These Terms and Conditions govern the use of the services offered by BarBak Hospitality (“BarBak Hospitality”) at the BarBak Hospitality website and mobile Application (the “Website”). Such services and Website together are hereinafter referred to as the “Support.” Please read these Terms and Conditions and the BarBak Hospitality Privacy Policy (the “Privacy Policy”) carefully before using the Support. You can read the Privacy Policy. Your use of the Support constitutes your acceptance of and agreement to all of the terms and conditions in these Terms and Conditions and the Privacy Policy, and your representation that you are twenty-one (21) years of age or older. If you object to anything in these Terms and Conditions or the Privacy Policy, you are not permitted to use the Support. The Privacy Policy is incorporated by reference into these Terms and Conditions, and these Terms and Conditions and the Privacy Policy together are hereinafter referred to as the “Agreement.”

BarBak Hospitality is an online platform connecting buyers and merchants. All transaction made on the BarBak Hospitality platform are between the buyer and the merchant. BarBak Hospitality sales are online sales and are processed as online transactions. You will receive an electronic receipt for your order. BarBak Hospitality does not take title for any items sold on the platform. Rather, title for each item you purchase will pass directly from the merchant to you, either in the merchant's store at the point of sale if BarBak Hospitality arranges for delivery of the items, or at the delivery address if the merchant arranges for delivery of the items from the merchant's warehouse or distribution center. Sales tax will be calculated at the time title passes to you. BarBak Hospitality may display estimated taxes on your purchase to you online during the BarBak Hospitality purchase process; however, your final receipt will display the final sales tax calculated. Each merchant is solely responsible for calculating and informing BarBak Hospitality how much sales tax to collect on each order. BarBak Hospitality will collect the instructed amount from you on behalf of the merchant and will remit those funds to the merchant.

In-store or in-warehouse prices and other applicable fees (such as taxes and other fees that the merchant charges, like bottle deposits and e-waste fees) may vary based on actual in-store or in-warehouse item prices and availability.

For example, items sold by weight may end up costing a little more or less than the price listed on BarBak Hospitality, depending on the exact weight and price of what's chosen for you. Also, if something is out of stock, the substitutes you get may have prices different from your original items. Because these prices (and the associated taxes and other fees the merchant charges) may vary based on current in-store or in-warehouse item prices and availability, we may authorize your card for an estimated amount that includes a reasonable buffer to cover that variance. You'll pay the in-store or in-warehouse price (and the associated taxes and other fees the merchant charges) for the items in your order, and the total will show on your final receipt. If the total exceeds the designated reasonable buffer for your order, then part or all of your order will be automatically declined, and you may choose to resubmit the declined part of your order at the new price. Items are purchased from individual stores as listed in your cart and your order history. The shipping & service fee is not a tip. All service fees are paid to BarBak Hospitality.

By using BarBak Hospitality you agree to allow BarBak Hospitality to charge the credit card on file and/or debit funds directly from the bank account you have set up on our App. If your primary method of payment is credit card and the credit card fails, the second credit card will be charged immediately. If your primary method of payment is ACH bank transfer and the ACH bank transfer fails, then your credit card will be charged immediately – this includes the credit card processing fee of 3%. Neither BarBak Hospitality nor its vendors on the platform offer credit and therefore payment is due upon delivery of the order.

RETURNS

If you wish to return an item from an order you must notify the driver at the time of delivery of that order. All returns of merchandise are subject to the return policy of the Vendors on the platform from which you ordered. All product must be in the original packaging and must be in a re-sellable format. If product is removed from the original packaging or the original packaging is damaged we cannot return the product nor issue a refund. All perishable items must be returned within 24 hours of the original delivery date or we cannot return the product nor issue a refund. All non perishable product must be returned within 7 days of the original delivery date.

CANCELLATION

If the customer cancels an order the day of delivery, they will be charged a $50.00 cancellation fee. If the customer cancels an order the day of pick-up, they will be charged a $15.00 cancellation fee.

UNPAID INVOICES

If you order and do not pay your invoice (this includes when your credit card fails or ACH fails due to insufficient funds) you will need to pay the amount of the invoice before you can make additional purchases.

CREDIT EXPIRATION

Credits issued by BarBak Hospitality will be valid to apply for future orders up to 60 days from the date the credit was issued. Following the expiration date, the credit will fully expire and the customer will not be eligible to apply the expired credit to any future order.

ORDER RELEASE CONSENT

Customer acknowledges and agrees that by approving BarBak Hospitality to release their order when no one is present, BarBak Hospitality will make one delivery attempt and will reasonably try to obtain a signature upon delivery, and photos of the drop. The BarBak Hospitality delivery record will be conclusive proof of delivery. Customer acknowledges and agrees to release BarBak Hospitality from all liability for any loss or damage that may result from delivering the order when no one is present according to the Customer's approval.

RE-DELIVERY FEE

The customer will be charged a $50.00 re-delivery fee if they are not present at the delivery location during their selected delivery window and do not have a signed release consent form leading to a delay of more than 10 minutes or redelivery later that day.

JUST IN TIME PRODUCTS: ORDER REFUSAL, CANCELATION, REDELIVERY AND AUTO-SHIP POLICY

The customer may refuse an item without being charged or credited/refunded for it if BarBak Hospitality confirms shipping the wrong item and/or if the item was damaged prior to delivery. If the customer orders the wrong item, changes their mind and refuses the item they will be fully charged for it.

A customer must select a delivery date prior to expired shelf-life of the JIT item they selected. If they fail to do so, BarBak Hospitality will auto-ship the item.

When does BarBak Hospitality auto-ship the JIT items to the customer?
• Perishable (≤14 days of shelf life): Shipped to the customer within 2 calendar days of arrival to the Fulfillment Center
• Non-short shelf life (>14 days): Shipped to the customer within 5 days of arrival to the FC

The customer will incur regular delivery fees associated with the auto-shipped order based on their membership status and $ value of items purchased within that order. If the customer is not present at delivery location and does not have a signed release consent form, resulting in delay of more than 10 minutes or second attempt later that day, the customer will be charged a $50 redelivery fee. If the order is fully canceled, the customer will be charged a $100 cancelation fee on top of the JIT item price.

RELEASE

YOU AGREE THAT NEITHER BarBak Hospitality NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR ANY ERRORS, MISTAKES OR OMISSIONS RESULTING FROM OUR SERVICE. IN THE EVENT YOU HAVE A DISPUTE RESULTING FROM OUR SERVICE, YOU HEREBY RELEASE BarBak Hospitality AND ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS AND REPRESENTATIVES FROM ANY AND ALL CLAIMS, LIABILITIES, COSTS, INCLUDING WITHOUT LIMITATION ATTORNEY'S FEES, LOSS OR DAMAGE OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

TRANSACTIONS INVOLVING ALCOHOLIC BEVERAGES

Alcoholic beverages may only be purchased by businesses with current and updates Alcohol Licenses, including without limitation Customers, who are at least twenty-one (21) years old (“Legal Age”). If you are a Customer, you expressly represent and warrant that: (i) you have an valid Alcoholic Beverage License; and (ii) you will provide bona fide identification showing your Legal Age to your Personal Shopper upon delivery to you pursuant to the Shopper Services of any Supplies that include Alcoholic Beverages.

BarBak Hospitality does not charge any fee with respect to Alcoholic Beverages or Customer's purchase of Alcoholic Beverages from retailers. When Customer places an order for Alcoholic Beverages using the Website (“Alcoholic Beverage Order”), such Alcoholic Beverage Order will be either accepted or rejected by the retailer to whom the Alcoholic Beverage Order was placed (“Merchant”). BarBak Hospitality does not have any authority to accept Customer's Alcoholic Beverage Order, and no sale pursuant to Customer's Alcoholic Beverage Order will become final unless and until Merchant accepts Customer's Alcoholic Beverage Order. For any Alcoholic Beverage Order accepted by Seller (such accepted sale an “Alcoholic Beverage Purchase”), Customer's credit card shall be charged, and that portion of the funds from Customer's credit card payment that relates to the Alcoholic Beverage Purchase shall be deposited into an account for the benefit of Seller in compliance with applicable alcoholic beverage laws.

APIS AND THIRD PARTIES

Customer acknowledges and agrees that the Services operate on or with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”). BarBak Hospitality is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. BarBak Hospitality does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party's terms and conditions.

USE OF MATERIAL

Except as otherwise provided herein, all rights to all materials, content, layout, images, text, design (and any underlying software and computer codes) of this Website are proprietary to BarBak Hospitality and its affiliates. Users of this Website or of the BarBak Hospitality Support (“you” or “User(s)”) may browse the Website and may download material displayed on the Website for non-commercial, lawful, personal use only, provided all copyright and other proprietary notices contained on the material so downloaded are retained and such information is not modified, copied or posted on any networked computer or broadcast in any media. All other copying, reproduction, posting on any other website, republication, downloading, uploading, encoding, modification, translation, public performance or display, distribution or transmission of any portion of this Website, or the making of any derivative works from this Website, is prohibited.

USER SUBMISSIONS

This Website may now or in the future permit the submission, sharing or publishing of photographs, videos, comments, communications or other content submitted by you and other users (“User Submissions”). Other than personally identifiable information, which is covered under the BarBak Hospitality Privacy Policy available https://goBarBak Hospitality.com/privacy, any User Submission transmitted or posted to this Website will be considered non-confidential. In addition, by submitting any User Submission to BarBak Hospitality, you hereby grant BarBak Hospitality a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display and perform the User Submission in connection with the Website, the Support and BarBak Hospitality's business. You hereby grant each User of the Website a non-exclusive license to access your User Submissions through the Website and to display and publicly perform such User Submissions as permitted through the functionality of the Website and under these Terms and Conditions.

In connection with User Submissions, you agree that you will not submit material that: (i) is copyrighted, subject to privacy or publicity rights or otherwise subject to third party proprietary rights unless you are the owner of such rights or have permission from the owner to submit the material and to grant BarBak Hospitality all of the license rights granted herein; (ii) is unlawful, obscene, harassing, defamatory, libelous, pornographic, hateful, racially or ethnically offensive or is otherwise inappropriate; (iii) could damage the reputation of BarBak Hospitality or any third party; or (iv) impersonates another person. BarBak Hospitality reserves the right to remove any User Submissions at its sole discretion and without notice or liability to you or to any other person.

BarBak Hospitality does not endorse any User Submission or any opinion, recommendation or advice therein, and BarBak Hospitality expressly disclaims any and all liability in connection with any User Submission. You understand and agree that you may be exposed to User Submissions that are inaccurate, offensive or otherwise objectionable, and you hereby agree to waive and hereby do waive any legal or equitable rights or remedies you may have against BarBak Hospitality with respect thereto. BarBak Hospitality may provide links to websites owned or operated by third parties. BarBak Hospitality does not endorse the content or any products or services available on such websites and is not responsible for such content or its security. Your linking to any other websites from this Website is at your own risk.

REFERRAL PROGRAM RULES

The BarBak Hospitality Referral Program (“Referral Program”) is offered by BarBak Hospitality and provides users who are interested in referring their family, friends, and restaurant businesses (“Referrers”) the opportunity to refer eligible individuals to join the BarBak Hospitality community. These Program Rules apply to both Referrers and Referred friends or businesses (“Referred” friends or businesses). You are eligible to earn a referral incentive (“Referral Credits”) for each Referred friend or business that you refer to the BarBak Hospitality Platform (subject to certain maximum limits and the other terms in these Program Rules). Referral Credits can only be earned for Referrals in BarBak Hospitality's serviceable areas.

Referrers can earn Referral Credits if: (i) a Referred friend clicks on their referral link or copies the alphanumerical Referral code to apply the offer to their respective account and (ii) the Referred friend completes a Qualifying Purchase based on the offer criteria. The Referrer will be credited with the Credit amount(s) specified for each type of offer in the referral invitation or accompanying promotional materials after the completion of the Referred friend's Qualifying Purchase. A Qualifying Purchase must have the minimum total value indicated in the referral invitation.

Referred friends will also receive credit in the form of account credits in the amount(s) indicated in the referral invitation or accompanying promotional materials that can be used on their first Qualifying Purchase.

A Referral Code may not be distributed or published either directly or indirectly in any form or stored in data retrieval systems or third party websites without our prior written approval. Additionally, Referrals are only for first-time customers of BarBak Hospitality, unless the offer states otherwise. BarBak Hospitality reserves the right to terminate the Referral Program or a user's ability to participate in it at any time for any reason. You acknowledge and agree that: (a) BarBak Hospitality may limit the number of Referral Code redemptions made available to you, (b) you have no ownership rights in any form over the BarBak Hospitality Codes, and (c) BarBak Hospitality may reclaim, deactivate, invalidate or terminate your Referral Code at any time at its discretion.

We reserve the right to suspend accounts or remove credits if we notice any activity that we believe is abusive, fraudulent, or in violation of the BarBak Hospitality Terms of Service. We reserve the right to review and investigate all referral activities and to suspend accounts or modify referrals in our sole discretion as deemed fair and appropriate.

The scope, variety, and type of services and products that you may obtain by redeeming Referral credits can change at any time.

USER ACCOUNT

You are the sole authorized User of any account you create with BarBak Hospitality. You are responsible for maintaining the confidentiality of any password or account number provided by you or BarBak Hospitality for accessing the Support. You are solely and fully responsible for all activities that occur under your password or account. BarBak Hospitality has no control over the use of any User's account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account, you will notify BarBak Hospitality immediately. You may opt-out of receiving text messages from us by emailing info@bar-bak.com . If you provide your cell phone number to BarBak Hospitality pursuant to the use of the Services, you hereby affirmatively consent to our use of your cell phone number for calls and texts in order to perform the Services.

DISCLAIMER

USE OF THE SUPPORT IS ENTIRELY AT YOUR OWN RISK. CHANGES ARE PERIODICALLY MADE TO THE WEBSITE AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU. THE SUPPORT IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BarBak Hospitality MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SUPPORT OR THE CONTENT OF ANY WEBSITES LINKED TO THE BarBak Hospitality WEBSITE. BarBak Hospitality ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE BarBak Hospitality WEBSITE OR THE SUPPORT; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF BarBak Hospitality'S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN.

BARBAK HOSPITALITY DOES NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL GOODS. IF YOUR USE OF THE WEBSITE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, BarBak Hospitality SHALL NOT BE RESPONSIBLE FOR THOSE COSTS. BarBak Hospitality, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. BarBak Hospitality MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT, SERVICES, SUPPORT, SOFTWARE, TEXT, GRAPHICS OR LINKS. BarBak Hospitality AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.

LIMITATION OF LIABILITY

YOU AGREE THAT BARBAK HOSPITALITY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH (I) YOUR USE OF THE SUPPORT; (II) IN CONNECTION WITH THE PERFORMANCE OF OR BROWSING IN THE WEBSITE OR YOUR LINKS TO OTHER WEBSITES FROM THIS WEBSITE, EVEN IF BarBak Hospitality HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU FURTHER AGREE THAT BarBak Hospitality SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM INTERRUPTION, SUSPENSION OR TERMINATION OF SERVICES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER SUCH INTERRUPTION, SUSPENSION OR TERMINATION WAS JUSTIFIED OR NOT, NEGLIGENT OR INTENTIONAL, INADVERTENT OR ADVERTENT. IN NO EVENT SHALL BarBak Hospitality'S TOTAL LIABILITY TO YOU FOR ANY LOSSES ARISING HEREUNDER EXCEED THE AMOUNTS PAID BY YOU TO BarBak Hospitality HEREUNDER. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SHOULD A JURISDICTION BE ADVERSE TO A LIMITATION OR EXCLUSION OF WARRANTIES, SUCH PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND THE OTHER PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.

INDEMNITY

You agree to defend, indemnify and hold harmless BarBak Hospitality and its officers, directors, employees, agents and affiliates (each, an “Indemnified Party”), from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys' fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from your unauthorized use of the Website or from any breach by you of these Terms and Conditions, including without limitation any actual or alleged violation of any federal, state or local statute, ordinance, administrative order, rule or regulation. BarBak Hospitality shall provide notice to you promptly of any such claim, suit or proceeding and shall have the right to control the defense of such action, at your expense, in defending any such claim, suit or proceeding.

TERMINATION

At its sole discretion, BarBak Hospitality may modify or discontinue the Website, or may modify, suspend or terminate your access to the Website or the Support, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Website or the Support, BarBak Hospitality reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Support is terminated, this Agreement will remain enforceable against you. You may terminate this Agreement at any time by ceasing all use of the Support. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement.

DISPUTE RESOLUTION

The parties shall first attempt to resolve any dispute related to this Agreement in an amicable manner by mediation with a mutually acceptable mediator. If unable to agree upon an acceptable mediator, either party may ask a mutually agreed upon mediation service to appoint a neutral mediator, and the mediation shall be conducted under the Commercial Mediation Rules of the mutually acceptable mediation service. Any disputes remaining unresolved after mediation shall be settled by binding arbitration conducted in Fort Lauderdale, Florida utilizing a mutually agreed arbitrator or arbitration service. The arbitration shall be conducted under the Commercial Arbitration Rules of the mutually agreed arbitrator or arbitration service. Both parties shall be entitled in any arbitration to conduct reasonable discovery, including document production and a reasonable number of depositions not to exceed five per party. The prevailing party shall be entitled to recover its costs and reasonable attorney's fees, as determined by the arbitrator. The arbitrator shall be required to follow the law.

GOVERNING LAW AND SEVERABILITY

This Agreement is governed by the laws of the State of Florida, without regards to its conflict of laws principles. If any provision of this Agreement is found to be invalid in any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Any offer for any product, feature, service or application made on this Website is void where prohibited.

NO AGENCY

No independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

CHANGES TO THE AGREEMENT

BarBak Hospitality reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement, effective with or without prior notice. Your continued use of the Website or the Support following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes.

CONTACT US

• Info@bar-bak.com
• 704-980-2860