Marketplace Addendum

Pac-Mid Technology Group, Inc. dba Droppz
This Marketplace Product Addendum (this “Marketplace Addendum”) is incorporated into the Agreement. All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Sign-Up Sheet, in this Marketplace Addendum, or in the Terms of Service between the parties.
 
1.  PREAMBLE. Droppz owns and operates the Droppz Technology Platform that connects Vendors, Dropperz and Customers for the pickup and/or delivery of Vendor Products. Vendor desires to market the availability of Vendor Locations through the Droppz Platform (such use of the Droppz Platform, the “Program”). For clarity, the Program will include each product, service, promotion, or program elected by Vendor under this Marketplace Addendum. The Parties agree that Droppz is not a merchant, vendor, retail business, reseller, or delivery service; it is an online marketing and connection platform.
 
2.  DEFINITIONS.
2.1. “Droppz Platform” for purposes of this Marketplace Addendum means, individually or collectively, (a) any online marketplace offered by Droppz and/or its Affiliates through which Customers may place orders from vendors for pickup and/or delivery, and (b) the Vendor Portal, in each case, that will allow information to be exchanged between Vendor and Droppz. References to the “Droppz Platform” include the Droppz Platform Documentation. The Droppz Platform is a “Droppz Product” as defined in the Terms of Service. Droppz may list in-store or online payment options for pick-up or delivery by Vendor on one or more of its marketplaces subject to the Commission Rate(s) set forth in the Rate Card upon advance agreement with Vendor.
2.2. “Marketplace” means Droppz proprietary online communication platform where Customers can view and search for the menus of Vendors and/or place an order for Vendor Products via the Droppz website or mobile application for delivery by Vendor and/or Dropperz to the Customer or for pickup by Customer.
2.3. “Vendor Location(s)” has the meaning ascribed to it in the Terms of Service. For purposes of this Marketplace Addendum, “Vendor Locations” may also include: (i) Vendor Locations owned and operated by Vendor or its affiliates, and/or (ii) Vendors Locations owned and operated by franchisees of Vendors or its affiliates which have signed a Franchisee Agreement. “Vendor Locations” also includes both Brick and Mortar Vendor Locations and Virtual Vendor Locations. “Brick and Mortar Vendor Location” means a physical location that Vendor operates as a walk-in store. “Virtual Vendor Locations” means a Vendor owned or licensed virtual brand operated over a website or app and approved by Droppz for participation in the Program.
2.4. “Online Pickup Program” means the Droppz program through which a Customer places an online order for in-store Pickup through the Droppz Platform from a Vendor Location.
2.5. “In-store Cash Pickup Program” means the Droppz program through which a Customer reserves an order for in-store cash payment at the time of Pickup through the Droppz Platform from a Vendor Location.
2.6 “Self-Delivery Order” means an Order placed through the Droppz Platform for Product delivery via Droppz Delivery App by Vendor’s delivery personnel.
2.7 “Delivery Order” means an Order placed through the Droppz Platform for Product delivery via Droppz Delivery App by a Dropper.
2.8 “Shipping Order” means an Order placed through the Droppz Platform for Product to be shipped by Vendor’s shipping provider.
 
3.  RESPONSIBILITIES AND PROCEDURES.
3.1. Droppz Responsibilities. Droppz will: (i) display Vendor, Vendor Locations, and the menu of Vendor Products at each Vendor Location through the Droppz Platform; (ii) accept Orders for Vendors Products through the Droppz Platform from Customers; (iii) forward each Order to the relevant Vendor Location; (iv) for Delivery Orders, make the Order opportunity available to Dropperz, so that the Dropper accepting the opportunity can pick up the applicable Vendor Product(s) from the applicable Vendor Location to deliver to the Customer, or, if applicable, for Pickup Orders, notify the Customer to pick up the Order; and (v) pay the Vendor as set forth in Section 4 below, deduct the agreed applicable Commission Rate, marketing fees for each applicable Order, subscription fees (if any), activation fees (if any), and any other fees (and, in each case, as may be adjusted by Droppz as required by any applicable statute, regulation, executive order, or other legal requirement that is either temporary or permanent in nature). Droppz reserves the right to take into account the impact of a Vendor’s conduct on both the customer experience and the Droppz brand when determining the Vendor’s prominence, participation in programs such as DropPass, and/or availability on the Droppz Platform. That conduct includes but is not limited to timeliness and accuracy of orders fulfilled, customer ratings and reviews, customer concerns regarding quality or safety, detrimental price inflation and/or customer complaints about price inflation, and any conduct that may violate our Partner Code of Conduct.
3.2. Vendor Responsibilities. Vendor will: (i) provide Droppz with Vendor’s menu, including the price of each item; (ii) monitor Vendor’s menu and store information on the Droppz Platform, promptly make updates via the Droppz Vendor Portal to reflect the most up-to-date products, pricing and other information or immediately notify Droppz of any errors or changes in writing (email is sufficient); (iii) accept and confirm Orders from Droppz in a prompt and timely manner; (iv) prepare Vendor Products for each Order for pickup by a Dropper, or the Customer, as applicable, at the designated time; (v) process Orders in the order in which they are received; (vi) notify Droppz of its days and hours of operation, including on holidays, and remain open for business on Droppz the same days and hours of operation as Vendor’s in-store business; notify Droppz of any changes to Vendor’s hours of operations on holidays; and notify Droppz if Vendor closes earlier than Vendor’s standard hours of operation or plans to close earlier than Vendor’s standard hours of operation; (vii) notify all Vendor Location staff members of the relationship with Droppz, and train staff members on receiving and fulfilling Droppz Orders as soon as practicable upon execution of this Marketplace Addendum and on an ongoing basis; (viii) use its standard business practices to prepare Vendor Products that are the subject of each Order and provide the same materials that Vendor typically would provide in a standard pick-up or delivery order; (ix) on an ongoing basis, review and confirm the transactions, fees and charges on orders via the Vendor Portal, and promptly communicate to Droppz any inaccuracies; and (x) if Droppz collects and passes tips from Customers to Vendor, Vendor will distribute such tips in accordance with applicable law, including but not limited to tip pooling laws. Droppz acknowledges that Vendor is solely responsible for the prices of its menu items, which may vary based on factors such as location, time of the year, or competition from other retailers.
3.3. Additional Responsibilities for the Pick-up Program. During the Term, once Droppz or Vendor’s point of sale provider enables the ability for Vendor to set different prices for Vendor Products under the Pick-Up Program than the prices for such Vendor Products for delivery, Vendor shall ensure that pricing of Vendor Products under the Pick-Up Program is not greater than the pricing of the same Vendor Products for pickup in-store. In the event that Vendor increases the pricing of Vendor Products for pick-up above the in-store prices of the same Vendor Products, Droppz may enforce the terms of this Agreement, including any combination of and not limited to: applying a higher commission rate to affected Orders, requiring Vendor to reimburse affected Customers for the difference between the Vendor Product listed for Pick-Up and the lower in-store price, charging Vendor an additional fee, and/or adjusting the pricing of Vendor Products available under the Pick-up Program, in addition to any other right or remedy available at law or in equity.
 
4.  FEES. Droppz shall receive a Commission Rate in exchange for Droppz promoting Vendor through the Droppz Platform. The Commission Rate for Orders placed under the applicable Droppz program is set forth on the Rate Card. Droppz will remit the cost of Orders fulfilled by Vendor each week following the week in which the Orders were fulfilled on a consistent day of this week. The exact day in this week is subject to change with no less than 10 days’ notice to Vendor by email or service notification. The amounts remitted will include (1) the pre-tax total of all Orders for the prior week (Monday-Sunday) plus (2) Collected Taxes (as defined below), less (3) the aggregate Commission Rate, agreed fees for marketing and promotional deals (if any), any error fees associated with Vendor’s incorrect preparation of Orders, and Order Equipment fees (if any) for such week. Vendor may have the opportunity to sign up to receive daily payments through the Merchant Portal when available. Vendor agrees Droppz may charge the Customer fees, including but not limited to delivery fees, service fees, surcharge fees, and Small Order Fees where applicable at Droppz sole discretion.
 
5.  TAXES. Droppz shall charge and collect from Customers the applicable value added, goods and services, state and local sales, use, or similar taxes for the Vendor Products sold on the Droppz Platform (“Collected Taxes”). In any jurisdiction where Droppz is required to remit Collected Taxes as a marketplace facilitator, Droppz will be responsible for remitting such taxes to the appropriate tax authorities. Any Collected Taxes that are not required to be remitted under the marketplace facilitator laws will remain the responsibility of the Vendor and Vendor will be responsible for remitting any such portion of Collected Taxes to the appropriate tax authorities. In all other jurisdictions, Droppz will send Collected Taxes to Vendor, and Vendor will be responsible for remitting the total amount of Collected Taxes to the appropriate tax authorities of those jurisdictions. For clarity, Droppz will be responsible for the collection and remittance of any value added, goods and services, sales, use, or similar tax related to Customer fees, including but not limited to a Delivery Fee, Service Fee, Surcharge Fee, and Small Order Fee, that Droppz charges to the Customer.
 
6.  PAYMENT PROCESSING. Vendor acknowledges that Droppz uses a payment processor to collect Order amounts from Customers and remit payment to Vendors. In order to receive payment, Vendor may be required to have an account with one of our Payment Processing Providers during the Term. Droppz reserves the right to change its payment processors at any time during the Term and Vendor will provide Droppz with any information required to set up a payment account with any such alternate payment processor.
 
 7.  ORDER EQUIPMENT. With respect to the Droppz, if Vendor does not integrate its POS system with the Droppz Platform, Vendor will install the equipment agreed by the parties for Vendor to receive and process Orders, which may include: a tablet, fax machine, or other automated, electronic means of receiving Orders. If the parties agree that any Order Equipment is provided by Droppz, Vendor will pay Droppz an Order Equipment Fee if set forth in the Rate Card, in exchange for the right to use the Order Equipment to access the Droppz Platform in order to receive, process, and accept Marketplace and Pick Up Orders. Any Order Equipment provided by Droppz will remain Droppz sole property and may be used solely in connection with the provision or receipt of services under the Agreement and for purposes related to fulfilling Vendor’s responsibilities under this Marketplace Addendum. Merchant will inspect all hardware, and shall notify Droppz in writing (email sufficient) if any Order Equipment is missing or was damaged as soon as practicable after discovering such damage. Vendor will be responsible for any damage to or loss of any Order Equipment provided by Droppz (excluding ordinary wear and tear), which shall be promptly reimbursed by Vendor (at the replacement cost thereof). Droppz may recover the replacement cost of damaged or lost Order Equipment by deducting such amount from weekly payments, if available. Vendor agrees to pay all agreed subscription fees and deposits charged by Droppz for Order Equipment, and agrees Droppz may deduct such fees and deposits from amounts payable by Droppz to Vendor.
 
8.  REFUNDS AND SUPPORT. In the event a Customer submits a complaint about his or her Order via Droppz support channels, Droppz may, in its sole reasonable discretion, issue a re-order, credit, partial refund, or full refund to such Customer. Vendor shall prepare the same specifications as the original Order (in the case of a re-order) and bear the full cost of that re-order, credit or refund, as applicable, if the complaint was caused by Vendor or Vendor Products, including missing and incorrect Orders. Droppz shall be responsible for any refund, credit or re-order that is caused by the delivery of Orders or Dropperz.
 
9. TERM AND TERMINATION. This Marketplace Addendum may be terminated pursuant to the terms of the Terms of Service.