These Merchant Terms and Conditions (the Terms and Conditions”) govern and are incorporated into the Meal POP INC Merchant Agreement between Meal POP INC and Merchant (collectively, the Agreement”). Meal POP INC, subject to the provisions of this paragraph, may amend the Terms and Conditions in its sole discretion and at any time. The most recent version of the Terms and Conditions (as may be amended by Meal POP INC from time to time) will be available on Meal POP INC’s website. Merchant agrees that this notification method constitutes adequate notice to inform Merchant of any amendments to the Agreement and Merchant further agrees to be bound by any such amendments to the Agreement upon such notification.

Definitions

"MERCHANT OFFERING” means the goods and/or services to be provided by the Merchant, stated in Meal POPs’ mobile application (the Voucher”) as presented by Meal POP INC.

"DAILY MAXIMUM NUMBER OF VOUCHERS” means the maximum number of Vouchers Meal POP INC is authorized to administer the sale of on behalf of Merchant each day.

"VOUCHER  VALUE” means the total monetary value of each Voucher.

"PROMOTIONAL VALUE” means the Full Value less the Amount Paid.

"MERCHANT FEE PER VOUCHER REDEEMED” means the remittance amount that the Merchant remits to Meal POP for every Voucher redeemed at Merchants establishment.

"FINE PRINT” means the conditions and restrictions concerning Voucher redemption and the Merchant Offering stated on the Website and Voucher.

1. Voucher Program

Meal POP INC is authorized to promote and sell Vouchers on Merchant’s behalf subject to the terms of this Agreement. The Voucher will evidence the Merchant Offering and will be sent to the purchaser electronically via Meal POP INC’s mobile application. The purchaser will then redeem the Voucher with the Merchant by taking the following actions:

i. The purchaser will ‘click’ redeem in presence of the merchant.

ii. The purchaser will present the redemption code from the mobile application to the merchant.

Merchant is the issuer of the Vouchers and seller of the Merchant Offering.

2. Meal POP INC is authorized to promote and sell Vouchers on Merchant’s behalf through any platform, including its affiliates, business partner network, marketplace, or referral network. The Vouchers may be segmented by various variables including gender, age, location, and consumer preferences. The features may be offered through a variety of distribution channels, including, the Internet, the Website, affiliate websites, business partner network, email, mobile applications, other types of electronic offerings and other platforms or distribution channels owned, controlled, or operated by Meal POP INC, its affiliates or business partners. In addition, in connection with Meal POP INC promotion of a Merchant Offering, Merchant authorizes Meal POP INC to shorten or extend the Promotional Value Expiration Date.

3. Meal POP INC is authorized to promote and sell up to the Maximum Number of Vouchers on dates in its discretion. Merchant may increase or decrease the number in its discretion by notifying Meal POP INC.

4. Meal POP INC reserves the continuing right to reject, or discontinue any Merchant Offering, at any time and for any reason in Meal POP INC’s sole discretion, and to terminate the Merchant Offering and to remove all references to the Merchant Offering and Voucher from the Website; and redirect or delete any URL used in connection with the Merchant Offering.

5. Merchant shall honor the Vouchers for the Merchant Offering through the Promotional Value Expiration Date. After the Promotional Value Expiration Date, the merchant agrees to redeem the voucher for the amount paid indefinitely.

6. After the Promotional Value Expiration Date, Merchant must always allow the purchaser to redeem the Voucher for the Amount Paid toward the Merchant Offering. If the goods and services constituting the Merchant Offering and stated on the Voucher are no longer available, the Merchant must always allow the purchaser to redeem the Voucher toward any goods or services then offered by the Merchant equivalent to at least the Amount Paid.

7. Merchant agrees not to impose different terms or a different cancellation policy than what is imposed on its non-Meal POP INC customers.

8. Merchant is responsible for all customer service in connection with the Merchant Offering and for supplying all goods and services stated in the Merchant Offering. Merchant is also responsible for any customer loyalty programs associated with the Merchant Offering.

2. Promotional Programs

In an effort to incentivize Voucher sales, Merchant authorizes Meal POP INC, at any time and in Meal POP INC’s sole discretion, to increase or decrease the Amount Paid for the Merchant Offering (any such effort, Promotional Program(s)”).

3. Term and Termination

This Agreement will continue in effect until terminated by either party in accordance with this Section (Term”). Meal POP INC is authorized to terminate this Agreement, at any time for any reason, upon written notice to Merchant. Merchant is authorized to terminate this Agreement upon twenty-four (24) hour written notice to Meal POP INC. Termination of this Agreement will not in any way affect Merchant’s obligation to redeem any Voucher according to the terms of this Agreement, including the obligation to honor the Voucher for the Amount Paid after the Promotional Value Expiration Date. Provisions in this Agreement that are intended to survive termination will continue in full force and effect after the Term.

4.Intellectual Property Rights

1. Merchant grants to Meal POP INC a non-exclusive, worldwide, royalty free, paid-up, perpetual, irrevocable, transferable and sub-licensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform: (a) Merchant’s name, logos, trademarks, service marks, domain names, and any audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved to use by Merchant (collectively, Merchant IP”); and (b) any third party’s name, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved for use by Merchant (collectively, Third Party IP”), in each case in connection with the promotion, sale/resale (as may be applicable) or distribution of the Merchant Offering in all media or formats now known or hereinafter developed (License”). Any use of the Merchant IP or Third Party IP as contemplated in this Agreement is within Meal POP INC’s sole discretion.

2. Representations and Warranties

Merchant represents and warrants that: (a) Merchant has the right, power and authority to enter into this Agreement; (b) Merchant, if required by applicable law, is registered for sales and use tax collection purposes in all jurisdictions where Merchant’s goods and services will be provided; (c) the Voucher, upon being delivered by Meal POP INC, will be available immediately for redemption and Merchant will have sufficient goods and/or services available for redemption through the Promotional Value Expiration Date (i.e., a number of goods and/or services sufficient to fulfill its redemption obligations in connection with the applicable Maximum Number of Vouchers); (d) the terms and conditions of the Voucher, including any discounts or goods and services offered thereunder do not and will not violate any, local, state, provincial, territorial or federal law, statute, rule, regulation, or order, including but not limited to, any law or regulation governing the use, sale, and distribution of alcohol and any laws governing vouchers, gift cards, coupons, and gift certificates; (e) the Merchant’s redemption of the Voucher will result in the bona fide provision of goods and/or services by Merchant to the purchaser; (f) Merchant owns all interest in and to the Merchant IP and has licensing rights in (with the right to sublicense to Meal POP INC) the Third Party IP, and has the right to grant the License stated in this Agreement; (g) the Merchant IP and the Third Party IP, the Merchant Offering, Meal POP INC’s use and promotion thereof, and the results of such Merchant Offerings, will not infringe, dilute, misappropriate, or otherwise violate, anywhere in the world, any patent, copyright, logo, trademark, service mark, trade name, rights in designs, or other intellectual property right or right of privacy or publicity of any third party or any applicable law, and does not and will not result from the misappropriation of any trade secret or the breach of any confidentiality obligations to any person or entity; (h) the Merchant IP and Third Party IP does not include any material that is unlawful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, or that encourages conduct that constitutes a criminal offense, gives rise to civil liability or otherwise violates any law; (i) the Vouchers and any advertising or promotion of Merchant’s goods and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable law; (j) Merchant and its employees, contractors and agents have had the proper education and training and hold all required and up-to-date regulatory authorization, licenses and certifications relating to any Merchant Offering to provide the goods or services described in this Agreement.

5. Confidentiality

The terms for the Merchant Offering described in this Agreement are confidential, and Merchant agrees not to disclose the terms described in this Agreement to any party (other than to its employees, parent companies, shareholders, lawyers and accountants on a strict need-to-know basis or as required by applicable public records and other law, if Merchant has taken the necessary precautions of the kind generally taken with confidential information to preserve the confidentiality of the information made available to such parties). In the event of a breach, Meal POP INC is entitled to injunctive relief and a decree for specific performance, and any other relief allowed under applicable law (including monetary damages if appropriate).

6. Other

1. The parties are independent contractors. Nothing in this Agreement is to be construed to create a joint venture, partnership, franchise, or an agency relationship between the parties. Neither party has the authority, without the other party’s prior written approval, to bind or commit the other in any way

2. This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.

3. Merchant is not authorized to transfer or assign its rights or obligations under this Agreement, whether by operation of law or otherwise, without Meal POP INC’s prior written consent. Any waiver must be in writing and signed by an authorized signatory of Meal POP INC. Meal POP INC is authorized to transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business, or by operation of law, without notice to Merchant.

4. If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement are not affected.

5. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS NOR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Meal POP INC DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE VOUCHERS ARE ERROR-FREE, OR THAT ANY MERCHANT OFFERING WILL RESULT IN ANY REVENUE OR PROFIT FOR MERCHANT.