DELIVERLEE LDT. (“DELIVERLY”) owns and operates the Deliverly online marketplace platform in each case, that connect Merchants, Deliverly’s and Customers for the pickup and delivery of Merchant Products.
DELIVERLY provides the on line marketplace platform.
using web-based technology that allows Customers to place orders for
Merchant Products. for delivery by independent delivery contractors (“Deliverly’s”) or for pickup by Customers. Deliverly also
provides an online platform using web-based technology that allows Merchants to receive orders placed through the
Deliverly Marketplace by Customers, in order to fulfill such orders (the “Merchant App”). The Deliverly
Marketplace, and the Merchant App shall hereinafter be referred to collectively as the “Platform”.
Deliverly Marketplace permits Customers to view and search for the menus of Merchants
and/or place orders for food or other products from Merchants which Merchants receive through the Merchant App; Deliverly
software then notifies DELIVERLY’S that a delivery opportunity is available; after a DELIVERLY’S communicates its acceptance of the delivery,
the Deliverly software facilitates the DELIVERLY’S completion of the delivery of the Merchant Products to the Customer. DELIVERLY is
not a merchant, food preparation business, reseller, or delivery service; it is an online marketing and connection platform.


Merchant fulfills orders placed by Customers through the Platform and provides such orders to Deliverly’s or directly to
Customers. Instead of collecting payment at the time of pickup, Merchant will charge the total sales price for each order (including
all taxes and other governmental charges) to an account you maintain for orders received through the Platform.

Payment Schedule

On a regular cadence or as otherwise agreed to in writing, Deliverly will settle Merchant’s house account by paying Merchant (1)
the pre-tax total of all orders for the prior period, plus (2) the total amount of state and local sales, use or similar tax collected by
Deliverly from Customers on all such Orders (the “Collected Taxes”), less (3) the applicable Commission Rate (which is the
commission that Deliverly receives in exchange for promoting and featuring you and your store(s) on the Platform, as further set
forth in the Section below), any subscription fees, and any other commission rates or fees to which Merchant agrees. Merchant is
the “retailer” or “seller” responsible for remitting all sales tax and other governmental charges. Merchant is also responsible for
setting the price for each item to be made available on the Platform. Deliverly acknowledges that Merchant 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
restaurants. Merchant will promptly notify Deliverly of changes to the prices of its menu items so that Deliverly can
communicate the most current pricing to customers unless the parties will have an integration that allows such pricing changes to
be updated automatically on the Deliverly Platform.
Commission Rate is calculated as a percentage of the pre-tax subtotal for each order placed on the Platform.
For the avoidance of doubt, Deliverly reserves the right to charge the Customer fees, including but not limited to a Delivery Fee,
Service Fee, Surcharge Fee, and Small Order Fee where applicable.