General Terms and Conditions of Membership

Updated February, 2025

These General Terms and Conditions of Membership and Use of the OlaClick Platform (“Terms of Use“) govern the access, membership, use and operation of the OlaClick digital platform, accessible via the website “https://www.Olaclick.com” (“Platform” or “OlaClick Platform“) by Partner Establishments. Welcome to OlaClick!

The Platform is made available and managed by OLACLICK TECHNOLOGIES CO, a company headquartered in the state of Delaware, by itself or through its Affiliates (“OlaClick“, “OC” or “We“).

The Terms of Use applicable to the additional services offered by the OC (“Specific Terms of Use”) shall be those detailed in the corresponding Annexes at the end of these Terms of Use, which are considered part of these Terms of Use. In case of discrepancy between what is established in these Terms of Use and what is set forth in the Specific Terms of Use regarding commercial matters, the Specific Terms of Use for the corresponding service shall prevail.

PLEASE READ THE TERMS OF USE CAREFULLY AS YOUR USE OF THE PLATFORM IS SUBJECT TO YOUR AGREEMENT AND ACCEPTANCE OF THESE TERMS OF USE AS WELL AS OLACLICK’S PRIVACY POLICY (“PRIVACY POLICY“).

The Privacy Policy is available via https://olaclick.com/en/platform-privacy-policy/.

OC and the Partner Establishment shall hereinafter be referred to individually as “Party” and jointly as “Parties“.

Legal Nature:

1.1 The Partner Establishment understands and acknowledges that these Terms of Use and Privacy Policy have the legal nature of a contract and agrees that acceptance shall bind the Partner Establishment to its terms and conditions. We therefore recommend that the Partner Establishment print a copy of these documents for future reference. If you do not agree to these Terms of Use or the Privacy Policy, the Partner Establishment must refrain from registering and using the Platform.

1.2. To use the Platform, the Partner Establishment must read, understand and accept these Terms of Use and the Privacy Policy. Acceptance of these Terms of Use and the Privacy Policy constitutes acknowledgement that the Partner Establishment has read and understood all the terms contained in these documents. If the Partner Establishment has any questions about these Terms of Use and/or the Privacy Policy, we recommend that the Partner Establishment contact OC before accepting these Terms of Use and/or the Privacy Policy

through our Client service channels or by emailing [info@olaclick.com]. We will be happy to answer any questions you may have.

Definitions:

2.1. Capitalised terms used in these Terms of Use shall have the meanings set out below:

(i) “Partner Establishment“. An individual or legal entity that registers on the OlaClick Platform in order to display, advertise, offer and market its products and/or services to Clients. For the purposes of these Terms of Use, the Partner Establishment is identified by the data provided by it when registering on the OlaClick Platform, which are incorporated into these Terms of Use.

(ii) “Digital Menu“. Digital menu/card generated and made available by the Partner Establishment through the OlaClick Platform listing all products and services offered by the Partner Establishment, including information such as the description and price of each product/service.

(iii) “Client“. Any person, natural or legal, who, as a final recipient, accesses the Digital Menu generated and made available by the Partner Establishment through the OlaClick Platform, to request and purchase the products and/or services offered by the Partner Establishment.

(iv) “Personal Data“. any information relating to an identified or identifiable natural person.

(v) “Data Protection Legislation“. Any laws and regulations in relation to the processing, protection and privacy of Personal Data that are applicable and, if applicable, all guidelines, standards, rules, ordinances, regulations and codes of practice and conduct issued by the authorities of Delaware and any other jurisdiction as applicable and in accordance with the Privacy Policy. The Partner Establishment declares to know and comply with the Data Protection Legislation.

(vi) “User“. A capable individual over the minimum legal capacity age who may or may not be accessing the Platform on behalf of a legal entity and who registers on the Platform to enjoy the functionalities offered therein by adhering to these Terms of Use and the Privacy Policy. Users may be Partner Establishments or Clients.

(vii) “OlaClick Platform“. Virtual platform accessible via the web (available at “https://www.olaclick.com/”) ) through which Partner Establishments can carry out various types of actions with the aim of exposing, publicising, offering and marketing their products and/or services to Clients, including, but not limited to: (i) create and make available a Digital Menu of the products/services that the Partner Establishment wishes to offer to potential Clients, (ii) generate a QR Code for the Digital Menu; (iii) insert and/or modify the prices of the products/services offered; (iv) add, modify and delete products/services from the Digital Menu; (v) receive orders from potential Clients via WhatsApp; and (vi) access the history of orders placed.

(viii) “Privacy Policy“. It is the Privacy Policy of the OlaClick Platform that regulates the Processing of Personal Data by OC, applicable to all Users, including Partner Establishments and Clients alike. The Privacy Policy is available via the https://olaclick.com/en/platform-privacy-policy/

(ix) “Consumer Protection Legislation“. These are all laws, rules, regulations, requirements and guidelines relating to consumer protection, applicable to the Partner Establishment and/or the Clients. Partner declares to know and comply with the Consumer Protection Legislation.

(x) “Data Subject“. an identifiable natural person, one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

(xi) “Processing“. any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

(xii) “Personal Data Breach“. a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed.

(xiii) “Consent“. any freely given, specific, informed and unambiguous indication of the data subject’s wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to him or her.

(xiv) “Affiliates“. Any person, organization or company controlling, controlled by or under common control with one of the Parties.

About the Platform:

3.1. The OlaClick Platform is a technological tool that, by using the Internet, facilitates the approximation between Partner Establishments that wish to offer and market their products and services and Clients who wish to request and purchase such products or services from the Partner Establishment, through the use of the OlaClick Platform. In that sense, it must be clear that Olaclick is not responsible for any activity carried out by the Partner Establishment and that they are two different and distinguishable entities.

3.2. Therefore, in the event that OC has reasonable grounds to suspect, at its sole discretion, that the Partner Establishment is involved in fraudulent activities, scams, or any other illegal behavior related to transactions conducted through the Olaclick Platform, OC reserves the right to disclose relevant information of the Partner Establishment to the Clients, competent authorities, as well as to third parties affected by the alleged fraud. In that regard, the Partner Establishment hereby consents to the disclosure of their relevant information as outlined in this provision. This consent is provided voluntarily and with the understanding that such disclosure may be necessary to address and investigate potential fraudulent activities.

3.3. The Platform enables Partner Establishments to create and make available Digital Menus, in which they list the products and services offered and provide information on the description and price of each item. Through the Platform, the Client may access the Digital Menu of a particular Partner Establishment and select all the items they wish to purchase. When

finalising the order, the Platform will open a conversation window on the “WhatsApp” application directed to the contact number provided by the Partner Establishment as a pre structured message suggestion containing the items selected by the Client, the amount of each item, the total amount and the Client’s contact and delivery details (such as name, telephone number and address, as detailed in the Privacy Policy). If the Client agrees, the Client must send the message to the Partner Store, and place the order directly with the Partner Store.

3.4. Among the functionalities of the Platform available to Partner Establishments, the following stand out: (i) the creation and provision of a Digital Menu containing the products/services that the Partner Establishment wishes to offer to potential Clients, (ii) generation of QR Code for the Digital Menu; (iii) insertion and/or modification of the prices of the products/services offered in the Digital Menu; (iv) addition, modification and deletion of products/services from the Digital Menu; (v) receipt of orders from potential Clients via WhatsApp; and (vi) access to the history of orders placed.

3.5. In order to guarantee the quality of the Platform, new functionalities may be included in updates and new versions of the Platform, as well as functionalities currently existing may cease to exist and/or suffer limitations. OC makes no commitment to keep active any tool, functionality or service that is currently offered or has been offered in the past, regardless of whether it was offered for free or for a fee.

3.6. The Partner Establishment states that it is aware and agrees that OC only provides the Platform to bring Partner Establishments and Clients together, by enabling Partner Establishments to create and make available their Digital Menu and for Clients to order and purchase the products and services offered. Thus, OC has no participation, interference or responsibility in the relationship established between the Partner Establishment and the Clients, including in the event of any default by the Clients or the Partner Establishment.

3.7. In addition, the Partner Establishment is fully aware that OC does not offer any type of freight service, transport, delivery, nor the approach of the Partner Establishment with deliverers (except for certain countries in which an integration with third party orchestrators or providers might be available, see applicable clause below), and the Partner Establishment must arrange its own form of delivery of products and services to Clients, or using any third party providers.

3.8. The Platform may include the offer of third party services, which shall be provided according to terms and conditions determined by such third parties and under their exclusive responsibility (“Third Party Services“).

3.9. These Terms of Use apply to all OC platforms. Notwithstanding the foregoing, the services may be subject to specific contract terms, agreements, policies, guidelines, standards and regulations, which must be accepted at the time the respective service is contracted or used. Unless otherwise expressly stated in these Terms of Use, any new features that are implemented on the Platform shall be subject to these Terms of Use.

Technical Requirements for the Use of the Platform:

4.1. Use of the Platform necessarily depends on equipment and devices connected to an internet network, which must be independently obtained and hired by the Partner Establishment. Access to and use of the Platform may be adversely affected by the version of the operating system of the Partner Establishment’s device or by the technical condition of the devices used by the Partner Establishment. The suitability and updating of devices, browsers or operating system versions for the operation of the Platform is the Partner Establishment’s responsibility. OC shall not be liable for any damage incurred as a result of the discontinuation and/or alteration of old versions of the Platform. We therefore recommend that the Partner Establishment access the Platform frequently to check for new updates.

Registration:

5.1 To fully use the functionalities of the Platform, the Partner Establishment must register on the Platform by providing OC with all the information requested in the registration forms, which will be subject to the Privacy Policy. Registration and access to the Platform today are free of charge to all Partner Establishments, without prejudice to any subsequent changes (duly notified to the Partner Establishment).

5.2. The Partner Establishment shall be responsible for checking that all of its data on the Platform are correct and represent its reality at the time of registration of the information, even in the case of automatic completion of data by OC. By registering, the Partner Establishment guarantees the accuracy, clarity, authenticity, legality, validity and updating of the information provided.

5.3. The Partner Establishment shall at all times keep its data up to date and OC shall not be obliged to police or monitor the Partner Establishment’s data or any additional information provided by the Partner Establishment, but may at its sole discretion delete or question data which appears to it to be untrue or request that the Partner Establishment’s identification and registration details be updated.

5.4. When registering, the Partner Establishment must create a login and password to access the Platform. The login and password used by the Partner Establishment to access the Platform are confidential and are its sole responsibility. OC warns that a third party’s access to the Partner Establishment’s account on the Platform may give the third party access to the Partner Establishment’s data and that of its authorized Users, including Personal Data, so if the Partner Establishment has any reason to believe that the confidentiality of this information has been compromised, it must contact OC immediately to the following email cs@olaclick.com.

5.5. The login the Partner Establishment creates to access the Platform shall be for personal and non-transferable use and may not be assigned to third parties, even temporarily. The Partner Establishment may not, under any circumstances, have more than one login to access the Platform. If it is necessary to modify any data, the Partner Establishment shall do so through the Platform itself, through the service channels of OC, or by e-mail cs@olaclick.com.

5.6. OC reserves the right to use all valid and possible means to confirm the identity of the Partner Establishment and its authorized Users and to verify compliance with the requirements for use of the Platform by the Partner Establishment and its authorized Users. In this regard, OC may, at any time, at its discretion, request copies of documents from the Partner

Establishment and its authorized Users in order to verify the veracity of its registration information. If OC finds that the Partner Establishment registration contains inaccurate or outdated data, the Partner Establishment is aware and agrees that it has two (2) business days to make the necessary corrections, otherwise OC may, at its sole discretion, suspend or terminate the Partner Establishment account.

Registration on the “WhatsApp” Platform:

6.1 After registering on the Platform, the Partner Establishment must also register on the “WhatsApp” platform in order to receive orders placed by the Client via the Platform. The Partner Establishment declares to be aware that the full use of the functionalities of the Platform depends on the registration on the “WhatsApp” platform, which is subject to the privacy policy and the specific terms and conditions of use of said platform. The Partner Establishment also acknowledges that the “WhatsApp” platform is owned and operated by a third party and is not under the control or interference of OC. Accordingly, the Partner Establishment is aware and agrees that OC shall not be responsible for the services provided by the “WhatsApp” platform or the relationship between the provider of the “WhatsApp” platform and the Partner Establishment.

7.Terms and conditions Payment of fee and/or extra features

7.1. Olaclick may charge a certain fee for the use of certain of its features, in which case, by registering for an Olaclick account, you agree to pay Olaclick the fee applicable to the feature, plan or level account chosen by you when registering or when updating such registration details, for the time specified there. Olaclick reserves the right to update or change the fee, fee structure, features or plan details at any time with notice through the platform, or any other means deemed appropriate by OC. In plan or level subscriptions plans, the fee might not include certain “advanced features” that could be purchased and charged in addition to the subscription fee. If the plan has a monthly order limit, once the limit is met, the Partner Establishment shall upgrade to another plan to continue using the platform or way until the next month. The order limits may be modified at any time at Olaclick’s sole discretion, in which case, the updated order limits shall apply in the Partner Establishment’s next renewal date.

7.2. The Partner Establishment agrees, by accepting these Terms of Use, that when acquiring any plan or add-on, the renewal of the selected plan will be processed automatically on the renewal date (the corresponding anniversary of their contracting date), and the receipt for the renewal fee will be sent or made available to the Partner Establishment’s account of the platform’s dashboard. The Partner Establishment also agrees that it is their responsibility to maintain a valid payment method on the Platform in order to process their subscription renewals. In case we’re not able to process the payment on the renewal date, access to the Partner Establishment’s account will be temporarily suspended, restricting the access to the contracted services, until the Partner Establishment regularises the corresponding payment. If the Partner Establishment wishes to use the free services or free plan available while the account is suspended, they can do so by creating a new account. If the Partner Establishment does not wish to renew its plan, they must notify Olaclick prior to the plan renewal date.

7.3. The Partner Establishment can upgrade its plan at any time and its term will start from the date the new plan was chosen. In such a case, the current plan will be canceled and replaced by the new plan.

7.4. In the event that the Partner Establishment wishes to downgrade its plan, the current plan and the applicable fee will continue for the initially agreed upon term, after which it will be canceled and replaced for the new plan.

7.5. In case the Partner Establishment would like to cancel the contracted plan, the agreed plan as well as its fee will continue to be applicable for the remaining contracted period, after which it will be canceled, without any reimbursement.

7.6. Olaclick will not be responsible for any concept related to taxes or deductions; and, the corresponding taxes will be charged if necessary.

7.7. Fees may be charged to the Partner Establishment by any means and jurisdiction Olaclick deems appropriate, sending the corresponding receipt and the details of the contracted plan. Likewise, the Partner Establishment acknowledges that under no circumstances will Olaclick cancel invoices or issue credit notes.

7.8. In the event that the automatic debit for the corresponding fee is not possible, Olaclick will alert the Partner Establishment for it to regularise the payment. If within the period described in the alert the corresponding payment is not made, the contracted plan will be suspended.

Terms and conditions of online payment

8.1. Olaclick might offer a feature for accepting online payments. Payment Method availability varies by geography. Depending on your location, you may not be able to use one or more of the Payment Methods. Payment Methods are sourced from various third-party providers, and each provider controls the terms that apply to its Payment Method. Therefore, you accept that in order to use the online payments feature, you shall, in addition to these Terms of Use, agree to the terms and conditions specified by the corresponding Payment Method provider. Olaclick does not provide nor is directly or indirectly involved in the online payment process and, as such, does not have any type of control or involvement over such transactions. As a consequence, Olaclick shall not be responsible and shall not assume any liability for any online payment transactions, including those implying incorrect transactions; frauds, refunds or inaccurate data entry. The terms and conditions applicable to a Payment Method are subject to change at any time, which shall be given notice by Payment Method provider in accordance with such terms, and shall be your responsibility to periodically review your compliance with the applicable requirements.

8.2. Olaclick may provide the functionality of in-table payments, which shall be connected with the Payment Methods, for which the Partner Establishment shall accept its terms and conditions. Likewise, the commercial conditions of the in-table payments functionality shall be those that are detailed in the specific document subscribed for such service, which are subject to change at any time.

Outsourced delivery service

9.1. Olaclick may offer Partner Establishments the connection to third party providers for delivery services.

9.2. Additionally, the following must be taken into account:

(i) The Partner Establishment shall be solely responsible to the outsourcing company and/or its client for the suitability of the product and its packaging holding OC harmeless. They shall also be solely responsible for verifying that their customer’s order is delivered to the correct carrier, and for ensuring that the order delivered to their customer is correct and complete.

(ii) The Partner Establishment assumes full responsibility, holding Olaclick harmless for the management of the product, claims, returns and payments of their products or any other concept.

10.. Acceptance of these Terms of Use:

10.1 By accepting these Terms of Use, you represent and warrant that you have sufficient authority to represent and bind the Partner Establishment to comply with these Terms of Use, including the acceptance of and obligations under the Privacy Policy.

Modification of the Terms of Use:

11.1. The Partner Establishment declares and accepts that these Terms of Use may be modified by OC at any time, with prior notice to the Partner Establishment of at least five (5) business days, via the Platform or the email address informed by the Partner Establishment. The Partner Establishment must check this page and review these Terms of Use periodically to ensure that it agrees to the modifications. Use of the OlaClick Platform necessarily implies acceptance of these Terms of Use and any modifications thereto. Except where express Consent is required, if the Partner Establishment continues to use the Platform and/or does not object to the changes and new terms informed by OC within five (55) days of receipt of notification by the Partner Establishment, it shall be understood that the Partner Establishment tacitly, irrevocably and irreversibly agrees to the changes. If it does not agree to the changes to the Terms of Use, the Partner Establishment shall refrain from using the Platform.

Obligations of OC:

12.1 The obligations of OC are

(i) Integrating the Partner Establishment in the Platform,

(ii) Host the Partner Establishment Digital Menu and keep it accessible on the Platform so that the Partner Establishment can share it with its potential Clients;

(iii) Grant the Partner Establishment access to the OlaClick Platform;

(iv) Providing access to the control panel with the history of orders placed through the OlaClick Platform to the Partner Establishment; and

(v) Respond to suggestions, recommendations and warnings from the Partner Establishment, insofar as they relate to the purpose of these Terms of Use.

Obligations of the Partner Establishment:

13.1 Without prejudice to the other obligations set out in these Terms of Use and the Privacy Policy, the Partner Establishment undertakes to:

(i) Be responsible for the correct supply of their data and/or information, being aware that the incorrect supply may impair the commercialization of products and services to Clients;

(ii) Be responsible for the acts practiced by its collaborators, as well as for its obligations in the civil, fiscal and labour areas, including before Clients, in relation to the products and services traded through the Platform;

(iii) Keep its Digital Menu and opening hours updated on the Platform, as well as remaining online and accepting orders placed by Clients during all the opening hours informed;

(iv) Maintain the quality of the products and services offered through the Platform, preparing the orders exactly as stated in its Digital Menu and delivering the orders to the Clients, in a packaging suitable for transportation;

(v) Provide for the re-execution of any order placed by Clients in the event of any non conformity;

(vi) Comply with all applicable laws and regulations in the production, offer and delivery of the products or services in question and be responsible for compliance with any and all rules applicable to its activities. Liability for any legal or regulatory violations shall lie solely with the Partner Establishment;

(vii) Not offer any product or service that represents, or carry them in any way, an illegal, immoral product or service, to which it is not qualified or licensed to comply or that may, in any way, cause damage to OC, the Clients, other Users or third parties;

(viii) Not offer any services for any dealings, engagement, or sale of goods/services linked directly or indirectly with Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk Regions. Additionally, it is prohibited to use OC products and services to directly or indirectly export, reexport, sell, or supply accounting, trust and corporate formation, or management consulting services to any person located in the Russian Federation. Furthermore, Partner Establishments will abstain to directly or indirectly use OC services for the following (this is not an exhaustive list but merely an illustrative one):

Prohibited Business

Illegal products and services

Illegal drugs, substances or any equipment for their production;
Fake references or ID-providing services;
Telecommunications manipulation equipment;
Any business or entity that engages in, promotes or celebrates unlawful violence or physical harm, unlawful violence toward any group based on race, religion, disability, gender, sexual orientation, national origin, or any other characteristic;
Products or services that are in violation of the applicable law;

Products and services that infringe intellectual property rights

Sales or distribution of music, movies, software, or any other licensed materials without authorization;
Counterfeit goods, illegally imported or exported products;
Unauthorized sale of brand name or designer products or services; ● Products or services that directly infringe or facilitate infringement upon the trademark, patent, copyright, trade secrets, proprietary or privacy rights third parties;

Products and services that are unfair, predatory, or deceptive

Pyramid schemes
‘Get rich quick’ schemes (for example. investment opportunities or other services that promise high rewards with the objective of misleading consumers)
No value added services including sale or resale of a service and resale of government offerings without authorization or added value;
Sales of online traffic or engagement;
Negative response marketing and telemarketing;
Predatory mortgage consulting, lending, credit repair and counseling services; ● Predatory investment opportunities with no or low money down;
Remote technical support, mugshot publication or pay-to-remove sites, essay mills, chain letters, door-to-door sales;
Any other businesses that OC considers unfair, deceptive, or predatory; Adult content and services
Pornography and other mature audience content (nudity or explicit sexual acts); ● Adult services (prostitution, escorts, pay-per view, sexual massages, and adult live chat features);
Adult video stores;
Gentleman’s clubs, topless bars, and strip clubs;

Following legal services

Law firms collecting funds for other purposes than service fee payment; ● Bankruptcy attorneys;
Bail bonds;

Firearms, explosives and dangerous materials

Guns, ammunitions, weapons, fireworks and any similar devices; ● Peptides, research chemicals, and other toxic, flammable and radioactive materials;

Gambling

Games of chance i, and others for a monetary or material prize;
Sports forecasting or odds making with a monetary or material prize; ● Lotteries;
Bidding fee auctions;

Marijuana

Cannabis products, dispensaries and related businesses;
Products containing any amount of CBD/THC;

In Mexico’s jurisdiction

Adoption agencies;
Credit card and identity theft protection services;
Cross-border currency exchange services;
Debt collection agencies;
Direct marketing- travel;
Electronic cigarettes for card-not-present transactions;
Ephedrine;
Game console modification devices;
HCG weight loss;
Investment services;
Penny auctions;
Pharmaceuticals wholesale for card-not-present transactions;
Search engine optimization;
Telemedicine;
Tobacco for card-not-present transactions;

In United States jurisdiction

Extended warranties and subscriptions over one year;
Sex toys;
Sexually oriented dating services;
Unregistered charities;

Restricted Businesses

You must not use OC services for the following activities, unless you have received OC´s written approval.

Regulated industries such as:

Financial products and services

Investment and brokerage services;
Lending services;
Buy Now Pay Later services;
Crowdfunding;
Debt collection agencies;
Insurance services;
Money transmitters, currency exchange services and other money services businesses;
Neobanks / challenger banks;
Other financial institutions;

Government services

Government grants;
Embassy, foreign consulate, or other foreign governments;

Pharmaceuticals and telemedicine

Online pharmacies;
Prescription-only products;
Telemedicine and telehealth services;

Tobacco

Tobacco products including e-cigarettes and e-liquid;

Others

Credit card and identity theft protection services;
Other age restricted goods or services;

Businesses that may pose elevated financial risk such as: Travel

Travel reservation services and clubs;
Airlines and cruises;
Timeshare services;

Non-fiat currency and stored value

Virtual and cryptocurrencies, non-fungible tokens (NFTs), and mining services; ● Prepaid phone cards, sim cards, and phone services
Sale of stored value or credits maintained, accepted and issued by anyone other than the seller;
Sale of in-game currency or game items, unless the business is the operator of the virtual world;

Business models that may be particularly prone to abuse by ‘bad actors’ such as:

Multi-level marketing

Businesses where the revenue is obtain both from selling items and from signing up new sellers;
Network marketing and referral marketing;
Shipping and forwarding brokers;

Shipping

Shipping brokers;
Forwarding brokers;
Drop shipping;

Others

Charity sweepstakes and raffles for fundraising;

(ix) Additionally the Partner Establishment must abstain of misusing of OC services, it will be consider that a service is being misuse when the Partner Establishments do, among others, the following:

Use OC services with false, manipulated, inaccurate, illegal or misleading information regarding your identity, business entity, the nature of business, and any other information requested by OC (you must inform us of any information changes)
Use OC services to facilitate transactions on behalf of another undisclosed commerce or for products/services that were not disclosed to OC or for illegal purposes;

(x) Issue an invoice or equivalent document to the Clients, in which the value of the products/services must be exactly the same as the one advertised on the Digital Menu.

(xi)The Partner Establishment for Products of restricted use, such as tobacco and alcoholic beverages, must verify that the final Client of the products is of legal age. In the event that the Partner Establishment identifies that the final Client is not of legal age, the Partner Establishment will not deliver the products to the final Client, it being understood that, in such case, OC shall have no liability whatsoever for the non-delivery of the products.

13.2 The User may not:

(i) Use the Platform in a way that, in any way, implies violations of the applicable rules, including the Data Protection Legislation and the Consumer Protection Legislation;

(ii) Copy, assign, license, sublicense, sell, rent, lease or give in guarantee, distribute, share, reproduce, donate, dispose of in any way, make available, give access to the Platform or transfer all or part of the Platform software, as well as its modules, parts, manuals or any information related to it, including any content from OC or other Users, under any modalities, free of charge or onerously, temporarily or permanently;

(iii) Decompile or promote, and/or facilitate, any reverse engineering, improper access, or attempted reverse engineering or improper access, to the source code of the Platform;

(iv) Employ software, techniques and/or artifices with the intention of unduly using the Platform for practices that are harmful to OC, other Users or third parties, such as hacking, scraping, crawling, exploits, spamming, flooding, spoofing, crashing, root kits, etc;

(v) Reproduce, adapt, modify and/or use, in whole or in part, for any purpose, the Platform or any content from OC or other Users, without express authorisation;

(vi) Practice acts that cause or propitiate the contamination or harm any equipment of OC, other Users and/or third parties, including through the publication or transmission of any file that contains viruses, worms, malware, bot, backdoor, spyware, rootkit, Trojan horses or any other contaminating or destructive program;

(vii) Engaging in any conduct that may interfere with the proper functioning of the Platform;

(viii) Using the Platform for a purpose other than that for which it has been made available by OC;

(ix) Use the Platform, or allow its use, for, by, of third parties or for their benefit; (x) impersonating or attempting to impersonate other Users or using other Users’ accounts

(xi) Falsify, omit or simulate IP, network or e-mail addresses, in an attempt to conceal identity or authorship or even blame innocent third parties;

(xii) Violate or threaten the rights and interests of OC, other Users or third parties;

(xiii) Perform acts contrary to morality, law and public order and including, but not limited to, pornography, corruption, money laundering, fraud, among others;

(xiv) Attempt to appropriate the intellectual property or content of OC or other Users by any mechanism; and/or

(xv) Using the Platform with the aim of developing or operating a product similar or competing with the Platform or any other product or service of OC, or facilitating access to the Platform by a competitor of OC.

13.3. The Partner Establishment is solely responsible for the safekeeping and secrecy of the username and password of its account on the OlaClick Platform, and for restricting access to

the device used to access the Platform, being responsible for all actions carried out through its account.

13.4. The Partner Establishment will be solely and exclusively responsible for the regularity, lawfulness and conformity of its activities with the legislation in force, it being incumbent on it to obtain any and all registration, enrolment, license or authorisation required for the production, offering, marketing and supply of products and services offered by it on the Platform, as well as to observe all relevant legislation, including the regulations, resolutions, ordinances, notices, orders and instructions which may be issued by the competent authorities.

13.5. The Partner Establishment assumes full and exclusive responsibility for providing the products and services it offers on the Platform, including for their lawfulness, suitability and quality, including in relation to Clients and third parties.

13.6. If OC detects any possible violation of Consumer Protection Legislation, of these Terms of Use, of the Privacy Policy or of any other applicable law, OC may, in its sole discretion, without prejudice to other measures, without proof and regardless of notice to the Partner Establishment: (i) edit the Partner Establishment’s Digital Menu; (ii) suspend or limit the Partner Establishment’s access to the Platform; (iii) suspend or block the Partner Establishment’s account temporarily or permanently, making it impossible for Clients to place new orders. and/or (iv) take other civil or criminal measures it deems necessary for the enforcement of these Terms of Use, for the proper operation of the Platform and for the repair of the respective damage caused. In this event, the Partner Establishment agrees to fully exonerate OC from any and all liability arising from any loss or damage in relation to the loss and/or unavailability of information, documents or other content in general or for any losses and damages, including lost profits, arising from the Clients inability to place orders.

Declarations and guarantees of the Partner Establishment:

14.1. The Partner Establishment states and warrants that: (i) is able to provide the services and products offered in its Digital Menu; (ii) has all necessary authorizations, licenses, registrations and training to provide the services and products offered in its Digital Menu, in a satisfactory and safe manner; (iii) has regular registration with any government agencies competent to supervise the activity, as required by law, (iv) the activities carried out on the Olaclick Platform are licit, otherwise the Partner Establishment will hold Olaclick harmless.

14.2 The Partner Establishment represents and warrants that it is the owner or licensee of the necessary rights over the images and/or photographs inserted, published, conveyed and/or generated in its account on the OlaClick Platform or displayed on its Digital Menu, and warrants that it has all rights and powers necessary to use such images and photographs and license their use to OC. Accordingly, the Partner Establishment declares and accepts that it shall be solely responsible for any infringement of third party rights over the authorship or ownership of said images and/or photographs. Notwithstanding the foregoing, OC may delete products, images and/or photographs contained in the Digital Menu or Partner Site account that violate applicable law or about which it has received a complaint from a third party.

14.3. The Partner Establishment agrees to defend, indemnify and hold harmless OC and its Affiliates, directors, employees and agents, from and against any charges, actions or claims,

including but not limited to court costs and reasonable attorneys’ fees, resulting from: (i) the possible misuse of the Platform; (ii) the violation of these Terms of Use, the Privacy Policy or the applicable laws and regulations; (iii) the use of Personal Data in disagreement with the Data Protection Legislation, or the conditions agreed in these Terms of Use or the Privacy Policy; and (iv) any demands related to any action or omission or in any other way related to the use, of the Platform.

Third Party Services:

15.1 The services provided by the Platform may also use services, channels, platforms or products of third parties, including, but not limited to, the “WhatsApp” platform (“Third Party Services“), operated by third parties that have no relationship with OC. Such Third Party Services may include, for example, services for executing and receiving payments, instant messaging applications, and others. In such cases, your use of such Third Party Services will be subject to the specific terms and conditions of each Third Party Service and OC is not responsible for and has no control over the relationship between the Partner Establishment and the Third Party, the agreed terms or the characteristics and quality of such Third Party Services.

15.2 The Platform may contain links to, or content from, other websites or third party websites of OC or non-OC partners, which does not mean that these websites are owned or operated by OC. OC has no control over these third party sites and shall not be liable for the content, practices and services offered by any third parties, even if contained on its Platform. The presence of third party content on the Platform does not imply a relationship of endorsement, approval, partnership, supervision, complicity or solidarity on the part of OC towards these sites and their content.

OC duties:

16.1. OC may, at its sole discretion:

(i) Suspend, modify or terminate, partially or totally, the functionalities or activities of the Platform;

(ii) Carry out any and all checks, investigations, internal analysis of data related to the use of the Platform by the Partner Establishment and the adoption of any corrective measures in order to correct problems, avoid fraud, meet requests from the Partner Establishment and any other purpose necessary to preserve the integrity of the Platform and Users;

(iii) Disable, without prior notice, the access of the Partner Establishment to the Platform, temporarily or permanently, in case of non-compliance or suspected non-compliance with any of the obligations assumed in these Terms of Use, the Privacy Policy or the applicable legal documents, at the sole discretion of OC; and/or

(iv) Set prices and commissions for offering certain features and/or services, even if initially offered free of charge, upon prior communication by means of the email address informed by the Partner Establishment or notice on the Platform itself, being the use of these, after such notice, considered as agreement of the Partner Establishment with such prices.

Intellectual Property Rights:

17.1 These Terms of Use grant the Partner Establishment a personal, worldwide, revocable, non-exclusive, non-transferable license to use the Platform for the sole purpose provided for herein. This license does not grant the Partner Establishment the right to use the Platform for any purpose not expressly provided for in these Terms of Use. Accordingly, the license does not authorise the Partner Establishment, without any limitation whatsoever, to copy, modify, distribute, sell or rent the Platform, the services and content of OC and other Users made available and/or made possible by the Platform.

17.2 Use of the Platform by the Partner Establishment is personal and non-transferable, solely for lawful purposes related to the purpose for which the Platform is intended, as provided for in these Terms of Use. Under no circumstances will the Partner Establishment have access to the source code of the software used on the Platform, as this is, and will remain, the sole and exclusive intellectual property of OC.

17.3 Except as expressly provided in these Terms of Use, nothing set forth herein shall be deemed to have the effect of transferring, assigning or licensing any intellectual and/or industrial property rights or other proprietary rights from one Party to the other.

17.4 The Partner Establishment does not acquire through these Terms of Use any intellectual property rights or other exclusive rights, including patents, designs, databases, trademarks, copyrights, content or rights to confidential information or trade secrets, on or relating to the Platform, which are the exclusive property of OC.

17.5. Any and all intellectual property rights related to the Platform, such as, but not limited to, text, images, videos, sounds, illustrations, graphics, data, logos, icons, photographs, editorial content, notifications, software, computer programs, source codes, icons, trade-dress and any other material, including the selection and arrangement of such material, belong and will continue to belong exclusively to OC, and are protected by the applicable law with respect to intellectual property and copyright, and acceptance of these Terms of Use by the Partner Establishment consists only of OC’s granting a limited, temporary, revocable, non-exclusive, non-transferable license to use the Platforms at all times in accordance with these Terms of Use.

17.6. It is expressly forbidden for the Partner Establishment, by itself, its partners, employees, collaborators and representatives:

(i) Transmit, disseminate, reproduce, copy or exploit, with commercial intent or not, the content of the Platform, in part or in whole;

(ii) Use data mining device and/or having similar functionality to collect and/or extract data from the Platform;

(iii) Manipulate or display the Platform and/or its respective content using framing or similar navigation technology;

(iv) Reverse engineering the Platform; and/or

(v) Create works derived from the Platform, its source codes or other contents and databases.

17.7. Should the Partner Establishment develop a new module or product characterising a copy, in whole or in part, whether of the database or of the software, this shall be deemed to be part of the software used on the Platform, its ownership being therefore incorporated by OC and its use subject to these contractual clauses, without any remuneration being owed by OC and the Partner Establishment, by itself, its partners, employees, collaborators and representatives, being barred from using, marketing or otherwise exploiting said module or product.

17.8. The use of the expression “OlaClick” as a brand, business name or domain name, as well as the content of the screens relating to the Platform, as well as the programs, databases, networks and files, are, and shall remain, the exclusive property of OC, and are protected by international laws and treaties on copyright, trademarks, patents, utility models, inventions, industrial designs and other intellectual property rights. The misuse and total or partial reproduction of the aforementioned contents are prohibited, unless expressly authorized in advance by OC.

17.9. The Partner Establishment authorizes OC to use its marks, whether registered or unregistered, solely in furtherance of the intent of these Terms of Use, including, without limitation, the display of the Partner Establishment name and logo on the Platform and their use by OC for marketing purposes in both physical and digital publications. Any other use of the Partner Establishment and/or its Affiliated entities brands by OC must be pre-approved by the Partner Establishment. Nothing in these Terms of Use shall be construed as a transfer of ownership of the Partner Establishment and/or its Affiliated entities’ trademarks to OC.

17.9.1 If the Partner Site uses third party trademarks, the Partner Site represents and warrants that it has the appropriate authorizations to use such third party trademarks, as well as the necessary powers to grant OC the right to use such trademarks within the OlaClick Platform during the term of these Terms of Use.

17.9.2 In the event that the Partner Establishment sells its own branded products, the Partner Establishment guarantees to be the sole owner of said brand.

17.9.3. The Partner Establishment agrees to hold OC harmless from any claim, dispute, demand, penalty and/or situation that may arise in relation to the trademark displayed and/or related to the OlaClick Platform by any third party or any competent authority.

17.10. By posting any type of content on the Platform, the Partner Establishment (i) grants a free, worldwide, unlimited license, for the duration of the relationship with OC or for as long as the account is maintained, to the content of the Partner Establishment, (ii) guarantees that the content posted (including images of the products offered) is of its own authorship and/or that it possesses all the rights necessary to use and license such content to OC, (iii) guarantees that the content published on the Platform does not violate any rights or intellectual property rights of third parties, and (iv) shall be fully liable for any damages or losses of any nature whatsoever arising from the breach of such obligations and guarantees.

17.11. The Partner Establishment is aware and agrees that all content sent to OC or the Platform (including ratings, feedback, testimonials, suggestions, complaints, ideas, information, comments, contacts and interactions by any means with OC or with other Users via the Platform) shall automatically become the property of OC, which shall be the sole and

exclusive owner of the intellectual property rights over such content. In the event that the assignment of the intellectual property rights over the content created by the Partner Establishment and shared with OC or other Users through the Platform is prohibited by applicable laws, the Partner Establishment hereby grants OC an exclusive, global, free, unlimited, non-revocable and valid for the entire period of legal protection, license to use and exploit the content, as it sees fit and at its sole discretion.

Limitation of Liability:

18.1. GENERALLY AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, OC DISCLAIMS ALL WARRANTIES AND/OR LIABILITIES, EXPRESS OR IMPLIED, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.

18.2. THE PARTNER’S USE OF THE PLATFORM IS AT ITS SOLE RISK AND LIABILITY AND THE PLATFORM IS PROVIDED AS IS. OC THEREFORE DOES NOT WARRANT THAT:

(i) THE ACCESS TO THE PLATFORM, ITS CONTENT AND/OR ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE;

(ii) THE PLATFORM AND SERVICES WILL MEET THE PARTNER ESTABLISHMENT’S NEEDS AND EXPECTATIONS;

(iii) THE PLATFORM WILL FUNCTION IN A SEAMLESS AND SECURE MANNER;

(iv) THE CONTENT AVAILABLE OR GENERATED ON THE PLATFORM WILL BE ACCURATE OR FULLY RELIABLE; AND/OR

(v) ANY ERRORS IN THE CONTENT OR ON THE PLATFORMS WILL BE EFFECTIVELY CORRECTED.

18.3. In addition to the above provisions, OC shall not be liable under any circumstances, even if jointly or severally:

(i) By unauthorised third party access to the Partner Establishment account on the Platform, including if there is access to Personal Data;

(ii) For acts committed by other Users or by a third party using the login and password of other Users, whatever the hypothesis by which such third party had access to such information;

(iii) By acts of the Clients, including any defaults, order cancellations, or other acts which generate losses or costs to the Partner Establishment;

(iv) For any losses incurred by the Partner Establishment, including lost profits, due to the unavailability or instability of the Platform, suspension of access to the Partner Establishment’s account, unavailability of the Partner Establishment’s Digital Menu to Clients, failures in the computer system or the Platform’s servers or its connectivity with the internet in general, the Partner Establishment must maintain, at its expense, telecommunications line, internet

access, communication software, email address and other resources necessary for communication with OC;

(v) By situations of Act of God or Force Majeure, under the terms of the applicable law;

(vi) For damage caused by programs harmful to the Platform, such as, but not limited to, viruses, trojans and hackers, malware and ransomware;

(vii) Direct or indirect damages, loss of profits, losses or expenses, as a result of the use or performance of the Platform, the unavailability or instability of the Platform, the suspension of access to the Partner Establishment’s account or the unavailability of the Partner Establishment’s Digital Menu to Clients;

(viii) Damages or losses arising from the delay or inability to use the Platform; (ix) Loss or inadequate use of information sent through the Platform; and/or

(x) Damage resulting from reliance by the Partner Establishment on any information provided by other Users.

(xi) OC shall not be liable for any damages or losses incurred by Partner Establishments or Clients for the breach of these Terms of Use.

(xii) For any unlawful act carried out on the Olaclick Platform by the Partner Establishment, Clients or Users.

18.4. OC does not warrant that the functions contained in the Platform will meet the Partner Establishment’s needs, that the operation of the Platform will be uninterrupted or error-free, that any functionality will continue to be available, or that the Platform will be compatible with or function with any third party software, applications or services.

18.5. FURTHERMORE, OC DOES NOT WARRANT, ENDORSE OR ASSUME ANY RESPONSIBILITY FOR INFORMATION PROVIDED OR ACTS BY OTHER USERS OR PARTNERS OR THIRD PARTIES THROUGH THE PLATFORM OR HAVE ANY INVOLVEMENT IN THE RELATIONSHIP BETWEEN THE PARTNER AND THE CLIENTS. THE PARTNER ACKNOWLEDGES AND AGREES THAT OC HAS NO RESPONSIBILITY FOR MONITORING TRANSACTIONS OR COMMUNICATIONS WITH OTHER USERS OR THIRD PARTIES. USERS ARE SOLELY RESPONSIBLE FOR ALL COMMUNICATIONS, TRANSACTIONS, EMPLOYMENT AND INTERACTIONS THAT THEY HAVE WITH OTHER INDIVIDUALS OR ENTITIES THROUGH OC PLATFORM. NOTWITHSTANDING THE FOREGOING OC RESERVES THE RIGHT TO REMOVE IN ITS SOLE DISCRETION, FOR ANY REASON AND WITHOUT PRIOR NOTICE, ANY MESSAGES, INFORMATION, DOCUMENTS AND/OR CONTENT IF THERE IS ANY SUSPICION OR EVIDENCE OF FRAUD OR ATTEMPTED WRONGDOING ON THE SITE, WITHOUT ASSUMING ANY RESPONSIBILITY.

18.6. IN NO EVENT SHALL OC BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OR ILLEGAL ACT COMMITTED TO ANY THIRD PARTY, CLIENT OR USER ARISING OUT OF THESE TERMS OF USE, INCLUDING DEATH, INJURY OR DAMAGE OF ANY NATURE WHATSOEVER TO ANY THIRD PARTY, CLIENT, USER, OR ANY LOSS OF

PROFITS OR REVENUE OF ANY NATURE WHATSOEVER INCURRED BY USERS, INCLUDING, WITHOUT LIMITATION, DAMAGE CAUSED BY CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE PLATFORM FOR ANY OTHER REASON.

18.7. Nothing contained in these Terms of Use is intended to exclude or limit any condition, warranty, right or liability that cannot be legally excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage. Accordingly, only such limitations as are permitted by law in the User’s jurisdiction shall apply. In cases where exclusion of liability is not possible, but the limitation of liability is legally applicable, the total liability of OC will be limited to USD 250.00 (two hundred fifty and 00/100 American Dollars).

Term and Termination:

19.1. These Terms of Use and the Privacy Policy shall be valid for an indefinite period, from the time of acceptance, and may be unilaterally terminated by OC at any time, without any liability, by means of a simple communication through the Platform itself or a message to the e-mail address indicated by the Partner Establishment when it registered.

19.2. The Partner Establishment may, at any time, request the cancellation of its account on the Platform, terminating its relationship with OC as described in section 7 of these Terms of Use, by means of a request sent by e-mail to info@olaclick.com at least thirty (30) days in advance. In this case, the User Data shall be handled in the manner set out in the Privacy Policy.

19.3 In any event of termination of these Terms of Use, OC will deactivate the Partner Establishment’s account on the Platform, making it impossible for Clients to place new orders.

19.4. During the notice period, in the event of termination without cause by the Partner Establishment, the obligations of the Parties will remain in force, especially with regard to the performance of the Partner Establishment on the Platform relating to the offer, marketing and supply of products and services available in its Digital Menu.

20. Independence of the Parties:

20.1. The Partner Establishment and OC are independent contractors. These Terms of Use do not create any kind of joint venture, partnership, or relationship of subordination between the Parties. Accordingly, the Parties shall perform their obligations to third parties (labor, administrative and tax/tax) independently.

Act of God or force majeure :

21.1 Neither Party shall be liable for any delay or breach of these Terms of Use resulting, directly or indirectly, from Act of God or Force Majeure. By “Force Majeure” or “Act of God” shall be understood all causes or events which are beyond the control of either Party and which cannot be foreseen or which, if they could be foreseen, could not be avoided.

Confidentiality:

22.1 The Parties shall keep confidential any technical, commercial, financial, strategic, legal and/or any other information related to the Parties’ business operations or related to these Terms of Use or to the Platform, which is disclosed and/or delivered in writing by one Party to the other, expressly indicating that said information is confidential or that a person at the time of disclosure may presume, under the specific circumstances in which the disclosure was made, that said information is confidential. The duty of confidentiality set forth in this clause shall run for three (3) years after the termination of these Terms of Use and/or the relationship between the Parties.

Applicable Law and Forum:

23.1. These Terms of Use shall be governed and construed exclusively in accordance with the laws of Delaware, United States.

23.2. Prior to any commencement of litigation, the Parties undertake to try and resolve the conflict amicably. When this procedure is not successful, the Parties may submit any claim related to these Terms of Use, the Privacy Policy or the Platform to the Courts of Delaware, United States, as the sole jurisdiction to settle such disputes, to the exclusion of any other, however privileged it may be.

Taxes:

24.1 Except as specifically agreed in these Terms of Use, each Party shall be responsible for the payment of the taxes levied by the Applicable Law when executing these Terms of Use. In particular, the Partner Establishment declares and warrants that it will comply with the tax obligations of its responsibility arising from the marketing of products offered on the Digital Menu generated through the OlaClick Platform.

Personal data protection:

25.1. The Partner Establishment acknowledges that it may have access to Personal Data sent by OC. The use, production, reproduction, transmission, distribution, processing, storage, deletion, evaluation or control of information and the sharing by the Partner Establishment of Personal Data sent by OC shall be in accordance with the Data Protection Legislation and shall be limited to what is necessary for the performance of the object of these Terms of Use. The use of Personal Data for any purposes that have not been expressly authorized by the Clients and/or OC is prohibited.

25.1.1 The Partner Establishment shall permanently delete any Personal Data transmitted to it under these Terms of Use at the request of the respective owners of the Personal Data or OC, with the exception of the Personal Data that must be kept on account of legal obligations.

25.1.2. The Partner Establishment shall notify OC within 3 (three) business days of becoming aware of any Personal Data Breach, leakage or compromise of its databases related to these Terms of Use, as well as any violation of the Personal Data Protection Legislation of which it is aware in relation to the Personal Data in its custody, being fully liable for any damages caused if such leakage results from its action or omission.

25.2 Processing of Personal Data by OC shall be in accordance with the Privacy Policy. Likewise, the Partner Establishment expressly agrees and grants consent for OC to transfer to third parties for commercial purposes, information about the activity of the Platform, such as: (i) products searched, (ii) commercial name and product identifier viewed by the Client, (iii) number of units added to the cart by the Client, as well as the commercial name and product identifier, (iv) number of units, commercial name and identifier of products purchased by the Client, and the monetary value of each product purchased, (v) Clients email, for which a hash will be used. For this purpose, a third party tag will be included in the Platform and in OC’s app. In the event that any personal data of the Client is commercialized, the personal data will have been previously anonymized, OC is committed to execute the data anonymization process in strict compliance with industry standards and best practices. The activities described in this clause will be carried out in compliance with data protection regulations, and OC’s Privacy Policy. In addition, OC will implement all security, technical and legal measures necessary to ensure the protection of the Client’s personal data and to prevent any unauthorized access, re-identification or misuse. By accepting this Terms of Use, the Partner Establishment acknowledges and consents to the aforementioned processing activities.

25.3 The Parties shall ensure:

(i) Appropriate treatment of the information contained in the databases that the other Party provides during the performance of the object of these Terms of Use (upon proper authorization of the Personal Data Holders);

(ii) Processing in compliance with the Personal Data Legislation; and

(iii) Treatment in accordance with the Privacy Policy.

25.4 For the purposes of these Terms of Use, “database” shall mean the organised collection of Personal Data.

General provisions:

26.1 Enforceable Title: These Terms of Use contain clear, express and enforceable obligations and, therefore, shall be enforceable as an extrajudicial title in favor of each of the Parties, binding the Parties and their successors in any title.

26.2 Partial Nullity and No Waiver of Rights. In the event any provision of these Terms of Use is found to be void, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or limited in any way. The failure or delay of either Party to exercise any of the powers or rights enshrined in these Terms of Use, or to enforce compliance therewith, shall not be construed as a waiver of such rights or powers nor shall it affect the validity in whole or in part of the Terms of Use, nor the right of the respective Party to subsequently exercise such powers or rights, unless otherwise provided by law or contract.

26.3 Assignment: The Partner Establishment may not assign, in whole or in part, these Terms of Use, or the obligations and rights arising therefrom, to any third party. OC may assign or transfer these Terms of Use and Privacy Policy upon notice to Partner. Further, OC may effect

any change in its ownership control without the need for consent of, or notice to, the Partner Establishment.

26.4 Responsibility for the products displayed: The Partner Establishment declares and acknowledges that OC is not the owner, offeror and/or possessor of the products displayed through its Digital Menu, and that they are two distinct entities. The Partner Establishment declares and agrees to be solely responsible for the products and services displayed through its Digital Menu. Likewise, it declares that the products and/or services offered are lawful under applicable law and do not violate any legal rule or are considered an infraction, violation or crime under applicable law. OC does not guarantee the veracity of the information included by the Partner Establishment in its Digital Menu, and, therefore, the Partner Establishment shall hold OC harmless from any loss and/or damage generated to Clients, other Users or third parties in connection with the publication and/or distribution of such information.

26.5. Modifications to the OlaClick Platform: The Partner Establishment represents and agrees that at any time and without notice, OC may modify the design, look and feel and artwork of the OlaClick Platform.

26.6. Availability, security and stability: OC does not guarantee the availability or uptime of the OlaClick Platform. In the event of instability or major technical inconveniences of the Platform, OC shall have no liability to the Partner Establishment, but shall make every effort to stabilize its operation.

26.7. Support and communication channel: The Partner Establishment may communicate with OC through the following communication channels: (i) email [info@olaclick.com] or (ii) by the support button on the OlaClick Platform dashboard.In order to provide the Partner Establishment with better technical support, the Partner Establishment hereby authorizes OC to access the Partner Establishment´s computer in advance through the AnyDesk tool or a similar one, with the sole purpose of resolving the technical issue the Partner Establishment has presented to OC. In this regard, it is the obligation of the Partner Establishment to supervise at all times the access by OC´s support team to their computer. Given that OC will use this tool exclusively to provide the Partner Establishment with technical support and the Partner Establishment will supervise this connection, the Partner Establishment accepts and releases OC from any liability for any damage or harm that may be caused to the Partner Establishment during or after the connection that OC makes to their computer or as a result of this.

26.8 Source of Funds and Terrorist Financing Declaration: The Partner Establishment declares that its revenue is derived from lawful activities, which are not included in the money laundering and terrorist financing control lists, managed by any national or foreign authority, and that it is consequently obliged to answer for all damages it may cause as a result of this declaration. Accordingly, OC may deprive the Partner Establishment from using the OlaClick Platform if the Partner Establishment is included in the U.S. Office of Foreign Assets Control (OFAC) list issued by the U.S. Treasury Department, the United Nations list and other public lists related to money laundering and terrorist financing.

26.9. Business ethics and anti-corruption: The Partner Establishment undertakes to implement internal control mechanisms in order to prevent the occurrence of acts of corruption in its dealings. In accordance with the foregoing, the Partner Establishment must not receive or

offer, directly or indirectly, by itself or through its partners, employees, administrators or subordinates: (i) sums of money, (ii) any object of pecuniary value or (iii) any other benefit or utility, in exchange for: (i) performing, (ii) omitting, (iii) or delaying, any act in connection with the performance of its duties. The Partner Establishment represents and warrants that both the Partner Establishment and its officers, employees, managers or subcontractors comply with the anti-corruption standards provided by applicable law. Likewise, the Partner Establishment represents and warrants that neither it nor its partners, collaborators, employees, managers or subcontractors are subject to investigations, charges or proceedings relating to the violation of anti-corruption standards and that it has not been subject to legal, disciplinary or contractual penalties deriving from the violation of such legislation. The Partner Establishment is obligated to comply with anti-corruption laws and states that any violation constitutes a breach of these Terms of Use, which gives OC the exclusive right to deprive the Partner Establishment of use of the OlaClick Platform and terminate these Terms of Use. Similarly, the Partner Establishment is obligated to notify OC of any investigation, proceeding, sanction or similar proceeding initiated against the Partner Establishment or any of its partners, employees, officers, managers or subcontractors within twenty-four (24) hours of becoming aware of the investigation.

26.10. Safety and hygiene: The Partner Establishment acknowledges that it is entirely responsible for the quality, hygiene, preparation and safety of the ingredients used in the preparation of the products it sells through the Platform. Accordingly, the Partner Establishment agrees to comply with all applicable food safety regulations and protocols, including those related to preventing Covid-19 or any other similar situation. OC shall not be liable in any degree for any violation by the Partner Establishment of the above criteria.

26.11. Restricted Sales: The Partner Establishment acknowledges that it has the authorisations and licenses from the competent authorities for the offer and sale of alcoholic beverages, if offered. Similarly, Partner-Establishment undertakes to comply with regulations regarding zoning restrictions on sales, hours and any other type of limitations applicable to the marketing of these products, especially the prohibition on the sale of alcoholic beverages to persons under the minimum legal age.

Communication with OC:

27.1 If the Partner Establishment has questions, complaints or suggestions about the Platform or its functionality, or wishes to obtain further information or clarification regarding the application of these Terms of Use or the Privacy Policy, or for any matter related to these Terms of Use, the Privacy Policy or the Platform, the Partner Establishment may contact OC via email at [info@olaclick.com]. OC will be pleased to answer any questions and/or respond to your request.

27.2. By using the Platform or sending us emails or other communications from any electronic device, the Partner Establishment is communicating with us electronically. THE PARTNER ESTABLISHMENT AUTHORISES US TO SEND ELECTRONIC COMMUNICATIONS BY VARIOUS MEANS, SUCH AS E-MAIL, TEXT MESSAGING, PUSH MESSAGES OR APPLICATION-BASED INFORMATION. THE PARTNER ESTABLISHMENT CONSENTS TO AND AUTHORIZES THE SENDING/RECEIVING OF ANY CONTACTS, NOTIFICATIONS, MESSAGES, DISCLOSURES AND OTHER COMMUNICATIONS DELIVERED

ELECTRONICALLY BY THE APPLICATION OR PARTNERS COMPRISING THE PLATFORM.

Acceptance:

28.1. BY ACCEPTING THESE TERMS OF USE, THE PARTNER ESTABLISHMENT DECLARES TO HAVE LEGAL CAPACITY AND EXPRESSLY AND UNEQUIVOCALLY ACKNOWLEDGES HAVING READ, UNDERSTOOD AND FULLY ACCEPTED ITS TERMS AND CONDITIONS.

ANNEX A: Terms of Use of the Domains

Obtaining Domains

OC may facilitate the acquisition of domain names for the Partner Establishments. The acquisition and use of a domain name is subject to this Annex A, as well as the Terms of Use.

Free Domain Policy

Free domains apply only for OC´s annual plans and will be valid only for the first year. At the end of this period, the user will have to assume the renewal costs according to the current rates, otherwise, the domain will be deactivated after 30 days.

3.Transfer Restrictions

Domains purchased through OC are not transferable. Partner Establishments may only use the domain within the scope offered by OC.

Pricing Policy

OC may sell domains at a price different from the price offered by the domain registration service provider, this price will be set at OC’s sole discretion.

Compliance with the Provider’s Terms

Use of domains purchased through OC is subject to the terms and conditions of the domain name registration provider. The Users hereby also agree to such terms, which can be found at the following link:

https://opensrs.com/resources/documentation/#Contracts__amp__Agreements.

Modifications and Updates

Olaclick reserves the right to modify this Annex, as well as to update or improve the functionality at any time.

ANNEX B: Terms of Use of NFC Add ON

Description of the Service

Olaclick will offer to the Partner Establishments (in selected countries, currently only in Brazil) the NFC Add-On, an additional service in which they can issue legal and valid invoices of their sales. The NFC Add ON service is provided by a third party (the NFC Partner), in partnership with Olaclick, and is subject to this Annex B, as well as the Terms of Use of the service. When contracting the NFC Add ON, the NFC Partner’s platform shall be able to connect with the Partner Establishment’s account in Olaclick, in order to issue the invoice for the sales recorded in Olaclick’s platform.

Requirements for the Issuance of Tax Receipts

To complete the registration and issuance of fiscal notes through NFC Add-on, the Partner Establishment must provide the following documentation to the NFC Partner during their onboarding in their platform:

Valid and current A1 digital certificate (.PFX).
CSC and ID Token.
Last series and number of the NFC-e.
Company’s tax regime.

The Partner Establishment shall take into consideration that these requirements may vary depending on the locality in which it is based, therefore, in order to receive the service, the Partner Establishment shall be obliged to provide the equivalent of the documentation indicated in this section or any other that may be required for the rendering of the service.

Modifications and Updates

Olaclick reserves the right to modify this Annex, as well as to update or improve the functionality of NFC Add-on at any time. In addition, the NFC Partner may change functionalities of their platform at any time and without prior notice.

ANNEX C: Terms of Use of TurboSales

Description of the Service

TurboSales is a service that allows the Partner Establishment to recover inactive clients through the automated sending of promotional messages and strategic opportunities. For the provision of the service, OC will send automated messages up to the maximum amount established for the contracted plan. Likewise, for this service OC will segment Client’s database, which will include both active and inactive Clients, prioritizing inactive Clients. Olaclick may modify this segmentation of the database at its sole discretion in order to improve results, without prior notice and at any moment.

The TurboSales service is subject to this Annex C, as well as the Terms of Use.

Activation Requirements

To activate the TurboSales service, the Partner Establishment must configure and activate a discount to be offered to their clients, which will remain in effect as long as the TurboSales plan is active.

Management and Control of the Service

Olaclick has exclusive control over the days and times of message delivery, as well as the content of the messages. The Partner Establishment will receive a report of the coupons that have been used and their corresponding value.

Modifications and Updates

Olaclick reserves the right to modify this Annex, as well as to update or improve the functionality of TurboSales at any time.