability (any “Dispute”) shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules’ Emergency Arbitrator provisions are excluded. The Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of both mediation and arbitration shall be Amsterdam, The Netherlands, without prejudice to any rights you may have under Article 18 of the Brussels I bis Regulation (OJ EU 2012 L351/1) and/or Article 6:236n of the Dutch Civil Code. The language of the mediation and/or arbitration shall be English, unless you do not speak English, in which case the mediation and/or arbitration shall be conducted in both English and your native language. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the International Chamber of Commerce, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

7. Other Provisions
Claims of Copyright Infringement:

Claims of copyright infringement should be sent to YTW’s designated agent. Please visit YTW’s web page at https://www.ythewait.com/legal for the designated address and additional information.

Notice:

YTW may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to YTW by written communication to YTW’s address at Rivium 4e Straat 3 2909 LJ Capelle aan den IJssel, the Netherlands.

General:

You may not assign or transfer these Terms in whole or in part without YTW’s prior written approval. You give your approval to YTW for it to assign or transfer these Terms in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of YTW’s equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, YTW or any Third Party Provider as a result of the contract between you and YTW or use of the Services.

If any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of these Terms. These Terms constitute the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In these Terms, the words “including” and “include” mean “including, but not limited to.”

1. Contractual Relationship

These Terms of Use (“Terms”) govern your access or use, from within the United States and its territories and possessions, of the applications, websites, content, products, and services (the “Services,” as more fully defined below in Section 3) made available in the United States and its territories and possessions by Y the Wait, Inc. and its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, “YTW”). PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND YTW. In these Terms, the words “including” and “include” mean “including, but not limited to.”

By accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. YTW may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH YTW ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

Supplemental terms may apply to certain Services, such as policies for a particular event, program, activity or promotion, and such supplemental terms will be disclosed to you in separate region-specific disclosures (e.g., a particular city webpage on ythewait.com) or in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

YTW may amend the Terms from time to time. Amendments will be effective upon YTW’s posting of such updated Terms at this location or in the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting confirms your consent to be bound by the Terms, as amended. If YTW changes these Terms after the date you first agreed to the Terms (or to any subsequent changes to these Terms), you may reject any such change by providing YTW written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Effective” date above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process, c/o Y The Wait, Inc. (the name and current contact information for the registered agent in each state are available online here), or (b) by email from the email address associated with your Account to: change@ythewait.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to these Terms. By rejecting changes, you are agreeing that you will continue to be bound by the provisions of these Terms as of the date you first agreed to the Terms (or to any subsequent changes to these Terms).

YTW’s collection and use of personal information in connection with the Services is described in YTW’s Privacy Statements located at www.ythewait.com/privacy-policy.

2. Arbitration Agreement

By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against YTW on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against YTW, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against YTW by someone else.

Agreement to Binding Arbitration Between You and YTW.

You and YTW agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and YTW, and not in a court of law.

You acknowledge and agree that you and YTW are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and YTW otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and YTW each retain the right to bring an individual action in small claims court and 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.

Rules and Governing Law:

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.

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 this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration 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 AAA Rules shall pre-empt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Nevada.

Process:

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration – Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1- 800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of Nevada and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

Location and Procedure:

Unless you and YTW otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and YTW submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision:

The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.

Fees:

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

Changes:

Notwithstanding the provisions in Section 1 above, regarding consent to be bound by amendments to these Terms, if YTW changes this Arbitration Agreement after the date you first agreed to the Terms (or to any subsequent changes to the Terms), you may reject any such change by providing YTW written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Effective” date above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process, c/o Y The Wait, Inc. (the name and current contact information for the registered agent in each state are available online here), or (b) by email from the email address associated with your Account to: change@ythewait.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and YTW in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Terms (or to any subsequent changes to the Terms).

Severability and Survival:

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

3. The Services

The Services comprise mobile applications and related services (each, an “Application”), which enable users to arrange and schedule logistics and/or delivery services and/or to purchase certain goods, including with third party providers of such services and goods under agreement with YTW or certain of YTW’s affiliates (“Third Party Providers”). In certain instances the Services may also include an option to receive logistics and/or delivery services for an upfront price, subject to acceptance by the respective Third Party Providers. Unless otherwise agreed by YTW in a separate written agreement with you, the Services are made available solely for your personal, non-commercial use.

YOU ACKNOWLEDGE THAT YOUR ABILITY TO OBTAIN LOGISTICS AND/OR DELIVERY SERVICES THROUGH THE USE OF THE SERVICES DOES NOT ESTABLISH YTW AS A PROVIDER OF LOGISTICS OR DELIVERY SERVICES.

License:

Subject to your compliance with these Terms, YTW grants you a limited, non-exclusive, non-sub licensable, revocable, non-transferable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, non-commercial use. Any rights not expressly granted herein are reserved by YTW and YTW’s licensors.

Restrictions:

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by YTW; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

Provision of the Services:

You acknowledge that portions of the Services may be made available under YTW’s various brands or request options associated with logistics. You also acknowledge that the Services may be made available under such brands or request options by or in connection with: (i) certain of YTW’s subsidiaries and affiliates; or (ii) independent Third Party Providers.

Third Party Services and Content:

The Services may be made available or accessed in connection with third party services and content (including advertising) that YTW does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. YTW does not endorse such third party services and content and in no event shall YTW be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited will be a third-party beneficiary to this contract if you access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary’s terms of service.

Ownership:

The Services and all rights therein are and shall remain YTW’s property or the property of YTW’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner YTW’s company names, logos, product and service names, trademarks or services marks or those of YTW’s licensors.

4. Access and Use of the Services
User Accounts:

In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account, unless a specific Service permits otherwise. Account registration requires you to submit to YTW certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method supported by YTW. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use the Services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by YTW in writing, you may only possess one Account.

User Requirements and Conduct:

The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive logistics services from Third Party Providers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when accessing or using the Services, and you may only access or use the Services for lawful purposes (e.g., no transport of unlawful or hazardous materials). You may not in your access or use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances you may be asked to provide proof of identity or other method of identity verification to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity or other method of identity verification.

Text Messaging and Telephone Calls:

You agree that YTW may contact you by telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with an YTW account, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any property, goods or services. You also understand that you may opt out of receiving text messages from YTW at any time, either by texting the word “STOP” to _____________ using the mobile device that is receiving the messages, or by contacting help.ythewait.com. If you do not choose to opt out, YTW may contact you as outlined in its User Privacy Statement, located at www.ythewait.com/privacy-policy.

User Provided Content:

YTW may, in YTW’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to YTW through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property.

However, by providing User Content to YTW, you grant YTW a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and YTW’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant YTW the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor YTW’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by YTW in its sole discretion, whether or not such material may be protected by law. YTW may, but shall not be obligated to, review, monitor, or remove User Content, at YTW’s sole discretion and at any time and for any reason, without notice to you.

Network Access and Devices:

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. YTW does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

5. Payment

You understand that use of the Services may result in charges to you for the services or goods you receive (“Charges”). YTW will receive and/or enable your payment of the applicable Charges for services or goods obtained through your use of the Services. Charges will be inclusive of applicable taxes where required by law. Charges may include other applicable fees and/or surcharges.

All Charges and payments will be enabled by YTW using the preferred payment method designated in your Account, after which you will receive a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that YTW may use a secondary payment method in your Account, if available. Charges paid by you are final and non-refundable, unless otherwise determined by YTW.

As between you and YTW, YTW reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in YTW’s sole discretion. YTW may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for Services at any time prior to the commencement of such Services, in which case you may be charged a cancellation fee on a Third Party Provider’s behalf. After you have received services or goods obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback. YTW may use the proceeds of any Charges for any purpose, subject to any payment obligations it has agreed to with any Third Party Providers or other third parties.

In certain cases, with respect to Third Party Providers, Charges you incur will be owed directly to Third Party Providers, and YTW will collect payment of those charges from you, on the Third Party Provider’s behalf as their limited payment collection agent, and payment of the Charges shall be considered the same as payment made directly by you to the Third Party Provider. In such cases, you retain the right to request lower Charges from a Third Party Provider for services or goods received by you from such Third Party Provider at the time you receive such services or goods, and Charges you incur will be owed to the Third Party Provider. YTW will respond accordingly to any request from a Third Party Provider to modify the Charges for a particular service or good. This payment structure is intended to fully compensate a Third Party Provider, if applicable, for the services or goods obtained in connection with your use of the Services. In all other cases, Charges you incur will be owed and paid directly to YTW or its affiliates, where YTW is solely liable for any obligations to Third Party Providers. In such cases, you retain the right to request lower Charges from YTW for services or goods received by you from a Third Party Provider at the time you receive such services or goods, and YTW will respond accordingly to any request from you to modify the Charges for a particular service or good. YTW does not designate any portion of your payment as a tip or gratuity to a Third Party Provider. Any representation by YTW (on YTW’s website, in the Application, or in YTW’s marketing materials) to the effect that tipping is “voluntary,” “not required,” and/or “included” in the payments you make for services or goods provided is not intended to suggest that YTW provides any additional amounts, beyond those described above, to a Third Party Provider you may use. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third Party Provider who provides you with services or goods obtained through the Service, you are under no obligation to do so. Gratuities are voluntary.

For greater clarity, payment by Customers for products, goods and/or services is received at YTW’s accounts through an Electronic Money Institution and is currently being processed by Y the Wait Financial Services Ltd., a limited liability company incorporated and existing under the laws of Canada, having its registered office at 9322 Jasper Avenue, Edmonton, Alberta, Canada T5H 3T5. Electronic Money Institutions are authorized to provide regulated payment services in all the jurisdictions and territories in which YTW and its affiliates operates and are in compliance with the current legislation applicable to payment services for Platforms such as YTW and its affiliates. Cross- border surcharges may be applicable. If you have any questions regarding the payment gateway used by YTW and its affiliates, you may ask them by contacting our customer care team by the means made at your disposal through the YTW Platform.

6. Disclaimers, Limitation of Liability, Indemnity
DISCLAIMER:

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YTW DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-NFRINGEMENT. IN ADDITION, YTW MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YTW DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

LIMITATION OF LIABILITY:

YTW SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF YTW, EVEN IF YTW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YTW SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF YTW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YTW SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND YTW’S REASONABLE CONTROL.

THE SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE GOODS, OR LOGISTICS SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT YTW HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY GOODS OR LOGISTICS SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, YTW’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON YTW’S CHOICE OF LAW PROVISION SET FORTH BELOW.

Indemnity:

You agree to indemnify and hold YTW and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) YTW’s use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.

7. Other Provisions
Choice of Law:

These Terms are governed by and construed in accordance with the laws of the State of Nevada, U.S.A., without giving effect to any conflict of law principles, except as may be otherwise provided in the Arbitration Agreement above or in supplemental terms applicable to your region. However, the choice of law provision regarding the interpretation of these Terms is not intended to create any other substantive right to non-Nevada residents to assert claims under Nevada law whether that be by statute, common law, or otherwise. These provisions, and except as otherwise provided in Section 2 of these Terms, are only intended to specify the use of Nevada law to interpret these Terms and the forum for disputes asserting a breach of these Terms, and these provisions shall not be interpreted as generally extending California law to you if you do not otherwise reside in Nevada. The foregoing choice of law and forum selection provisions do not apply to the arbitration clause in Section 2 or to any arbitrable disputes as defined therein. Instead, as described in Section 2, the Federal Arbitration Act shall apply to any such disputes.

Claims of Copyright Infringement:

Claims of copyright infringement should be sent to YTW’s designated agent. Please visit YTW’s web page at https://www.ythewait.com/legal/intellectualproperty/copyright/global for the designated address and additional information

Notice:

YTW may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to YTW, with such notice deemed given when received by YTW, at any time by first class mail or pre-paid post to our registered agent for service of process, c/o Y The Wait, Inc. The name and current contact information for the registered agent in each state are available online here.

General:

You may not assign these Terms without YTW’s prior written approval. YTW may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of YTW’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, YTW or any Third Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. YTW’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by YTW in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Agreement of these Terms.

Legal

Y the Wait Financial Services Ltd. Merchant Terms and Conditions

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE OR (2) EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, MERCHANT AGREES TO THE TERMS OF THIS AGREEMENT.

IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERM "MERCHANT" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

SECTION 17 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT THE PARTIES HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING WITHOUT LIMITATION A MANDATORY ARBITRATION PROVISION.

Last updated: March 26 th , 2020

Version 1.0

1. INCORPORATION

These Y the Wait Financial Services Ltd. Merchant Terms and Conditions ("Terms") are expressly incorporated into and made a part of the Y the Wait Order Form (“Order Form”) (the Order Form and these Terms, collectively, “Agreement”) between you (“you” or “Merchant”) and Y the Wait Financial Services Ltd., a private limited liability company incorporated and existing under the laws of Canada, having its registered office at 9233 Jasper Avenue, Edmonton, Alberta Canada T5H 3T5, acting for itself and on behalf of any legal person or person who directly or indirectly controls, is controlled by or falls under the control or joint control of Y the Wait Ltd. (collectively “YTW” or “Company”). This Agreement shall govern the provision of YTW Services (as defined below) within Canada and its territories and possessions (excluding the United States and its territories and possessions, Mainland China and any other country in the world). PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND YTW.

2. SERVICES
2.1 Items and Services

YTW and its affiliates make available certain proprietary technology services that facilitate the marketing, sale and fulfillment of orders including but not limited to orders for food, beverages and other products and services ("Items") from Merchant to Customers (as defined below), including on-demand lead generation, payment processing, marketing, advertising and promotional services,proprietary information services, onboarding, operational and other support services (“YTW Services”).

2.2 Merchant Technology

In connection with the YTW Services, YTW and its affiliates may also make available to Merchant a website, mobile application or other technology interface for Merchant to access and use the YTW Services (collectively, the "YTW Tools"), which may include YTW’s and its affiliates’ proprietary technology platform referred to as Merchant Manager, through which insights and analytics regarding Merchant’s performance and history using the YTW Services are provided, and YTW and its affiliates’ proprietary technology platform referred to as Merchant Dashboard, through which Merchant may, among other things, receive, accept and fulfill requests for Items from Customers.

2.3 YTW App

YTW and its affiliates may also make available to Customers its proprietary technology that enables Customers to purchase Items from Merchant and request delivery services for said Items from Delivery Partners, if made available (as defined below), who retrieve such Items from Merchant and deliver such Items to such Customers ("YTW App"). Delivery Partners are not made available at this time but if and when they are made available to Merchant, they are independent contractors, and as such, they reserve the right to refuse to accept any Item in their sole discretion. YTW will notify the Merchant in advance if and when Delivery Partners are made available to them.

3. YTW OBLIGATIONS
3.1 YTW Services

Subject to the terms and conditions of this Agreement, YTW and its affiliates will make available the applicable YTW Services to Merchant, solely for use by Merchant at locations that are owned and operated by Merchant (each, a "Location"), as set forth in an Order Form or otherwise agreed to by the parties in writing. In connection with the provision of YTW Services to Merchant, YTW and its affiliates, on behalf of Merchant, may respond to complaints by Merchant’s customers (“Customers”) about Items sold by Merchant via the YTW App. In addition, YTW may make available certain YTW Tools to Merchant, and Merchant may access and use those YTW Tools solely in connection with Merchant’s use of the YTW Services. For the avoidance of doubt, as between Merchant and YTW, YTW will retain sole and absolute control over the YTW App (and all elements of the user experience and user interface relating to the YTW App), including with respect to: (i) the personalization of the YTW App for Customers; (ii) the prioritization and display of options available to Customers; (iii) the search functionality and results provided to Customers; (iv) the order fees charged to Customers for the delivery services provided by Delivery Partners; and (v) adding, removing or otherwise modifying any feature or functionality made available through the YTW App to optimize reliability or efficiency on the YTW App.

3.2 Technology, Not Delivery, Services

For the sake of clarity, neither YTW nor its affiliates provide any delivery services. Rather, YTW provides technology services that both (i) enable Merchant to connect with Customers who may purchase Items from Merchant and (ii) may enable Delivery Partners to seek, receive and fulfill on-demand requests for delivery services by or on behalf of Customers seeking delivery services.Delivery Partners perform their delivery services for (and are paid by) the Customers, and not Merchant. "Delivery Partner" is defined as an independent contractor that intends to seek, receive and fulfill on-demand requests for delivery services using YTW’s proprietary technology under license from YTW or its affiliates.

4. MERCHANT OBLIGATIONS
4.1 Availability of Items

Merchant will make Items available for purchase through the YTW App during its normal business hours. Merchant will prepare, handle and store all Items in accordance with applicable laws and regulations from time to time, including without limitation all laws, rules and regulations governing time or temperature controls required for food safety ("Food Safety Standards") when and if food is being purchased. Merchant will determine any quality, portion, size, ingredient or other criteria that apply to Items (“Criteria”) and Merchant is responsible for ensuring that all Items meet the applicable Criteria. If Merchant fails to prepare Items in accordance with Food Safety Standards or if any Item fails to meet the Criteria (each, a “Substandard Item”), YTW may, in its sole discretion, remove such Item from the YTW App. Items that contain (or may contain) an endangered species may not be made available for purchase through, and will be removed from, the YTW App. Merchant represents and warrants that all nutritional information for Items, including calorie count or allergen information, that is made available through the YTW App is, and at all times will remain, accurate. In addition, Merchant will ensure that the contents of its menu (including any notifications about ingredients, nutritional information, allergen information, etc.) or retail list of items are accurate and comply with all applicable laws and regulations. If an Item contains alcoholic products or other products to which a legal age limit applies, the Merchant is obligated to ask the Customer to identify himself/herself upon delivery or collection in accordance with applicable law. If the Customer cannot identify himself/herself sufficiently or does not meet the minimum age requirements, the Merchant will refuse to make available and/or deliver the products concerned to the Customer.

4.2 Item Responsibility

Merchant acknowledges and agrees that neither YTW nor the Delivery Partner takes title to any Item at any time. Notwithstanding, Merchant shall be responsible for any reimbursement costs related to Customer refunds for Substandard Items or other related issues within Merchant’s control (including any costs associated with retrieving any such Substandard Items or otherwise unsatisfactory Item(s), if applicable)), including by way of example, missing or incomplete Items, Items not cooked thoroughly, and Items not prepared in accordance with Merchant’s internal standards. YTW may, in its sole discretion, deduct reimbursement costs from the payment YTW remits to Merchant in accordance with this Section 4. To the extent required by applicable law, and only for the purpose of the expedited provision of Items, Items are sold to Customers under Merchant’s retail, product and food delivery license privileges. The Merchant is exclusively responsible for handling any and all complaints from Customers about the fulfillment of Agreements.

4.3 Devices

At this time, YTW does not provide or supply a tablet or other mobile device ("Device") to Merchant to use in connection with the availability of Items via the YTW App. Merchant shall be required to provide and supply their own Device to be use in connection with the availability of Items via the YTW App.

4.4 Restrictions

In connection with the access to and use of the YTW Services and YTW Tools, Merchant will not (and will not allow any third party to): (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms used to provide the YTW Services (except to the extent applicable law prohibits reverse engineering restrictions); (ii) provide, lease, lend, disclose, or otherwise use or allow others to use, in each case, for the direct benefit of any third party, the YTW Tools or YTW Services (except as otherwise authorized by YTW); or (iii) 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 any applicable government agency. Merchant will not (and will not allow any third party to) use the YTW Services or any other transactional, operational, performance or other data or information that is related to the sale of Items to Customers through the YTW App to directly or indirectly compete with YTW or its affiliates or the YTW Services. The following restricted Items may not be featured or sold via the YTW App: people or animals of any size, illegal items, dangerous items (like weapons, explosives, flammables, etc.), stolen goods, Items containing endangered species or any items that Merchant does not have permission to send.

5. FEES AND TAXES
5.1 Fees; Calculation

For each Item sold by Merchant via the YTW App, Merchant will pay YTW as follows: the Retail Price (as defined below) of all Items that Merchant sells via the YTW App (excluding any Sales Tax collected on Merchant’s behalf) multiplied by the applicable fee percentage or by the amount assigned for the Sales Channel used to sell each such Item ("Fee"). The Fee applicable for each Item will depend on the Item sold as outlined and stipulated in the YTW Fee chart provided. The Fee does not include any applicable taxes or other fees. YTW will remit to Merchant the total Retail Price collected for all Items Merchant sells via the YTW App (including any Sales Tax and other fees collected on its behalf) less:(a) the applicable retained Fee; and (b) any refunds given to Customers (such final remitted amount being “Item Revenue”). All Item Revenue that is duly owed to Merchant will be remitted within fourteen (14) business days of the sale of the Item. Subject to the foregoing, YTW will typically make such payment on a weekly basis. YTW may unilaterally adjust the Fee or charge additional fees to the Merchant for additional services at any time, in the sole discretion of YTW. If YTW unilaterally adjusts the Fee or charge additional fees, YTW will notify the Merchant in advance of charging a Fee or providing additional services that entail additional fees. YTW has the right to increase the fee percentage or the assigned amount for each Item by 5 additional percentage points or 5 times the assigned amount, respectively, if the Merchant continues to violate these Terms and Conditions after it has been notified by YTW of the breach thereof. The fee percentage or the assigned amount increase will be charged as long as the infringement continues.
All Fees under this Agreement will be paid in the local currency of the applicable country whereby the YTW App is being used in at the time. YTW or its affiliates will deduct the Fee from the payment YTW collects on Merchant’s behalf, as detailed in Section 5.3 below. YTW reserves the right to suspend Merchant’s ability to make Items available for purchase by Customers through the YTW App if Merchant’s account is in arrears. If you are paid for an Item, you are responsible for the Fee even if such Item was not collected or was unable to be delivered for whatever reason. Except as may be expressly agreed in this Agreement, each party will be responsible for its expenses and costs during its performance under this Agreement.

5.2 Retail Prices; Taxes; Other Fees; Pricing

Merchant is responsible for determining and setting the retail price for each Item to be made available for sale via the YTW App ("Retail Price"). Merchant is the “retailer” or “seller” of all Items and is solely responsible for the collection and remittance of all applicable Sales Taxes and other fees.The term “Sales Tax” includes any sales, sellers use, transaction privilege, privilege, general excise, gross receipts, Item taxes and similar transaction taxes. For the sake of clarity, the Retail Price for each Item excludes Sales Tax or any other fees. Merchant is solely responsible for determining all applicable Sales Tax and other fees and identifying and informing YTW of the appropriate Sales Tax and other fee amount for YTW to charge Customers on Merchant’s behalf for Items available on the YTW App. To the extent that applicable Sales Tax and other fees are not determined by Merchant,Merchant expressly authorizes YTW to make such determination on its behalf and Merchant hereby acknowledges and agrees that YTW will have no liability for the accuracy of any such determination.Further, Merchant expressly authorizes YTW, at Merchant’s direction, to collect such Sales Taxes and other fees on Merchant’s behalf. “Marketplace Facilitator” laws may require YTW to collect and remit Sales Taxes directly to the taxing authority. In jurisdictions with Marketplace Facilitator laws in effect (each a “Marketplace Facilitator Jurisdiction” beginning the effective date of such legislation), YTW may determine, as of a date specified by YTW, the amount of applicable Sales Tax which YTW will collect and remit to the taxing authority based on Item descriptions provided by Merchant.

Notwithstanding anything to the contrary in this Section 5, Merchant may not make any Item available to Customers through the YTW App at a price that is higher than the price that Merchant charges in-store for similar Items. Merchant agrees that you will not make an Item available under this Agreement at a price higher than the amount Merchant is charging for similar Items through any comparable platform for Item delivery services.

5.3 Appointment of Limited Payment Collection Agent

Merchant is solely responsible for providing YTW with, and maintaining, accurate bank account information. Merchant hereby appoints YTW and its affiliates, as the case may be, as Merchant’s limited payment collection agent solely for the purpose of: (i) accepting payment of the Retail Price of Items sold by Merchant via the YTW App plus any applicable Sales Tax and other fees collected on Merchant’s behalf, via the payment processing functionality facilitated by the YTW Tools, (ii) adjusting Sales Tax and other fees charged if determined by YTW to be necessary in accordance with state and local compliance obligations of Merchants, and (iii) remitting the Item Revenue.

Notwithstanding the foregoing, in Marketplace Facilitator Jurisdictions, YTW may collect and remit Sales Tax directly to the relevant taxing authority in accordance with applicable law. Further, Merchant agrees that payment collected on its behalf by YTW or its affiliates will be considered the same as payment made directly to Merchant. Merchant agrees that if Merchant does not receive payment from YTW or its affiliates, Merchant’s only recourse will be against YTW and its affiliates.YTW and its affiliates may, from time to time, request information from Merchant to confirm Merchant’s identity as may be necessary under any applicable compliance obligations before remitting any amounts to Merchant and may refuse to process amounts owed to Merchant if there exists a legal or regulatory risk or potential breach of law or regulation associated with such remittance to Merchant. Merchant agrees that YTW and its affiliates may describe or otherwise reflect the terms of this Section, and any related portions of the applicable Order Form or the Agreement, in any terms of use, receipts, disclosures, or notices that may be deemed necessary or prudent. If reasonable, YTW may adjust the remittance of Item Revenue collected on Merchant’s behalf for reasons including failure to fulfill an Item as ordered or making a correction on an Item.Merchant may identify any disagreements in connection with such adjustments through the YTW Tools. YTW and its affiliates reserve the right to collect any amounts in connection with such adjustments via a deduction from the remittance of Item Revenue collected on Merchant’s behalf, by debiting the payment method or Merchant’s bank account on record, or otherwise seeking reimbursement from Merchant by any lawful collection methods available. Merchant authorizes YTW and its affiliates to use any or all of the above methods to seek such adjustments and reimbursements. In more serious situations, such as fraud (including any charges for Items that Customers did not place) or Customer complaints, YTW and its affiliates reserve the right to cancel a payment entirely. By agreeing to these terms, Merchant gives YTW and its affiliates express consent to adjust payments collected on Merchant’s behalf as set forth in this Section.

For greater clarity, payment by Customers for products, goods and/or services is received at YTW’s accounts through an Electronic Money Institution and is currently being processed in Canada and globally by the affiliate, Y the Wait Financial Services Ltd., a limited liability company incorporated and existing under the laws of Canada, having its registered office at 9322 Jasper Avenue, Edmonton, Alberta, Canada T5H 3T5. Electronic Money Institutions are authorized to provide regulated payment services in all the jurisdictions and territories in which YTW and its affiliates operates and are in compliance with the current legislation applicable to payment services for Platforms such as YTW and its affiliates. Cross-border surcharges may be applicable. If you have any questions regarding the payment gateway used by YTW and its affiliates, you may ask them by contacting our customer care team by the means made at your disposal through the YTW Platform.

6. REPORTING

YTW may provide Merchant aggregate information regarding the number of Items picked up for delivered and/or sold by Merchant to Customers pursuant to an Order Form. YTW will also provide reasonable information regarding any refunds given to Customers, including the date of the transaction, the Item ordered, the reason for the refund and any other information YTW is permitted to provide under applicable privacy laws and terms with Customers. To the extent applicable, Merchant agrees that YTW may share Merchant’s transactional data regarding ordered meals, including sales data, with Merchant’s parent company.

7. INTELLECTUAL PROPERTY; MARKETING AND PROMOTIONAL ACTIVITIES
7.1 Marks

Subject to this Agreement, each party hereby grants to the other party (and, in the case of YTW, to its affiliates) a limited, non-exclusive and non-transferable license during the Term to use such party’s respective Marks in the territory, on a royalty-free basis, in connection with the activities related to this Agreement or any other activities relating to the YTW Services. For purposes of this Agreement, the term "Marks" will mean the trademarks, service marks, trade names, copyrights, logos, slogans, content, media, materials, identifying symbols and indicia of the applicable party.All uses of a party’s Marks by the other party will be in the form and format specified or approved by the owner of such marks. Other than as specifically set forth in this Agreement, neither party will use the other party’s Marks without the prior, express, written consent of the other party (by email is sufficient). For the avoidance of doubt, however, any use or display of Merchant’s Marks by YTW or its affiliates in connection with making Items available through the YTW App in the ordinary course of business will not require any such prior, express, written consent. Merchant further agrees that any use or display of YTW’s Marks will conform to the current version of YTW’s Brand Guidelines.All goodwill related to the use of a party’s Marks by the other party will inure to the benefit of the owner of such Marks. Except as expressly set forth herein, neither party will be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights. All rights not granted are expressly reserved. Without limiting anything in the Agreement, Merchant represents and warrants that Merchant’s Marks do not infringe, misappropriate, or otherwise violate any third party’s intellectual property or other proprietary rights. Merchant agrees that YTW or its affiliates may remove Merchant’s Marks from the YTW App if YTW or its affiliates receive notice or otherwise reasonably believe that such Merchant’s Marks may infringe, misappropriate, or otherwise violate any intellectual property or other proprietary rights.

7.2 No Development

EACH PARTY ACKNOWLEDGES AND AGREES THAT THERE SHALL BE NO DEVELOPMENT OF TECHNOLOGY, CONTENT, MEDIA OR OTHER INTELLECTUAL PROPERTY BY EITHER PARTY FOR THE OTHER PARTY PURSUANT TO THIS AGREEMENT. Any development activities relating to any technology, content, media or other intellectual property must be the subject of a separate written agreement between YTW and Company prior to the commencement of any such activities.

7.3 Marketing

YTW and its affiliates may showcase the availability of Merchant’s Items via the YTW App through various promotional activities (e.g., through social media channels, websites, advertisements, or blogs). YTW (or a party designated by YTW acting on YTW’s behalf) may take video and still images for marketing and other efforts related to the YTW App ("YTW Photographs"). Merchant agrees that YTW Photographs (including all intellectual property rights therein) are and will remain the sole and exclusive property of YTW or its affiliates. Additionally, Merchant may provide videos, still image or other materials to YTW or its affiliates (“Merchant Marketing Materials”) for use in connection with the display of Merchant’s Items on the YTW App or the marketing and promotion of YTW and the availability of your Items via the YTW App. Merchant hereby grants YTW and its affiliates a non-exclusive, perpetual, fully paid-up and royalty free license to use and display such Merchant Marketing Materials in connection with Merchant’s Items and other promotional activities relating to the YTW Services. Without limiting anything in the Agreement, Merchant represents and warrants that the Merchant Marketing Materials do not infringe, misappropriate, or otherwise violate any third party’s intellectual property or other proprietary rights. To the extent that the Merchant Marketing Materials contain any third party materials, Merchant is solely responsible for and will secure any and all rights, licenses, consents and permissions necessary for YTW to be able to use the Merchant Marketing Materials in accordance with this Section. Merchant agrees that YTW or its affiliates may remove Merchant Marketing Materials from the YTW App if YTW or its affiliates receive notice or otherwise reasonably believe that such Merchant Marketing Materials may infringe, misappropriate, or otherwise violate any intellectual property or other proprietary rights.

7.4 Promotions

"Promotion(s)" means short-term offers that are available through the YTW App to stimulate Customer demand. When a Promotion is successfully applied to an order, Merchant authorizes YTW to charge Customers for the post-Promotional value of an Item (not including taxes and applicable fees). Subject to YTW App functionality, YTW may, at its sole discretion, provide enhanced promotional placement or other visual treatment for a Promotion.

i) Merchant Promotion(s). Subject to any other guidelines or eligibility criteria for Promotions that YTW may make available from time to time, YTW hereby authorizes Merchant to create Promotions that are designed and fulfilled by Merchant ("Merchant Promotion(s)"). Unless otherwise specified by YTW, Merchant will be solely responsible for defining each Merchant Promotion (within the scope of functionality provided by YTW) either through the use of the Promotion Tool (as defined below) or through the Promotion Schedule (as defined below).

YTW authorizes Merchant to use YTW’s proprietary, automated, self-service tool located within the YTW Tools to create Promotions ("Promotion Tool"), subject to such Promotion Tool’s functionality and technical capability. If provided access to the Promotion Tool, Merchant agrees to only use and access such Promotion Tool within its functionality and technical capability and shall not circumvent or otherwise exploit the tool in such a way that is not intended.

Merchant may create a Merchant Promotion by completing and providing YTW with a verbal or written promotion schedule ("Promotion Schedule"). If a verbal Promotion Schedule is provided to YTW by Merchant, Merchant will have a specified time period to confirm such Promotion Schedule prior to the Promotion being offered and such confirmation will constitute an agreement with YTW under the terms of this Agreement. To request a form Promotion Schedule, Merchant should contact its customer support representative.

ii) Co-Funded Promotion(s). From time to time, YTW may agree to fund a portion of Merchant’s Promotion (each, a "Co-Funded Promotion"). For each such Co-Funded Promotion, the parties shall agree to an applicable written Promotion Schedule setting forth: (1) a description of the Co-Funded Promotion; (2) the obligations of each party in relation to such Co-Funded Promotion, including

funding obligations; and (3) any other details regarding the Co-Funded Promotion. For the sake of clarity, if Merchant is the owner of Location(s), such Co-Funded Promotion shall appear to the Customer as a Merchant Promotion, and YTW shall issue an adjustment to Merchant’s payout (which shall also be reflected in any payout details report) to account for the amount of the Promotion that YTW has agreed to fund, such that the Merchant shall receive the same amount in their Item Revenue for such order as if a YTW-funded portion of the Promotion was not applied to such order.

iii). Parties’ Obligations. The parties’ obligations for each Promotion will include the following, but may be expanded upon in an applicable Promotion Schedule.

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

2) YTW’s Obligations. YTW will (A) honor and fulfill the terms of Promotions offered by YTW (solely or jointly with Merchant) to Customers who have successfully completed their order through the YTW App; (B) be responsible for the fees associated with the Promotion up to the amount YTW has agreed to fund such Promotion; (C) upon reasonable request, supply Merchant with marketing materials, including but not limited to, photographs, graphics, audio, video, and copy, which Merchant shall use to market such Promotion, provided that a Promotion Schedule authorizes Merchant to market such Promotion out of the YTW App; and (D) use good faith efforts to provide Merchant with reasonable information regarding Promotions, which may include, without limitation, the amount Merchant spent on Promotions and the number of Items sold in connection with Promotions.

iv) Fee on Promotion Orders. Notwithstanding anything to the contrary in this Agreement, if a Customer successfully applies a Merchant Promotion or Co-Funded Promotion to an order through the YTW App, Fee shall be calculated based on the total Retail Value of the order minus the Merchant-funded portion of such Promotion applied to that order. For the sake of illustrative purposes, if Merchant and YTW each fund $1 of a $2 off Promotion (so the Co-Funded Promotion is funded 50% by each party) on a $10 pre-Promotion order total, the Fee shall be calculated on the post-Promotion amount of $9.

v) Out of YTW App Marketing. Unless otherwise specified in an applicable Promotion Schedule, Merchant may not market or otherwise advertise a Promotion outside the YTW App; provided further, that even if such Promotion Schedule authorizes Merchant to market a Promotion out of the YTW App, all such marketing materials will be subject to YTW’s prior review and written approval, which shall not be unreasonably withheld.

7.5 Publicity

Except as may be expressly set forth in this Agreement or otherwise agreed by the parties in writing, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Agreement or otherwise, without the prior written consent of such other party.

8. PROPRIETARY INFORMATION; PERSONAL DATA; FEEDBACK.
8.1 Definition

"Proprietary Information" means any confidential, proprietary or other non-public information disclosed by or on behalf of one party (“Discloser”) to the other (“Recipient”), whether disclosed verbally, in writing, or by inspection of tangible objects, and includes transactional, operational, performance and other data or information that is related to the sale of Merchant’s Items to Customers through the YTW App and the terms and conditions of this Agreement. Proprietary Information will not include information that: (i) was previously known to the Recipient without an obligation of confidentiality; (ii) was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or (iii) is or becomes publicly available through no fault of the Recipient. Each Recipient agrees that it will not disclose to any third parties other than Representatives, or use in any way other than as necessary to perform this Agreement, the Discloser’s Proprietary Information. Each Recipient will ensure that Proprietary Information will only be made available to Recipient’s affiliates and Recipient’s and Recipient’s affiliates officers, directors, employees and agents who have a need to know such Proprietary Information and who, prior to any disclosure of such Proprietary Information, are bound by written obligations of confidentiality with respect to such Proprietary Information that are no less stringent than those set forth in this Agreement (each, a “Representative”). Recipient will cause its Representatives to comply with the terms of this Agreement and will be solely responsible for any breach of this Agreement by any of its Representatives. Each Recipient will not, and will not authorize others to, remove or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Proprietary Information. The foregoing prohibition on use and disclosure of Proprietary Information will not apply to the extent:(i) the Discloser has authorized such use or disclosure (and Merchant hereby authorizes YTW and its Affiliates to disclose the terms of this Agreement to Merchant’s franchisees and/or franchisor as applicable in connection with executing contracts that reference this Agreement) and (ii) a Recipient is required to disclose certain Proprietary Information of the Discloser as a matter of law or by order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in obtaining a protective order prior to making such disclosure. Upon expiration or termination of this Agreement and as requested by Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Proprietary Information, together with all copies thereof in whatever form.

8.2 Privacy

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

8.3 Passwords

Merchant is responsible for maintaining the integrity of information related to Merchant’s access and use of the YTW Tools and related YTW Services, including any password, login or key information.Merchant represents and warrants that Merchant will not share such information with any third party.

8.4 Data Re-Identification Restriction

Without limiting any other provision of this Agreement, including any provision in this Section 8, Merchant 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.

8.5 Feedback

Merchant may, but is not obligated to, provide or otherwise make available to YTW or its affiliates certain feedback, suggestions, comments, ideas, or other concepts relating to YTW’s and its affiliate’s products and services ("Feedback"). However, to the extent that Merchant provides or otherwise makes available Feedback to YTW or its affiliates, Merchant hereby grants to YTW and its affiliates a perpetual, irrevocable, worldwide, royalty free, fully sublicensable right to use and otherwise exploit such Feedback.

9. RATINGS AND RANKINGS
9.1 Ratings

Merchant acknowledges and agrees that, after receiving Item(s), a Customer may be prompted by the YTW App to provide a rating of such Item(s) and, at such Customer’s option, to provide comments or feedback related to the Customer’s experience with Merchant and the relevant Item(s) on the YTW App ("Customer Feedback"). YTW and its affiliates reserve the right to use, share, and display Customer Feedback in any manner in connection with the business of YTW and its affiliates without attribution to or approval of Merchant. Merchant acknowledges that YTW and its affiliates are distributors (without any obligation to verify) and not publishers of Customer Feedback, provided that YTW and its affiliates reserve 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 YTW’s or its affiliates’ content policies.

9.2 Rankings

YTW determines the Ranking of the Merchant on the YTW Services and YTW App. Merchants can purchase preferred positions on the YTW Services and YTW App for an additional price. Preferred positions are subject to availability and cannot be guaranteed.

10. REPRESENTATIONS AND WARRANTIES; DISCLAIMER
10.1 Representations and Warranties

Each party hereby represents and warrants that: (i) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (ii) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (iii) it has not entered into, and during the Term will not enter into, any agreement that would prevent it from complying with or performing under this Agreement; (iv) it 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, in the case of Merchant, all applicable Food Safety Standards); and (v) the Marks used or provided by one party to the other pursuant to this Agreement shall not infringe 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 the extent Merchant has franchisees who participate in any activities under this Agreement, Merchant will ensure that such franchisees will comply with, and be subject to, the applicable provisions of this Agreement when participating in such activities.

10.2 DISCLAIMER

EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

11. INDEMNITY
11.1 Indemnified Claims

You ("Indemnifying Party") will indemnify, defend and hold harmless YTW, its affiliates and respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, liabilities, causes of action, and losses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to, including but not limited to: (i) the negligence or willful misconduct of the Indemnifying Party or its employees or agents in their performance of this Agreement; (ii) any claims that, if true, would be a breach of any of the Indemnifying Party’s representations, warranties or covenants in this Agreement; or (iii) any claims that the Marks provided by the Indemnifying Party infringe a third party’s intellectual property rights, to the extent the Indemnified Party used such Marks in accordance with the manner approved by the Indemnifying Party. In addition, you will indemnify, defend and hold harmless the YTW Indemnified Parties from and against any and all Losses with respect to any third party claim arising out of or related to: (A) Merchant’s violation or alleged violation of any applicable retail food or other health and safety code, rule or regulation; (B) Merchant’s failure to determine the applicable Sales Tax and other fees charged, except to the extent relating to sales in Marketplace Facilitator Jurisdictions; (C) Merchant’s failure to apply correct sales tax rates, including those rates adjusted by YTW on Merchants behalf, except to the extent relating to sales in Marketplace Facilitator Jurisdictions; (D) Merchant’s failure to provide accurate descriptions of Items in Marketplace Facilitator Jurisdictions; or (E) Sales Tax, other fees, penalties, interest and other costs related to Merchants obligations, except in the case of each of (A)-(E) above, to the extent such harm was directly caused by the gross negligence or willful misconduct of YTW or its employees, agents or Delivery Partners.

11.2 Procedure

We will provide you prompt written notice of any potential claim subject to indemnification hereunder. You will assume the defense of the claim through counsel you designate, however, such counsel must be reasonably acceptable to the Indemnified Party. You will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s expense.

12. LIMITS OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY OBLIGATIONS: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CLAIM FOR ANY INDIRECT, WILLFUL, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, FOR LOSS OF BUSINESS PROFITS, OR DAMAGES FOR LOSS OF BUSINESS OF MERCHANT OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, OR LOSS OR INACCURACY OF DATA OF ANY KIND, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY’S TOTAL CUMULATIVE LIABILITY OF EACH AND EVERY KIND UNDER THIS AGREEMENT WILL NOT EXCEED $5,000 CAD. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

13. INSURANCE.

During the Term 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 One Million Dollars ($1,000,000) combined single limit per occurrence for bodily injury, death and property damage liability, and 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 cancelled 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.

14. SUPPLEMENTAL TERMS

Supplemental terms may apply to Merchant’s use of the YTW Services and the YTW Tools, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). Supplemental Terms are in addition to, and will be deemed a part of, the Agreement. Supplemental Terms will prevail over the Agreement in the event of a conflict. YTW will use good faith efforts to provide Merchant with written notice of any material updates to the Supplemental Terms, and, if Merchant does not agree to comply with the terms of any such update, Merchant may, as its sole and exclusive remedy, terminate this Agreement and cease use of the YTW Services and YTW Tools. By continuing to use the YTW Services or the YTW Tools, Merchant will be deemed to accept the Supplemental Terms. Notwithstanding anything to the contrary, the terms and conditions of YTW’s then-current Privacy Policy, currently available at: https://privacy.ythewait.com/policy, will apply to YTW’s collection, use and processing of Personal Data.

15. TERM AND TERMINATION

This Agreement will commence on the Effective Date and, unless earlier terminated as provided below, will continue for a period of one (1) year from the Effective Date ("Initial Term") and will automatically renew for successive one (1) year periods (each, a “Renewal Term” 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 breach by the other party with two (2) days’prior written notice thereof by the non-breaching party. Either party may terminate this Agreement, in whole or in part (i.e., with respect to any Sales Channel), at any time without cause by giving seven (7) days’ prior written notice of termination to the other party, with the exception being that should either party attempt to terminate this Agreement during an active Promotion period, such termination will not take effect until such Promotion period has ended. Notwithstanding the foregoing, the termination of this Agreement will not relieve either party of its obligations to fulfill any promotional offer that has been redeemed by Customers in accordance with its terms. In addition, YTW may suspend or otherwise terminate this Agreement on written notice in the event of a Brand Matter. A “Brand Matter” means an event involving Merchant that, in YTW’s reasonable judgment, causes it or its affiliates to have significant concern for the reputation of its respective Marks or brand, including matters related to the alleged violation of any applicable retail food or other health or safety code. All payment obligations and Sections 1, 3.3, 7.1, 8-13, this last sentence of 15, 16-17 and 19 will survive the expiration or termination of this Agreement. Notwithstanding the foregoing, the Merchant can only terminate this Agreement if all payment obligations towards YTW have been met. The Merchant must continue to comply with this Agreement until all payment obligations of the Merchant towards YTW have been met.

16. NOTICE

Any and all notices permitted or required to be given hereunder will be sent to the address listed below, or such other address as may be provided, and deemed duly given: (a) upon actual delivery, if delivery is by hand; or (b) one (1) day after being sent by overnight courier, charges prepaid; or (c) by electronic mail to the designated recipient. Notices to YTW should be provided to Y the Wait BV,Attn: Legal, Rivium 4e Straat 3 2909 LJ Capelle aan den IJssel, Netherlands.Notices to Merchant should be provided to the address provided by Merchant on the Order Form.The parties agree that all legal documents (including complaints and subpoenas) directed to YTW will be served on YTW’s registered agent for service of process.

17. DISPUTE RESOLUTION AND ARBITRATION
17.1 Arbitration

Except as otherwise set forth in these Terms, these Terms shall be exclusively governed by and construed in accordance with the laws of The Netherlands, excluding its rules on conflicts of laws. The Vienna Convention on the International Sale of Goods of 1980 (CISG) shall not apply. Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Services or these Terms, including those relating to its validity, its existence, its performance, its construction, its termination or its enforceability (any "Dispute") shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules ("ICC Mediation Rules"). If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce ("ICC Arbitration Rules"). The ICC Rules' Emergency Arbitrator provisions are excluded. The Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of both mediation and arbitration shall be Amsterdam, The Netherlands, without prejudice to any rights you may have under Article 18 of the Brussels I bis Regulation (OJ EU 2012 L351/1) and/or Article 6:236n of the Dutch Civil Code. The language of the mediation and/or arbitration shall be English, unless you do not speak English, in which case the mediation and/or arbitration shall be conducted in both English and your native language. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the International Chamber of Commerce, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

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

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.

17.2 Waiver of Jury Trial

Each party hereby waives to the fullest extent permitted by applicable law, any right it may have to a trial by jury of any arbitrable claim under this Agreement and in connection with the enforcement of an arbitral award rendered pursuant to this agreement. Each party (i) certifies that no representatives, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of such litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party hereto have been induced to enter into this Agreement.

18. DIVERSITY AND INCLUSION

Merchant will not, in its use of the YTW Services or the YTW Tools under this Agreement, discriminate against any customer, employee, contractor or other 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 beneficial services for specific participant groups, as agreed upon between YTW and Merchant. Merchant acknowledges and agrees that upon YTW’s receipt of evidence of Merchant’s discrimination under any of these categories, YTW will have the right to immediately terminate this Agreement following notice to Merchant.

19. GENERAL

Merchant agrees to receive calls, SMS messages and other communications, including those made available by autodialer, sent by or on behalf of YTW or its affiliates. In this Agreement, “**including” means “including, without limitation,” and examples are illustrative and not the sole examples of a particular concept. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, will not be construed as a waiver of such provision or option and will in no way affect that party’s right to enforce such provisions or exercise such option. Notwithstanding anything to the contrary, YTW can unilaterally change any of the Terms and Conditions contained herein from time to time and will publish a notice and the amended terms and conditions. In the event the parties agree to modifications or amendments designed only to benefit Merchant as a result of renegotiation, YTW may issue notice of such modifications or amendments to Merchant as final agreement on such modifications or amendments, to expedite necessary changes to YTW’s internal systems. This Agreement may not be assigned, transferred, delegated or subcontracted, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this Agreement, upon written notice to the other party, (a) to an affiliate of such party, or (b) in connection with the sale of all or substantially all of such party’s equity, business or assets to which this Agreement relates; provided that in the event of any such transfer by Merchant, Merchant explicitly consents that any such transferee will have access to and control of all Merchant accounts related to such transfer, including its accounts with YTW, access to historical reporting information about Items related to such transfer, and other account data relating to such transfer. In the event of a change of ownership involving Merchant’s Location(s), the parties will need to execute a Change of Ownership form and Merchant acknowledges and agrees that the Location will not be able to accept or process any Customer orders on the YTW App until the Change of Ownership is executed. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of each party hereto and its respective successors and assigns. Any purported assignment, transfer, delegation or subcontract in violation of this Section will be null and void. In the event any provision of this Agreement is determined to be invalid or unenforceable by ruling of an arbitrator or a court of competent jurisdiction, the remainder of this Agreement (and each of the remaining terms and conditions contained herein) will remain in full force and effect. Any delay in or failure by either party in the performance of this Agreement will be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including decrees or restraints of Government, acts of God, strikes, work stoppage or other labor disturbances,war or sabotage (each being a “Force Majeure Event**”). The affected party will promptly notify the other party upon becoming aware that any Force Majeure has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under this Agreement. Nothing in this Agreement will be deemed to create any joint venture, joint enterprise, or agency relationship among the parties (except as otherwise expressly set forth above), and no party will have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto, in the absence of a separate writing, executed by an authorized representative of the other party. Each party will be solely responsible for its employees and contractors used in connection with such party’s performance obligations under this Agreement. This Agreement contains the full and complete understanding and agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and agreements, whether oral or written, relating such subject matter hereof. These Terms and Conditions are written in different languages and all versions have the same validity. If there is any conflict or inconsistency between the versions, the English version is the current and leading version. This Agreement may be executed in one or more counterparts and by exchange of electronically signed counterparts transmitted by pdf format, each of which will be deemed an original and all of which, when taken together, will constitute one and the same original instrument.

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