These Eat Mise Terms and Conditions (these “Terms and Conditions”) are entered into by and between Eat Mise, Inc. (“Mise”) and Partner as of the Effective Date.

1. ORDER FORM.

   1. Purpose. Mise helps partner restaurants design and sell Meal Kits for customers to cook meals at home. Mise facilitates the selling of Meal Kits through an online marketplace that enables customers to place orders via Mise’s Platform. Partner desires to license such Platform and receive support services from Mise in order to sell Meal Kits to its customers. These Terms and Conditions set as a framework under which Mise and Partner shall entered into a separate Order Form that represents the provisioning by Mise to Partner of the Platform and Services.

   2. Governance. The Order Form shall be governed by these Terms and Conditions. In the event of a conflict between these Terms and Conditions and the Order Form, these Terms and Conditions will control, unless the Order Form expressly references the specific provision in these Terms and Conditions to be modified by the Order Form. Capitalized terms not defined within these Terms and Conditions will have the meanings given in the Order Form.

   3. Platform and Services. The Order Form shall provide scope of Mise’s provisioning of the Platform and Services.

   4. Fee Structure. When a Customer purchases a Meal Kit sold by Partner through the Platform, Mise will process and remit the payment to Partner in accordance with the Order Form.

   5. Partner Responsibilities. Certain Partner responsibilities with respect to each Meal Kit order will be set forth in the Order Form.

2. INTELLECTUAL PROPERTY.

   1. Intellectual Property Rights. All right, title, and interest in and to (i) the Platform, (ii) any customer data, documentation, work product, and/or materials that Mise creates or provides to Partner in connection with the Services, including without limitation (a) photographs and/or videos of cooked meals, ingredients, and/or meal preparation steps, and (b) designs of recipe cards (both graphics and text, including recipe instructions), packaging, and/or labels, and (iii) all works, inventions, other subject matter incorporating, based on or derived from (i) or (ii) above, including customizations, enhancements, improvements, and other modifications thereof, are and will remain with Mise (collectively, the “Mise Materials”). Partner has no right or license with respect to any Mise Materials except as expressly granted to Partner under the Agreement. All other rights in and to the Mise Materials are expressly preserved by Mise.

   2. License. Subject to and conditioned upon Partner’s (i) payment of any commissions to Mise as set forth in the Order Form, and (ii) compliance with and performance in accordance with all other terms and conditions of the Agreement, Mise hereby grants to Partner, for the Term, a personal, revocable, non-exclusive, non-licensable, non-assignable, non-transferable right and license to use the Mise Materials solely to support the delivery of Meal Kits to Partner’s customers.

   3. Restrictions. Partner will not (and will not permit any third party to) knowingly or intentionally: (i) make the Platform available to, or use the Platform for the benefit of, anyone other than Partner, unless expressly stated otherwise in the documentation, (ii) sell, resell, license, sublicense, distribute, make available, rent or lease the Platform, or include the Platform in a service bureau or outsourcing offering, (iii) use the Platform to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights, (iv) interfere with or disrupt the integrity or performance of the Platform (or third party data contained therein), (v) use the Platform other than for its intended purpose and as allowed by the Agreement, and (vi) reverse engineer the Platform (except to the extent such restriction is permitted by applicable law). Upon termination of the Agreement, Partner’s right and license to the Platform shall immediately terminate.

   4. Marks. During the Term, each party grants to the other party a limited, non-exclusive, non-transferable, fully paid-up and royalty-free license to use such party’s Marks for the purpose of performing its obligations under the Agreement, including, without limitation, in advertising and marketing materials and press releases. For the purposes of the Agreement, “Marks” includes trademarks, trade names, service marks, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party. Use of a party’s Marks shall only be in a manner that complies in all material respects with that party’s Mark usage policies provided from time to time. Each party’s use of the other party’s Marks, and all goodwill generated thereby, will inure to the benefit of the owner of such Marks. Upon termination of the Agreement, each party’s right and license to the other party’s Marks shall immediately terminate

3. INDEMNIFICATION.

   1. Indemnification. Partner shall defend, indemnify and hold harmless Mise and its subsidiaries, affiliates and each of their directors, officers, employees and agents from and against any and all losses, damages, liabilities, costs and expenses (including attorneys’ fees and other legal costs) to the extent arising out of, or relating to, any actual or threatened third party claim, including government claims and investigations (each a “Claim”), arising from or in connection with: (i) any negligent, reckless or intentionally wrongful act of Partner or its employees, contractors or agents, (ii) any breach by Partner or its employees, contractors or agents of the representations, warranties, and covenants contained in the Agreement, (iii) any violation or alleged violation of any rule, regulation, law, or health and safety code, applicable to Partner’s meal items, (iv) any alleged or actual illness or bodily injury resulting from Partner’s meal items delivered through the Platform, or (v) any violation or claimed violation of a third party’s intellectual property rights resulting in whole or in part from or in any way connected or related to Mises’ use of Partner’s Marks.

   2. Procedures. Mise shall provide prompt notice to Partner upon becoming aware of any potential Claim subject to indemnification by Partner hereunder and shall cooperate with Partner; provided, however, that failure to provide prompt notice will not excuse Partner’s obligations to indemnify Mise except to the extent the delay materially prejudices Partner’s ability to defend the Claim. Partner will have full control and authority over the defense of any Claim, provided that Partner shall not settle or compromise any Claim, or consent to the entry of judgment, without the prior written consent of Mise, which will not be unreasonably withheld. Mise may elect to appoint counsel of its choice to monitor and reasonably cooperate with Partner in the defense of any Claim, at Mise’s expense.

4. CONFIDENTIALITY.

   1. Confidential Information. The term “Confidential Information” shall mean any confidential or proprietary business, technical or financial information or materials of a party (“Disclosing Party”) provided to the other party (“Receiving Party”) in connection with the Agreement, whether orally or in physical form, and shall include these Terms of Use. Confidential Information of Mise shall include, without limitation, customer requirements, customer lists, customer data, financial information, marketing information, and information concerning Mise’s employees, products, services, prices, sources, operations and subsidiaries. However, Confidential Information shall not include information (i) previously known by Receiving Party without an obligation of confidentiality, (ii) acquired by Receiving Party from a third party which was not, to Receiving Party’s knowledge, under an obligation of confidentiality, (iii) that is or becomes publicly available through no fault of Receiving Party, or (iv) that Disclosing Party provides written permission to Receiving Party to disclose, but only to the extent of such permitted disclosure.

   2. Restrictions. Receiving Party agrees that (i) it will use Confidential Information solely for the purposes permitted under the Agreement, and (ii) it will not disclose the Confidential Information to any third party other than Receiving Party’s employees or agents who are bound by obligations of nondisclosure and restricted use at least as strict as those contained herein. In the event Receiving Party receives a subpoena, administrative or judicial order, or any other request for disclosure of any Confidential Information of Disclosing Party, Receiving Party will give Disclosing Party prompt written notice of such subpoena, order or request and allow Disclosing Party to assert any available defenses to disclosure.

   3. Security and Wrongful Disclosure. Receiving Party will protect Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event using less than a reasonable standard of care. Receiving Party shall notify Disclosing Party immediately of any wrongful disclosure of Confidential Information and cooperate in discovering the source of the disclosure.

5. REPRESENTATIONS AND WARRANTIES.

   1. Mutual Warranties. Each party hereby represents and warrants to the other party that: (i) it has full power and authority to enter into the 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 any agreement that would prevent it from complying with or performing its obligations under the Agreement; and (iv) all information provided to the other party pursuant to the Agreement is complete, and no such information is inaccurate, misleading, or otherwise deceptive.

   2. Partner Warranties. Partner represents and warrants to Mise that it shall: (i) comply with all applicable laws and regulations in its performance of the Agreement; (ii) prepare and handle meal items in compliance with all applicable laws, including but not limited to, food and beverage health and safety laws, rules, and regulations and product safety laws, rules and regulation; (iii) ensure that all meal items sold will comply with applicable law; (iv) remit all taxes owed to the relevant authorities; and (v) not infringe or otherwise violate the intellectual property rights, rights of publicity, or other proprietary rights of any third party through the use of the content, media and other materials used or part of the Agreement.

   3. Disclaimer. EXCEPT AS SET FORTH HEREIN, MISE DOES NOT MAKE ANY REPRESENTATIONS AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND (WHETHER EXPRESS OR IMPLIED), INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PARTNER ACKNOWLEDGES AND AGREES THAT THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” ANY COURIER SERVICES PROVIDED THROUGH THE PLATFORM ARE PROVIDED BY THIRD PARTY COURIERS WHO ARE INDEPENDENT CONTRACTORS AND NOT EMPLOYEES OR AGENTS OF MISE.

6. INSURANCE. During the Term and for one (1) year thereafter, Partner shall maintain commercial general liability and, if required by law, worker’s compensation insurance. The commercial general liability insurance policy shall have limits of coverage not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate. Upon Mise’s request, Partner shall provide evidence of the insurance required herein. In no event will the limits of any policy be considered as limiting the liability of Partner under the Agreement.

7. LIMITATION OF LIABILITY. IN NO EVENT WILL MISE BE LIABLE TO PARTNER FOR ANY CLAIM FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES RELATED TO OR ARISING OUT OF THE AGREEMENT, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, PRODUCT LIABILITY OR LOSS OR INACCURACY OF DATA OF ANY KIND. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, MISE’S AGGREGATE LIABILITY TO PARTNER, OR ANY OF THE AFFILIATES OF PARTNER, OR ANY THIRD PARTY, IN CONNECTION WITH OR ARISING FROM THE AGREEMENT SHALL NOT EXCEED TEN THOUSAND DOLLARS USD ($10,000 USD), REGARDLESS OF THE THEORY UPON WHICH SUCH LIABILITY IS BASED, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.

8. TERMINATION OF AGREEMENT.

   1. Termination. Either party has the right to terminate the Agreement if the other party (i) commits a material breach or default under the Agreement, which breach or default in not remedied within thirty (30) days after receipt of written notice thereof by the party in breach or default, or (ii) immediately if a party makes an assignment for the benefit of creditors, permits the appointment of a trustee or receiver of all or a substantial part of its assets, or institutes voluntary proceedings in bankruptcy or insolvency, permits involuntary institution of such proceedings against it, or commits any other act of bankruptcy. In addition, either party may terminate the Agreement for its convenience within thirty (30) days after receipt of written notice thereof by the other party.

   2. Effect of Termination. Upon termination of the Agreement, all outstanding payments owing by Mise to Partner under the Agreement will be due and payable within thirty (30) days of the effective date of termination.

   3. Survival of Certain Provisions. Upon termination of the Agreement, all rights and obligations arising under the following sections will survive termination: Section 2, Section 3, Section 4, Section 5.3, Section 6, Section 7, Section 8.4, Section 9, and Section 10.

9. ADDITIONAL TERMS.

   1. Relationship. The relationship of the parties established by the Agreement is that of independent contractors, and nothing contained in the Agreement should be deemed or construed to create a partnership, joint venture, or employer-employee relationship, or give either party the power to act as an agent for, or direct or control the day-to-day activities of the other. Each party will be responsible for its own costs of conducting business and performing its obligations under the Agreement.

   2. Governing Law. The Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles.

   3. Entire Agreement. The Agreement contains the entire agreement between the parties. All Schedules referred to in the Agreement are incorporated in the Agreement by this reference. All prior agreements, discussions understandings and negotiations relating to the subject matter thereof are merged into the Agreement. The Agreement may be amended only by a written document executed by both parties, which may include electronic signatures. The Agreement may be executed and delivered in counterparts, each of which will be deemed an original, but all of which taken together will constitute the same instrument.

   4. Severability. If any part of the Agreement is unenforceable, the remaining portions will remain in full force and effect.

   5. Waiver. The waiver of a breach of any provision of the Agreement will not waive any other or subsequent breach.

   6. Assignment. The Agreement, and each party’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by without the other party’s prior written consent, except that either party may assign the Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets, provided that such assignee is financially stable and able to honor the assignor’s obligations under the Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms and conditions set forth in the Agreement shall be binding upon assignees.

10. DEFINITIONS.

    1. “Agreement” shall collectively mean these Terms and Conditions and the Order Form.

    2. “Effective Date” shall have the meaning set forth in the Order Form.

    3. “Meal Kit” shall have the meaning set forth in the Order Form.

    4. “Order Form” means the ordering document that is attached to or references these Terms and Conditions.

    5. “Partner” means the legal entity identified in the Order Form that these Terms and Conditions are attached to are or referenced in the Order Form.

    6. “Platform” shall have the meaning set forth in the Order Form.

    7. “Services” shall have the meaning set forth in the Order Form.

    8. “Term” shall have the meaning set forth in the Order Form.