Lula's Standard Platform Terms

All usage of Lula’s Services is subject to this Master Services Agreement (“Agreement”) as indicated by your acknowledgement in an Order Form and/or by your continued usage of Lula’s platform. This Agreement is between you  (“Customer”, “you”, “your”) and Lula, Inc. (“Service Provider” “Lula” “we” or “us”) with offices located at 3230 Market Street, 4th floor, Philadelphia, PA 19104. The Customer and Service Provider are sometimes collectively referred to herein as the “Parties” and individually as a “Party”. 

Customer wishes to be provided with the services (collectively the “Services” as defined below) by Service Provider and the Service Provider agrees to provide the Services to the Customer in accordance with the terms and conditions of this Agreement. As part of the Services, Lula, Inc. will provide you with use of certain software tools, including a middleware integration with various e-commerce sites (including, but not limited to, Grubhub, Uber, and DoorDash) and services. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement, including any materials available on the Lula website incorporated by reference herein, including but not limited to Lula’s privacy and security policies.

As Lula introduces new features and services, Lula reserves the right to amend this agreement as needed subject to any notice or other restrictions included herein. Any updates will be shared via email with 30 days notice. Your continued use of the Selected Service will constitute your acceptance of these changes. 

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

1. PRIVACY & SECURITY DISCLOSURE Lula’s privacy and security policies may be viewed at https://www.lulacommerce.com/company/privacy-policy. Lula reserves the right to modify its privacy and security policies at its reasonable discretion from time to time. Note that because the Service is a hosted, online application, Lula occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service.  

‍2. DEFINITIONS - The following definitions apply to terms herein where capitalized: 

‍Initial Term - The period of time for which the Parties engage in this agreement as indicated for the MSA in the introduction above, and for each Selected Service on the signature portion of each respective Selected Service Addendum. 

Included Store(s) - Any individual owned or operated retail establishment designated by you where at the beginning of any given month a working tablet is in place, the location is in the process of being made ready to receive orders through an applicable channel (e.g. 3^rd Party Delivery, 1^st Party Delivery etc). This definition applies to any applicable service as detailed in the Selected Services Addendum. 

‍Active Store(s) - A store is considered Active for a given monthly period if it meets the definition of an Included Store and is ready to be made live to receive orders. This definition applies to any applicable service as detailed in the Selected Services Addendum.   

‍Lula Technology - All of Lula’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Lula in providing the Service(s). 

‍Lula Web Property(ies) - An online url provided by Lula for access to the Services or portions thereof. Examples include but are not limited to https://www.luladelivery.com, https://www.lulacommerce.com, https//www.lulacommerce.ai or similar. 

‍Subscription Services - Any service where a recurring payment is due and payable per the specific terms found under such Service in the terms and conditions.  

User(s) - Your employees or representatives who are authorized to use the Service. 

GMV - Gross merchandise value (GMV) is the total value of merchandise sold over a given period of time through a customer-to-customer (C2C) exchange site. It is a measure of the growth of the business or use of the service or site to sell merchandise owned by others.  

3rd Party Orders - Orders originating from 3rd party platforms such as UberEats, DoorDash, GrubHub or similar.  

1st Party Orders - Orders originating from a channel controlled by you such as your website, your loyalty or other app.

Denied orders - Orders that were not fulfilled during the required period for such an order by the operators/merchants at the location or store. 

Expired orders - The orders that the merchant does not accept or deny in the specified period (determined by DSP for 3rd Party Orders or within the predetermined time period for 1st Party Orders) 

Canceled orders -The orders that are canceled by the customer (using the delivery service) or canceled/unfulfilled by the driver. 

End Consumers - Consumers who purchase your listed products from DSPs or from you directly through applicable services provided by or connected through Lula.  

3rd Party Disputes - An action initiated by the Lula with a 3rd Party to collect funds that are being denied by 3rd Parties on the basis of customer escalation or complaints or other 3rdParty policy.  

DSP or “3rd Party(ies)” -Delivery Service Providers - examples include UberEats, DoorDash, Grubhub and similar. 

RetailPrice - This is the price as set by you for in-store pricing.  

Markup - A percentage value determined by Customer (usually 20%-30%) to be applied to the Retail Price for use in Connected Channels. The Retail Price plus the Markup equal the Markup Price. 

Markup Price or End Consumer Price - The final amount for an item or group of items presented to End Consumers when the Retail Price is modified by adding the Markup value (a %). 

Merchant Portal - A Lula provided software hosted online that provides you access to your inventory, pricing, orders, analytics and other settings. 

Connected Channels - External systems for making products available to End Consumers. These may be DSP’s,Customer website properties, Customer owned or operated apps, loyalty apps, marketplaces, or other systems to which Lula has the ability to connect. 

Payment Period - The dates between which Sales Revenue is earned by sales through Connected Channels.  

Order Type - When an EndCustomer places an order through a 3rd Party, the order is either a Delivery order or a Pickup order. For delivery orders, different 3rd Parties maintain rev share prices based on the type of customer which determines the Order Type. Examples include DoorDash DashPass orders, Normal Delivery orders, UberOne orders etc. Different order types may have different revenue shares associated. 

Order Form – A document signed by you (including electronically) indicating your selection of Services to be provided by Lula, and the pricing, billing and other terms under which those are provided.  

Sign Up Form - An electronic form submitted by you indicating your selection of Lula's services and agreement to be bound by the terms herein.

Revenue Share – An amount expressed as a percentage and applied to the revenue transacted for 3^rd Party Orders or 1^st Party Orders when applicable per Selected Services agreements. The amount is calculated by multiplying the transaction revenue for each applicable order by the stated percentage for each Selected Service. 

Sales Revenue - Amounts collected by Lula or 3rd Parties for items sold through Connected Channels. 

Selected Services or “Services” collectively - ServiceProvider offers a suite of services, many of which can be selected individually and separately, with or without other offered services. Each Selected Service offering is detailed in its own section of the Agreement in the Appendices.Examples include Lula’s Managed 3rd Party Delivery Service and Lula’s 1st PartyDigital Commerce. Lula may from time to time introduce new Selected Services, the terms of which will be made available as they are introduced and will only be applicable if and when they are selected in writing by you in an applicableOrder Form.

3. CONFIDENTIAL INFORMATION 

‍(a)  Confidential Information. The Parties acknowledge that by reason of their relationship to the other hereunder, each may disclose or provide access (the “Disclosing Party”) to the other Party (the“Receiving Party”) certain Confidential Information. “Confidential Information”shall mean (i) information concerning a Party’s products, business and operations including, but not limited to, information relating to business plans, financial records, customers, suppliers, vendors, products, product samples, costs, sources, strategies, inventions, procedures, sales aids or literature, technical advice or knowledge, contractual agreements, pricing, price lists, product white paper, product specifications, trade secrets, procedures, distribution methods, inventories, marketing strategies and interests, algorithms, data, designs, drawings, work sheets, blueprints, concepts, samples, inventions, manufacturing processes, computer programs and systems and know-how or other intellectual property, of a Party and its affiliates that may be at any time furnished, communicated or delivered by theDisclosing Party to the Receiving Party, whether in oral, tangible, electronic or other form; (ii) the terms of any agreement, including this Agreement, and the discussions, negotiations and proposals related to any agreement; (iii)information acquired during any tours of or while present at a Party’s facilities; and (iv) all other non-public information provided by theDisclosing Party hereunder. In no event shall Service Provider’s use or disclosure of information regarding or relating to the development, improvement or use of any of Service Provider’s products be subject to any limitation or restriction. All Confidential Information shall remain the property of theDisclosing Party.

‍(b) Use of Confidential Information; Standard of Care. The Receiving Party shall maintain the Confidential Information in strict confidence and disclose the Confidential Information only to its employees, subcontractors, consultants and representatives who have a need to know such Confidential Information to fulfill the business affairs and transactions between the Parties contemplated by this Agreement and who are under confidentiality obligations no less restrictive as this Agreement. TheReceiving Party shall always remain responsible for breaches of this Agreement arising from the acts of its employees, subcontractors, consultants and representatives. Receiving Party shall use the same degree of care as it uses with respect to its own similar information, but no less than a reasonable degree of care, to protect the Confidential Information from any unauthorized use, disclosure, dissemination, or publication. Receiving Party shall only use the Confidential Information in furtherance of its performance of its obligations under this Agreement and agrees not to use the Disclosing Party’sConfidential Information for any other purpose or for the benefit of any third party, without the prior written approval of the Disclosing Party. TheReceiving Party shall not decompile, disassemble, or reverse engineer all or any part of the Confidential Information.

(c) Exceptions. Confidential Information does not include information that: (a) was lawfully in Receiving Party’s possession before receipt from Disclosing Party; (b) at or after the time of disclosure, becomes generally available to the public other than through any actor omission of the Receiving Party; (c) is developed by Receiving Party independently of any Confidential Information it receives from DisclosingParty; (d) Receiving Party receives from a third party free to make such disclosure without, to the best of Receiving Party’s knowledge, breach of any legal or contractual obligation, or (e) is disclosed by Receiving Party withDisclosing Party's prior written approval.

(d) Required Disclosures. If the ReceivingParty is confronted with legal action to disclose Confidential Information received under this Agreement, the Receiving Party shall, unless prohibited by applicable law, provide prompt written notice to the Disclosing Party to allow the Disclosing Party an opportunity to seek a protective order or other relief it deems appropriate, and Receiving Party shall reasonably assist disclosing Party in such efforts. If disclosure is nonetheless required, the ReceivingParty shall limit its disclosure to only that portion of the ConfidentialInformation which it is advised by its legal counsel must be disclosed.

(e) Unauthorized Use or Disclosure of Confidential Information; Equitable Relief. In the event the Receiving Party discovers that any ConfidentialInformation has been used, disseminated or accessed in violation of thisAgreement, it will immediately notify the Disclosing Party, take all commercially reasonable actions available to minimize the impact of the use, dissemination or publication, and take all necessary steps to prevent any further breach of this Agreement. The Parties agree and acknowledge that any breach or threatened breach regarding the treatment of the ConfidentialInformation may result in irreparable harm to the Disclosing Party for which there may be no adequate remedy at law. In such an event the Disclosing Party shall be entitled to seek an injunction, without the necessity of posting a bond, to prevent any further breach of this Agreement, in addition to all other remedies available in law or at equity.

‍(f) Return of Confidential Information; Survival. Receiving Party shall promptly return or, atDisclosing Party’s option, certify destruction of all copies of ConfidentialInformation at any time upon request or within 10 days following the expiration or earlier termination of this Agreement. Notwithstanding any expiration or termination of this Agreement, Receiving Party’s obligations to protect the Confidential Information pursuant to this Section will survive for 3 years after the expiration or earlier termination of this Agreement.

4. SERVICES 

‍(a)  Description. Service Provider will perform certain services and create and provide certain deliverables, as more particularly described in the Selected Services sections below and as indicated on an applicable Order Form. Each Selected Service will be incorporated and made part of this Agreement (the “Service” or “Services”) where indicated by the executed Order Form. In the event of a conflict between the terms of any Selected Service and the terms of this Agreement, the terms of the SelectedService shall supersede and control. No obligation to either provide or pay for any Selected Services shall be incurred by either Party until such time that any specific Selected Service has been included on an Order Form executed by authorized representatives of both Parties. The existence of this Agreement shall not be construed as imposing any obligation upon the Service Provider to agree to any work or to otherwise perform any Services for the Customer.

‍(b) Modification. During the term of theAgreement, the Parties may, but shall not be required to, modify the Service sand/or agree upon additional Selected Services that the Service Provider will provide to the Customer as specified in a separate Order Form. If the Parties mutually agree to modify and/or add any Services beyond those set forth in thisAgreement, the Parties will prepare and execute an amendment or separate or updated Order Form to provide for such additional terms or modified terms related to the Services. Any amendment with respect to additional Services shall set forth the compensation for such Services and any terms related to timing or deliverables agreed to by the Parties. Such amendments shall be signed by both Parties in order to be valid.

‍(c)  Billing and Payment. Each Service in theAddendum shall detail the pricing, term, billing period and method of payment for the Service. Payments due hereunder must be made by wire transfer, certified check, bank check, credit card or such other method as may be agreed upon by the Service Provider and indicated on the applicable Order Form. In certain cases for certain Selected Services, where the funds from transactions are directed to you by us, we reserve the right to withhold undisputed amounts due under this Agreement from scheduled disbursements. Any amounts not paid byCustomer when due to Service Provider shall be subject to interest charges ,from the date due until paid, at the rate of 5%, or the highest interest rate allowable by law (whichever is less), payable monthly. If any amounts due toService Provider from Customer becomes past due for any reason, ServiceProvider may at its option and without further notice withhold further Services until all outstanding amounts have been paid in full, and such withholding ofServices shall not be considered a breach or default of any of ServiceProvider’s obligations under this Agreement.

‍(d) Subscription Renewal. Lula will automatically renew and bill your payment method at each agreed period (whether month, quarter or year - on the subsequent anniversary) or as otherwise mutually agreed upon in the Order Form for the specific Selected Service under thisAgreement. The renewal fee will be equal to the then current SubscriptionCharge as detailed in the Specific Selected Service section unless otherwise agreed in writing. If you terminate your subscription prior to the start of the next billing cycle, you will retain access to the paid Services for the remainder of the billing period in which payment was already rendered. At the start of the next billing cycle, your account will be converted into a free user account and your access to the paid Service will be terminated.

‍(e)  Pricing Confidential. All pricing terms, including any applied discounts, are confidential, and you agree not to disclose them to any third party. Lula’s Subscription Charges and fees are exclusive of all taxes, levies, or duties imposed by taxing authorities on theServices that you receive from Lula.

‍(f)   Compliance with Laws; Permits and Licenses.Customer agrees, at its own expense, to operate in full compliance with all governmental laws, regulations and requirements applicable to the duties conducted hereunder. It shall be the responsibility of the Customer to pay for any necessary licenses, permits, insurance and approvals as may be necessary for the performance of the Services under this Agreement, unless otherwise specified in writing and agreed to by the Service Provider.

5. LICENSE GRANT & RESTRICTIONS

(a) Grant. Lula hereby grants you a non-exclusive, non-transferable, worldwide right to use the Selected Services solely for your own internal business purposes, subject to the terms and conditions of this Agreement. Lula and its licensors reserve all rights not expressly granted to you.

(b) Restrictions. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or do derivative works based upon the Service or the Content; or (iii) reverse engineer or access the Service to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. You may use the Service only for your internal business purposes and shall not: (i) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (ii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (iv) attempt to gain unauthorized access to the Service or its related systems or networks

6. ACCOUNT SECURITY 
The user is responsible for maintaining the confidentiality of their password and account information. Each user of each Customer agrees to:

(a) Keep their password secure and confidential: The user must not disclose their password to any third party.

(b) Not share login credentials: Users must not share their account login information beyond intended and instructed use-cases, including their username and password. Store employees of similar access levels may share a username and password for their specific location if desired.

(c) Immediately notify the service provider: If a user becomes aware of any unauthorized use of their account or any other breach of security, they must notify the Service Provider immediately.

15. Insurance At all times while you are using the service, you represent and warrant to Lula that you maintain in good standing active insurance policies as required by any local law or regulation pertaining to your ability to sell consumer products on DSPs. Lula reserves the right to request to be named as an additional insured party on any such policies.Notwithstanding anything to the contrary herein, and without limiting any indemnity obligations, you agree to indemnify, defend and hold Lula, its parents, affiliates, and subsidiaries and their respective employees, agents, directors, officers, shareholders, members, and representatives (collectively, “Alcohol Indemnitees”) harmless for any losses incurred in connection with any claims brought against an Alcohol Indemnitee based on (a) your alleged failure to timely remit any taxes owed for the sale of alcoholic products; (b) the offer, sale or distribution of alcohol under this Agreement (including, without limitation, alleging such sale violates applicable law or an agreement with a third party delivery platform, or alleging illness, injury, death, or damage as a result of the consumption or use of any alcohol); or (c) breach of this Agreement. You hereby knowingly and voluntarily waive and release Alcohol Indemnitees from any and all existing or future claims, whether known or unknown, arising from or in connection with, or in any way relating to the sale of alcohol pursuant to this Agreement (“Released Claim”), and you further hereby knowingly and voluntarily covenant not to sue Lula or any Alcohol Indemnitee on account of any Released Claim.

16. Indemnification
‍ 
(a) You shall indemnify and hold Lula, its licensors, and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement. Lula will (a) give written notice of the claim promptly to you (but a delay in providing notice will not relieve you of your indemnification obligation except to the extent that you can demonstrate that the delay caused you actual prejudice); (b) give you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Lula of all liability and such settlement does not affect Lula’s business or Service or require Lula to make any admission of liability or wrongdoing); and (c) provide to you all available information and reasonable assistance, at your expense.

(b) Lula shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Lula of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Lula; provided that you (a) promptly give written notice of the claim to Lula (but a delay in providing notice will not relieve Lula of its indemnification obligation except to the extent that Lula can demonstrate that the delay caused actual prejudice); (b) give Lula sole control of the defense and settlement of the claim (provided that Lula may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Lula all available information and assistance; and (d) have not compromised or settled such claim. Lula shall have no indemnification obligation, and you shall indemnify Lula pursuant to this Agreement, for claims arising from any infringement that would not have occurred but for the combination of the Service with any of your products, service, hardware or business process(s).

17. WARRANTY.
LULA AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. LULA AND ITS LICENSORS DO NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY, THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE NOW DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY LULA AND ITS LICENSORS.SERVICE PROVIDER DOES NOT WARRANT IN ANY FORM THE RESULTS OF THE SERVICES PROVIDED OR THE RESULTING WORK PRODUCT AND DELIVERABLES. SERVICE PROVIDER WARRANTS THAT THE SERVICES WILL BE PERFORMED BY QUALIFIED PERSONNEL IN A PROFESSIONAL AND WORKMANLIKE MANNER IN ACCORDANCE WITH THE GENERALLY ACCEPTED INDUSTRY STANDARDS AND PRACTICES. SERVICE PROVIDER SHALL COMPLY WITH ALL STATUTES, ORDINANCES, REGULATIONS AND LAWS OF ALL INTERNATIONAL, FEDERAL, STATE, COUNTY, MUNICIPAL OR LOCAL GOVERNMENTS APPLICABLE TO PERFORMING THE SERVICES HEREUNDER.

18. Internet Delays LULA’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. LULA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

‍19. Limitation of Liability IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, EXCEPT THAT THIS OBLIGATION SHALL NOT APPLY TO YOUR OBLIGATION TO PAY SUBSCRIPTION CHARGES. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS FOUND IN THIS SECTION 20 SHALL NOT APPLY TO A PARTY’S DUTY TO INDEMNIFY UNDER SECTIONS 13 OR 15 OR TO THE EXTENT PROHIBITED BY APPLICABLE LAW. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

‍20. Additional Rights Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential, or certain other types of damages, so the exclusions set forth above may not apply to you.

‍21. Notice Lula may give notice using a general notice on the Service, electronic mail to your email address on record in Lula’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Lula’s account information. 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). You may give notice to Lula (such notice shall be deemed given when received by Lula) at any time by any of the following: a letter delivered by a nationally recognized overnight delivery service or first-class postage prepaid mail to Lula at the following address: 3230 Market Street, 4th Floor, Philadelphia, PA, 19104

‍22. Modification to Terms Lula reserves the right to modify certain terms and conditions of this Agreement or its policies relating to the Service at any time (subject to restrictions listed below), effective 30 days after posting an updated version of this Agreement, or our policies, on the Service and/or otherwise making you aware of such changes (see Notice - Section 19). You are responsible for regularly reviewing communications regarding this Agreement and our policies. Continued use of the Service after notice of any such changes (or other methods of legal acceptance) shall constitute your consent to such changes. Lula represents and Customer Acknowledges that in the delivery of these Services, Lula must at all times comply with certain terms specific to each 3rd Party “DSP” and that Lula has no control over any modifications to these terms made by these 3rd Parties. In rare instances, we may be required to update our terms more urgently if specifically required by a supported 3rd party delivery service (DSP) or to remain compliant with terms set by these 3rd Parties. In these cases, we will communicate such modifications including the effective date as required by the 3rd party. These modifications will be effective at the time and date required by the 3rd Party or by Lula to remain compliant. 

‍23. Assignment; Change in Control This Agreement may not be assigned by you without the prior written approval of Lula but may be assigned without your consent by Lula to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Lula directly or indirectly owning or controlling 50% or more of you shall entitle Lula to terminate this Agreement for cause immediately upon written notice.

‍24. General With respect to U.S. Customers, this Agreement shall be governed by Delaware law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Philadelphia, Pennsylvania. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Lula as a result of this agreement or use of the Service. The failure of Lula to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Lula in writing. This Agreement comprises the entire agreement between you and Lula and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

‍25. Force Majeure Lula shall not be liable to you for its failure to perform any of its obligations under this Agreement during any period in which such performance is delayed, prevented, or rendered impracticable or impossible due to circumstances beyond Lula’s reasonable control, including, without limitation earthquakes, governmental regulation, fire, flood, labor difficulties, pandemic, epidemic, governmental action or edict, civil disorder, and acts of God (each a “Force Majeure Event”) for so long as such Force Majeure Event continues. 

‍26. CONFLICTSIn the event of any conflict between the terms of this Agreement and the terms of any other document or instrument (Except the Order Form), the terms of this Agreement shall control, and such documents and instruments shall be deemed amended and reformed to the extent required to eliminate any such conflict or inconsistency. In the event of any conflict between the terms of this Agreement and the terms of the Order Form, the terms of the Order Form shall control.

ADDITIONAL TERMS RELATED TO SELECTED SERVICES

‍Specific services are indicated and selected by written agreement between Lula and the Customer as evidenced by a completed Order Form. Upon execution of an Order Form or Forms, applicable terms below apply to the included services. 

‍LULA HUB - MANAGED 3rd PARTY DELIVERY SERVICE‍

I. DESCRIPTION
‍Lula provides this service to connect Customer’s designated selection of goods at Customer-determined prices to 3rd Party operated Connected Channels (e.g. UberEats, DoorDash, GrubHub) in order to make the goods available for sale in these channels. Lula’s software and supported tablets facilitate the receiving of new orders as well as communication with the delivery service providers enabling the successful delivery of goods to End Consumers. Lula further provides the managed services as described below to improve sales, efficiency, quality and profitability on behalf of the Customer in these channels. 

II. TERM & TERMINATION
‍This Selective Service and its applicable terms below are for a period of one-year beginning on the effective date as indicated in the signature of an Order Form, after which they will automatically renew for successive one-year periods unless 60 day notice is given in writing prior to the then-current expiration date. Either Party may terminate this Agreement at any time with or without cause by giving 60 days prior written notice. This section is subject to Section 11 TERM & TERMINATION in the above Lula Master Services Agreement.

III. PRICING & BILLING‍

(A) Subscription Fee: Customer agrees to pay a fixed dollar amount per month “Subscription Fee” for each Included Store as defined herein as indicated on the Order Form or Sign Up form. You may add or remove Included Stores at any time which become Active or Inactive per the definitions provided in this Agreement (see Definitions). Included Stores will be billed in full month increments for the months in which they were active. This Subscription Fee is payable via Quarterly Invoice in advance (see Payment Schedule below). Any changes to Included store count may be reconciled on subsequent quarterly invoices or billed separately ahead of larger anticipated launches with each invoice being due ahead of launch or within 15 days whichever occurs later. In the event the Included Store count as defined herein changes mid Quarter, Lula may issue a separate invoice, or adjust the amount due for the following quarter’s invoice (at Lula’s sole discretion) to reflect actual Included Store Count by month within the quarters.

(B) Renewal Pricing: As Lula continually enhances the services or features provided under this Selected Service, the Subscription Fee pricing is subject to increase periodically with a minimum 60 day written notice.

(C) Lula Revenue Share: Lula’s revenue share is set to the percentage indicated on the Order Form for all revenue from 3^rd Party Orders and in accordance with the terms specified on the Order Form. Lula’s Revenue Share is calculated based on the End Consumer Price Price.

IV. GENERAL PRICING & BILLING PROVISIONS‍

A. CHANGE IN PRICING OPTIONS: The pricing option selected above will be consistent across all Included Stores for the Initial Term. Customer may switch pricing plans on the anniversary of the effective date with 60 days’ notice and by mutual agreement between the Parties. 

‍B. 3rd PARTY REVENUE SHARE: Customer acknowledges that separate from any Revenue Share collected by Lula per the above selected plan, this service is subject to the Revenue Share charged by 3rd Parties - an amount averaging ~20% of the End Consumer Price (or Markup Price). The actual amount - based on Order Type and mix of order types over time - is withheld from disbursement to Lula and in turn withheld from Lula’s disbursement to you. The following list of costs is included for reference and represents the current amounts charged by these 3rd Party Delivery services at the time of the Agreement and withheld from distribution based on order type. These amounts are subject to change by 3^rd Parties at any time and at their discretion.

UberEats Delivery: 20% / Pickup: 12%
GrubHub Delivery: 15% / Pickup: 0%
DoorDash Normal Delivery: 15% / DashPass Delivery: 25% / Double Dash (Secondary Orders): $1.90/order / Pickup Orders: 12%

C. DISBURSEMENT of COLLECTED SALES REVENUE: For amounts that we collect on your behalf from 3rd Parties, you shall be paid such amounts within 10 business days of the earlier of the 1st or 15th of the current calendar month, or the next calendar month depending on how the days fall after we collect such amounts on your behalf (the time between each such scheduled payment date and the next scheduled payment date, a “Payment Period”). The goods sold on the DSP platforms on your behalf may require taxation and remittance - You shall be responsible for payment or remittance of all federal, state, and local taxes, levies, or duties relating to such goods, including but not limited to, sales tax (collectively, “Merchant Taxes”). If applicable, Lula will remit any collected sales tax back to you. YOU ARE SOLELY RESPONSIBLE FOR THE PAYMENT OF ALL MERCHANT TAXES. YOU SHALL FULLY INDEMNIFY LULA FROM ANY LIABILITY, DAMAGES, FINES, COSTS, OR EXPENSES THAT MAY ARISE FROM YOUR FAILURE TO PAY ANY SUCH TAXES.

D. CORRECTIONS If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. Please contact Lula at support@lulacommerce.com

E. TABLETS
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i. Tablets may be provided by the Customer (if compatible per Lula specifications) or purchased and configured by Lula (most common) per prices listed on the Order Form. 
ii. Customer will indicate tablet count and type to be purchased as needed and payment is due at the time the order is placed unless otherwise specified in the Order Form.

V. DELIVERABLES‍

Pre-Launch
‍The following details a list of activities to be expected in the “Pre-launch” phase - for establishing Customer’s account with Lula and making ready the launch of any Included Stores. Onboarding tasks outline what you can expect from now until the day your stores are activated on Delivery Service Providers. By signing this proposal, you agree to adhere to these timelines and provide Lula Convenience with any materials necessary to onboard your stores in a timely manner. Any delays may result in a delayed launch of the store or stores. 

1) Kickoff: Lula will coordinate and schedule a kickoff call with you or your designated team to go through important information about launching delivery on the delivery service providers. We aim to have these meetings in the first week after the Effective Date. 

2) Accounts: Lula to create the necessary accounts on the delivery service provider platforms with information provided (store name, address, phone, email). 

3) Android tablets (Optional): If purchased, for each applicable Included Store, Lula will ship the tablet necessary to process orders. Tablet delivery may take ~14 days from purchase depending on order volume. For existing Android tablets (if used) the tablet will need to be loaded with specific device management software preventing undesirable changes. If you use your own software, each tablet will need to have the Lula Store Manager software installed from the Google Play Store. 

4) Credentials: For each Included Store, you will receive credentials to download and install the store management app necessary to receive and process orders (unless otherwise included by Lula on tablets ordered directly from Lula). You will connect the tablet to store Wifi or cellular service, and login with the credentials provided.

5) Upon request, Lula will evaluate and recommend the skus for launch. If provided we will evaluate your prior 60 days of sales data to establish the best skus to begin with on delivery. You may of course designate your own skus for launch. 

6) Billing will be set up to carry out the quarterly payments as indicated above. 

7) Disbursement: Lula will create the disbursement schedule and you will register your bank account(s) on Bill.com using credentials provided in order to disburse funds every two weeks. You may register a single account for all stores or may use individual accounts for each store or for groups of stores. 

8) Training: Lula will provide the needed training materials for preparing the store personnel for receiving and processing orders and answer any questions related to store operations and delivery. 
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9) Integrations/Connections: Lula maintains connections with many of the most popular back office and POS systems.  Your designated Lula account manager will work with you on completion of any applicable integration.

SERVICE 2: LULA’S 1st PARTY DELIVERY SERVICE

‍DESCRIPTION
‍Lula provides this service to make Customer’s designated selection of goods available for sale on Customer-owned and operated channels (“Connected Channels”) at Customer-determined prices (e.g. Customer website, Branded App). Lula’s software facilitates the receiving of new orders from designated channels, and communication with the delivery service providers enabling the successful delivery of goods to End Consumers. Lula’s software is available to host the items on a branded platform, including ecommerce functionality such as search, add to cart, promotions and discounts, or if preferred, to receive orders from Customer-determined hosting platform (full features determined by Customer platform)‍

‍TERM & TERMINATION
‍This Selective Service (1^st Party Delivery Service) and its applicable terms below are for a period as indicated in an applicable Order Form, after which they will automatically renew for successive one-year periods unless 60 day notice is given in writing prior to the then-current expiration date. Either Party may terminate this Agreement at any time with or without cause by giving 60 days prior written notice. This section is subject to Section 11 TERM & TERMINATION in the above Lula Master Services Agreement.For the purposes of this Selected Service (1st Party Delivery), the work for onboarding and launch will begin and continue on a schedule determined by the Parties if and when this service is selected via a separate Order Form.  

‍PRICING & BILLING

A. Subscription Fee: Customer agrees to pay a fixes subscription fee amount per month “Subscription Fee” for each Active Store as defined herein and as indicated on the applicable Order Form. You may add or remove Included Stores at any time which become Active or Inactive per the definitions provided in this Agreement (see Definitions). Active Stores will be billed in full month increments for the months in which they were active. This Subscription Fee is payable via Quarterly Invoice in advance. Any changes to Active store count may be reconciled on subsequent quarterly invoices or billed separately ahead of larger anticipated launches with each invoice being due ahead of launch or within 15 days whichever occurs later. As Lula may enhance the services or features provided under this Selected Service, the Subscription Fee pricing is subject to increase annually as indicated on the applicable Order Form.

‍B. Lula Revenue Share: Lula’s revenue share is set as indicated on the applicable Order Form. 

‍C. 3rd PARTY DELIVERY COSTS: Customer acknowledges that this service is subject to the additional costs as determined by 3^rd party delivery providers (UberEats, DoorDash or others as may become available). Lula connects with these 3^rd parties to enable on-demand order delivery and passes the costs of these services along to the Customer. Customer agrees to pay these amounts, which can vary over time and on a per-order basis depending upon several factors including time and distance. Lula will provide Customer with a detailed accounting of these charges to the extent one is provided by the applicable 3^rd parties. Lula will make every reasonable effort to provide predictable pricing for these services on an ongoing basis as is made available by the 3^rd party services.  

‍D. DISBURSEMENT of COLLECTED SALES REVENUE: For amounts that we collect on your behalf from End Consumers through payment providers designated by Lula, disbursements shall take place according to the shortest frequency determined by these providers, and subject to any reasonable time necessary for processing by Lula - not to exceed 14 days. If a choice is available based on Lula’s platform and Customer chooses to enable payments through a Customer-designated payment processor, disbursements will be made according to the schedule as determined by that separate agreement. In any event, YOU ARE SOLELY RESPONSIBLE FOR THE PAYMENT OF ALL MERCHANT TAXES. YOU SHALL FULLY INDEMNIFY LULA FROM ANY LIABILITY, DAMAGES, FINES, COSTS, OR EXPENSES THAT MAY ARISE FROM YOUR FAILURE TO PAY ANY SUCH TAXES.