Prix Fixe Club Terms and Conditions

Prix Fixe Club, LLC, (hereinafter, “ Prix Fixe Club” and also “we” or “us”) offers an application which allows restaurant partners (Restaurants) to provide membership plans directly to their consumers (Consumers) through web and mobile applications (“Applications”), and provides restaurants with programs and applications to acquire, retain consumers and track consumers’ use of applications. These Terms and Conditions (“Terms & Conditions”) govern restaurant access and use of the Applications.

Please read these Terms & Conditions carefully. These Terms & Conditions govern your use of Prix Fixe Club’s Applications and provision of content to your customers. Restaurant must accept these Terms prior to signing up with Prix Fixe Club using Prix Fixe Club’s website or a third-party website which is affiliated with Prix Fixe Club or distributing Prix Fixe Club Applications. By installing, using or downloading the Applications, Restaurant signifies assent to these Terms.

Changes may be made to these Terms & Conditions from time to time. If you do not accept these Terms & Conditions, do not download, use, install the Applications or make any Prix Fixe Club Content available to Consumers. Prix Fixe Club will make reasonable efforts to notify Restaurant of any updates to these Terms & Conditions. Notwithstanding the foregoing, Restaurant’s continued use of the Applications or provision of the Services to Consumers will be deemed acceptance to amended or updated Terms & Conditions. As such, Restaurants must regularly check for updates to Prix Fixe Club Terms. If you do not agree to any of these Terms & Conditions, please do not use the Applications.

1- Definitions: In these Terms & Conditions, the following terms when capitalized have the meanings set forth in this Section.

a- “Restaurant” means a restaurant partner that has been granted access by Prix Fixe Club to use the Application, and who has accepted the Prix Fixe Club User Terms and Conditions.

b- The Terms & Conditions may be amended by Prix Fixe Club in its sole discretion, a current version of which is available here.

c- “Content” means any advertising, promotional or marketing content provided by Restaurant for provision to any Consumer (including, without limitation, any loyalty plans, gifts, promotional offers, rewards, benefits and perks) and including any logos, trade names, trademarks or other content of Restaurant included in such content.

d- “Consumer” is any end-user, a person, who has subscribed to Restaurant through a Prix Fixe Club application.

2- Access & License : Subject to the Terms & Conditions hereof, during the period these Terms & Conditions are in effect Prix Fixe Club hereby grants Restaurant a limited, revocable, non-exclusive, non-transferable, non- sublicense able, access solely to use the Applications and to provide the Content to Consumers.

3- Restrictions: Restaurant shall maintain all copyright and other proprietary notices contained in the Applications. Except as set forth expressly herein, Restaurant shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Application; (b) modify the Application, or insert any code or product, or in any other way manipulate the Application; or (c) modify, frame, reproduce,

archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party website, or otherwise use the Applications except as expressly permitted by these Terms & Conditions. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Restaurant shall inform Prix Fixe Club in writing in each instance prior to engaging in the activities set forth above. Prix Fixe Club reserves the right to make modifications to the Terms & Conditions at any time without prior notice.

4- Content: Restaurant may provide Content to Consumers through the Applications as permitted by Prix Fixe Club. Restaurant shall remain at all times solely responsible for the full functionality, accuracy, reliability, integrity, quality or validity of all Content. Restaurant represents and warrants that no Content infringes the intellectual property rights or moral rights or any third party. Prix Fixe Club reserves the right, at its sole discretion, to remove any Content that violates these Terms & Conditions at any time, without prior notice, or require Prix Fixe Club to do so. Restaurant shall remain solely liable for any membership, loyalty plans, gifts, promotional offers or rewards offered to Consumers, and shall fully indemnify Prix Fixe Club for its failure to satisfy any of its obligations pursuant to such Content. Prix Fixe Club does not claim ownership of Content. However, Restaurant grants Prix Fixe Club a non-exclusive, royalty-free, worldwide license of all rights to use, edit, modify, include, incorporate, adapt, record and reproduce Content for the purposes of these Terms & Conditions.

5- Intellectual Property:

a- Property: Title to and ownership of and all proprietary rights in or related to (a) the Application and related documentation and all enhancements, derivatives, bug fixes or improvements to the foregoing; (b) all trade names, trademarks, and logos of Prix Fixe Club and (c) all data collected by Prix Fixe Club server side software with regard to the foregoing (collectively, “Prix Fixe Club Property”) shall at all times remain solely with Prix Fixe Club.

b- Restaurant Property: Subject to Section 6, title to and ownership of and all proprietary rights in or related to Content and all the trade names, trademarks, and logos of Restaurant shall at all times remain with Restaurant and its licensors (collectively, “Restaurant Property”).

6- Consumer Data: Prix Fixe Club will provide Restaurant with certain specified data regarding Consumer, including the name of the Consumer and certain mutually agreed data regarding the Consumer’s activities at Restaurant’s location or website (“Consumer Data”). Restaurant agrees that it shall at all times comply with Prix Fixe Club’s Privacy Policy and all applicable law, rules and regulations with respect to all Consumer data and all uses thereof. Restaurant shall fully indemnify Prix Fixe Club and its partners (and its officers, directors, employees and consultants) for all breaches of its obligations under this provision. Consumer Data may include: customer’s name, email, demographic information, phone number, address, number of visits, visits details, reward offers usage, and other.

7- Support: Consumers may contact Prix Fixe Club with regard to the support for the Application using email customercare@prixfixeclub.com or using other forms of communication as described on our website.

8- Confidentiality: Restaurant acknowledges that Prix Fixe Club may disclose to Restaurant certain confidential information belonging to and relating to the Application. Restaurant may disclose to Prix Fixe Club certain

information regarding its business and operations. Either party (the “Receiving Party”) receiving information from the other party (the “Disclosing Party”) which the Disclosing Party has marked or identified as confidential or proprietary, or which should clearly be considered confidential proprietary (collectively, “Confidential Information”), agrees to keep such Confidential Information and not disclose or use except in performance of the Receiving Party’s obligations hereunder. Confidential Information shall not include information (i) already lawfully known to or independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party, (ii) received by the Receiving Party from any third party without restrictions, (iii) publicly and generally available, free of confidentiality restrictions; or (iv) required to be disclosed by law, provided that the Receiving Party provides prompt notice of such requirement. The Receiving Party shall restrict disclosure of Confidential Information to those of the Receiving Party’s employees and officers with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. Restaurant will not disclose any information regarding the results of any testing or evaluation of the Application or Services to any third party without Prix Fixe Club’ prior written consent.

9- Warranties, Indemnification, Disclaimer:

a- Restaurant Warranties: Restaurant represents and warrants that the Content: (a) does not contain material that is obscene, defamatory, libelous, racially or ethnically insensitive, harassing, threatening or otherwise offensive; (b) does not contain pornography or material that may be harmful to a minor; (c) does not contain material that violates or infringes the intellectual property, moral or contractual rights of any third party; (d) does not contain any virus, worm, Trojan horse, or other harmful or disruptive component; and (e) complies with all applicable law, regulations and rules, including all applicable law regarding advertising, marketing and promotional content and services.

b- Restaurant Indemnification: Restaurant shall defend, indemnify and hold harmless Prix Fixe Club from and against any and all suits, proceedings, assertions, damages, costs, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which Prix Fixe Club may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from or relating to (i) a claim that the Content infringes or violates any third party’s intellectual property rights, provided however, that Restaurant shall have no obligation to indemnify Prix Fixe Club where such claim of infringement relates solely to the Prix Fixe Club Property incorporated in the foregoing; (ii) use of any Consumer Data not in compliance with Prix Fixe Club’s then-current privacy policy or in violation of applicable law, rule or regulation; or (iii) any other breach of these Terms & Conditions, including the representations and warranties set forth in Section 11.1.

c- DISCLAIMER: THE APPLICATION, SERVICES AND RELATED DOCUMENTATION ARE PROVIDED “AS-IS”. PRIX FIXE CLUB EXPRESSLY DISCLAIMS ANY WARRANTIES (INCLUDING WITH REGARD TO THE PERFORMANCE OF THE APPLICATION OR SERVICES AND WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. ANY RELIANCE ON THE APPLICATION OR THE SERVICES IS AT RESTAURANT’S OWN RISK, AND PRIX FIXE CLUB DOES NOT AND SHALL NOT ACCEPT ANY LIABILITY FOR THE APPLICATION OR THE SERVICES, INCLUDING WITHOUT LIMITATION ANY MISTAKES OR INACCURACIES IN LOYALTY PLANS OR PRIX FIXE CLUB CREATED OR MADE AVAILABLE THROUGH THE APPLICATION OR SERVICES.

10- LIMITATION OF LIABILITY:

IN NO EVENT SHALL PRIX FIXE CLUB ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SHAREHOLDERS, AFFILIATES BE LIABLE TO RESTAURANT, ANY CONSUMER, CUSTOMER OR ANY OTHER THIRD PARTY FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO GENERAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE APPLICATION OR SERVICES. IN ANY CASE, PRIX FIXE CLUB’S ENTIRE LIABILITY UNDER ANY PROVISION OF THESE TEMRS & CONDITIONS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT RECEIVED FROM RESTAURANT HEREUNDER.

11- Promotion: All promotion, advertising and distribution of the Application shall be consistent with Prix Fixe Club’s standard policies and reputation. Both parties may agree in writing to include a reference to the other party and its logo on its website, marketing and promotional materials (in any medium) subject to the compliance by each party with the applicable trademark guidelines of the other party. The Parties may agree to issue a joint press release in a form mutually agreeable to the Parties announcing the formation of the relationship between the Parties. The text of such press release and announcements, and any future announcement or publication concerning the existence or Terms & Conditions of this agreement, shall be mutually agreed to by the Parties prior to publication, except that either party may re-publish information contained in a previously approved press release, including on a party’s website and in marketing materials.

12- Term: The term of this agreement shall commence on the date Restaurant accepts these Terms & Conditions and shall continue by the auto renewal period (see 19.), and shall thereafter automatically renew, unless otherwise terminated. a- Termination: Either party may terminate this agreement with advance notice of 30 days, provided, however, that Prix Fixe Club may terminate these Terms & Conditions and all rights granted hereunder without notice if Restaurant employs or markets the Application or Services in violation of any applicable law, rule or regulation. If Application has been obtained through 3rd party sites, 3rd party site Terms & Conditions for termination, payment, refund, renewal supersedes these Terms & Conditions. b- Effect of Termination: Upon expiration or termination of these Terms & Conditions for any reason, (a) Restaurant shall immediately cease the use of the rights licensed hereunder, and shall immediately cease all provision of Content to its consumers; (b) each party shall make payment to the other of all amounts due hereunder as of the date of termination; and (c) Restaurant shall cease the use of all Prix Fixe Club’s Property and shall promptly return to Prix Fixe Club all copies of Prix Fixe Club’s Confidential Information or destroy same, at Prix Fixe Club’s discretion. c- Survival: Sections 3 (Restrictions), 5 (Intellectual Property), 6 (Consumer Data), 8 (Confidentiality), (Warranties; Indemnification; Disclaimer), 10 (Limitation of Liability) any accrued and unpaid payments, and this Section shall survive the termination or expiration of these Terms & Conditions for any reason.

13- Restaurant Agreement: In order to manage your loyalty club, Restaurant will be provided with: Access to the online dashboard, from where you can track and modify the various features of your loyalty club. By signing below, you agree to the following: a) to run your loyalty club program in a fair and non-abusive manner b) to keep the login information safe and secure.

14- Promotions & Information: Prix Fixe Club and its affiliates may send you occasionally application related information and promotional offers.

15- Access to Application: Restaurant understands that while Prix Fixe Club grants you access to its application, the responsibility for managing your loyalty club program lies with you. Pricing: You agree to the Prix Fixe Club’s

pricing plans as presented online, or as presented to you by an authorized representative of Prix Fixe Club.

16- Miscellaneous: Prix Fixe Club and Restaurant are and intend to remain independent parties. Nothing contained in these Terms & Conditions shall be deemed or construed to create the relationship of principal and agent or of partnership or joint venture, and except as otherwise specifically agreed upon in writing by the parties, neither party shall hold itself out as an agent, legal representative, partner, subsidiary, joint venture partner , servant or employee of the other. Neither party nor any officer or employee thereof shall, in any event, have any right collectively or individually, to bind the other party, to make any representations or warranties, to accept service of process, to receive notice or to perform any act or thing on behalf of the other party, except as authorized in writing by such other party in its sole discretion. These Terms & Conditions represent the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof. These Terms & Conditions may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A waiver of any default hereunder or of any of the of these Terms & Conditions shall not be deemed to be a continuing waiver or a waiver of any other default or of any other Terms & Conditions, but shall apply solely to the instance to which such waiver is directed. Prix Fixe Club may assign its rights or obligations pursuant to these Terms & Conditions. Restaurant agrees not to assign any rights under these Terms & Conditions; any attempted assignment shall be null and void and shall result in the termination of these Terms & Conditions. If any part of these Terms & Conditions shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms & Conditions which shall remain in full force and effect. These Terms & Conditions shall be governed by the laws of the State of California.

17- Refund Policy: Prix Fixe Club offers a 14 days money back guarantee for all plans without free trial, where if cancellation is requested within 14 days of activating a membership, Prix Fixe Club will issue a full refund. Prix Fixe Club does not issue refunds retroactively for any payment made on a recurring subscription (monthly, quarterly, semi-annual or annual) when the cancellation request is made after the charge in question. Restaurants can cancel anytime, for any reason, with no cancellation fees.

18- Monthly Fees: Restaurants are required to make payment of fees (“Premium Services”)in order to utilize Prix Fixe Club’s application. If Restaurant elects to sign up with Prix Fixe Club, Restaurant shall pay all applicable fees, as described on the website or offered by an agent in connection with such Monthly Fees selected by Restaurant. Prix Fixe Club reserves the right to change its prices at any time. Restaurant authorizes Prix Fixe Club directly or through third parties, to make any inquiries it considers necessary to validate Restaurant’s account and financial information that Restaurant provided while signing up with Prix Fixe Club. Please note that according to internal agreements, Prix Fixe Club is entitled to collect fees from Restaurants to process any payments and/or refunds and/or take any billing actions as required in connection with the collection of the fees. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Restaurant shall be responsible for payment of all such taxes, levies, or duties. Restaurant agrees to pay any such taxes that might be applicable to Restaurant’s use of the Services and payments made by Restaurant to Prix Fixe Club. All fees are charged automatically using the payment method as determined on the website or offered by an agent. If Prix Fixe Club does not receive a request by the user, through email or phone for Charged Services termination Restaurant acknowledges and understand that Prix Fixe Club will continue to charge Restaurant for the monthly fees as long as Restaurant’s account remains active. If, at any time, Restaurant’s bank or credit card company and decline or otherwise reject the charge of any payable fees, this act will be considered a breach of Restaurant’s obligation hereunder and Restaurant’s monthly fee will be automatically terminated. Restaurant’s monthly fees will not resume until Restaurant re-subscribes for any such fees. All prices and fees are non-refundable unless

otherwise expressly noted, even if such monthly fees are suspended, terminated, or transferred prior to the end of the Services term. Prix Fixe Club expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online at the Website and effective immediately without need for further notice to any user. Any changes or modifications in prices and fees shall be effective when the fees in question come up for renewal as further described below.

19- Auto Renewals: In order to ensure that Restaurant does not experience an interruption or loss of services, most service offers and automatic renewal option. The automatic renewal option automatically renews the applicable services for a renewal period equal in time to the original service period. For example, if Restaurant’s original service period is for one year, the renewal period will be for one year. While the details of the automatic renewal option may vary from service to service, treat automatic renewal option as the default setting. Therefore, unless Restaurant cancels, the subscription will automatically renew the applicable service when it comes to renewal, and Prix Fixe Club will automatically take payment from the payment method on file with Prix Fixe Club at then current rates, which Restaurant acknowledges and agrees may be higher or lower than the rate for the original service period. Restaurant may cancel Restaurant’s subscription from such services prior to the automatic renewal at any time. In such event the service shall be discontinued upon the expiration of the respective period Restaurant has paid for and shall not have any claims towards Prix Fixe Club in relation to the discontinuation of the services.

20- Cancellation by Restaurant: Restaurant may discontinue membership with Prix Fixe Club at any time. The date and time of such cancellation shall be the date and time on which Restaurant has completed the cancellation process on the Services, and the effective date for cancellation of Services shall be at the end of such Service’s subscription period. Notwithstanding anything to the contrary in the foregoing, with respect to automatically- renewed subscriptions to paid services, such subscription will be discontinued upon the expiration of the respective period for which Restaurant has already made payment.