PLATFORM TERMS

Effective Date: May 28th, 2026

‍1. INTRODUCTION AND ACCEPTANCE OF TERMS

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

These Platform Terms (the "Terms") are a binding contract between you and Sharebite Inc. ("Sharebite," "we", "us", and "our") and govern your use of our website(s), products, services, commercial payment card offerings ("Sharebite Passport") and applications (collectively, the "Services"), including some Services that may be made available to you through your employer ("Employer"). Your use of the Services in any way, including as a corporate user placing or managing a corporate order through the Services (an "Ordering User") or on behalf of a retailer or restaurant partner processing and fulfilling delivery orders through any use of the Services (a "Delivery Partner"), means that you agree to all of these Terms and that these Terms will remain in effect while you use the Services.

These Terms include the provisions in this document as well as those in the Privacy Policy, the Cookie Policy, and any other relevant policies, rules, and/or conditions ("Additional Terms") incorporated herein by reference, posted through the Services, or posted at https://sharebite.com/legal. You understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.

Where any Sharebite agreement, policy, or document references “Terms of Service,” “Terms of Use,” “TOS,” or “TOU,” those references mean these Platform Terms.

Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, limitations of liability, a class action waiver and resolution of disputes by arbitration.

2. SUPPLEMENTAL TERMS

These Terms include the following addenda that apply to specific Sharebite products and/or users:

3. DEFINITIONS

"Applicable Laws" means all applicable laws, statutes, regulations, rules, ordinances or subordinate legislation, including, as applicable, tax laws, economic sanctions laws, embargoes and any directives, policies, rules, guidance, or orders, that are made or given by a regulatory authority of any national, federal, commonwealth, state, provincial, or local jurisdiction.

"Employer" means the entity that sponsors your access to the Services and may provide Credits or Sharebite Passport to you.

"Restaurant Partner" means a restaurant or food merchant that provides goods through the Services.

4. MODIFICATIONS TO TERMS

We reserve the right to change these Terms at any time, but if we materially change these Terms, we will place a notice on our site located at https://sharebite.com/legal, send you an email, and/or notify you by some other means.

If you don't agree with the new Terms you will no longer be able to use the Services. If you use the Services in any way after a change to these Terms is effective, that means you agree to all of the changes.

Except for changes made by Sharebite described herein, no other amendment or modification of these Terms will be effective unless it is in writing and signed by both you and us.

5. ELIGIBILITY AND ACCOUNT REGISTRATION

You may be required to sign up for an account, select a password and user name ("Sharebite User ID"), and provide us with certain information or data, such as your contact information. You agree to provide us with accurate, complete, and up-to-date registration information about yourself. You may not select as your Sharebite User ID a name that you do not have the right to use, or another person's name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

Additionally, you may be able to access certain parts or features of the Services by using your account credentials from other services (each, a "Third Party Account"), such as those offered by Google and Microsoft. By using the Services through a Third Party Account, you permit us to access certain information from such accounts for use by the Services. You are ultimately in control of how much information is accessible to us when accessing certain parts or features of the Services using a Third Party Account and may exercise such control by adjusting your privacy settings on your Third Party Account.

You represent and warrant that you are an individual of legal age to form a binding contract. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization's or entity's behalf and bind them to these Terms.

You will only use the Services for your authorized internal use, not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you and your use of the Services. If your use of any Services is prohibited by Applicable Laws, then you aren't authorized to use those Services. You represent, warrant and covenant that you will use and engage with the Services in a lawful manner, in compliance with all Applicable Laws and not in or for the benefit of a country, organization, entity, or person identified, embargoed or blocked by any government, including, without limitation, those on sanctions lists.

You will protect the security of your Sharebite User ID, account, password and any other access tools or credentials. If you believe your Sharebite User ID, account or password has been stolen or compromised, you must immediately change your password. You are responsible for any activity associated with your Sharebite User ID whether or not you authorized such use.

6. DESCRIPTION OF SERVICES

Sharebite provides an online marketplace which enables consumers to place orders for food and/or other goods from restaurants and businesses ("Ordering Services"). Sharebite is not a restaurant or food preparation business. Fees paid by you for completed and delivered orders are final and non-refundable. You agree that we have no obligation to provide refunds or credits and may grant them at our sole discretion.

We may change the fees for the Ordering Services as we deem necessary or appropriate for our business, including but not limited to delivery fees and service fees. We may also charge merchants fees on orders that you place through the Ordering Services, including commissions and other fees, and may change those merchant fees as we deem necessary or appropriate for our business or to comply with Applicable Laws.

7. CREDITS AND PROMOTIONAL OFFERS

Your Employer may make certain credits available to you to use for the Services ("Credits"). Sharebite may also issue promotional credits to you ("Promotional Credits"). Credits and Promotional Credits (collectively, "Credits") may only be used and redeemed through the Services. Sharebite reserves the right, in our sole discretion, to determine whether or not to issue Credits. You will be notified through the Services if any Credits are available in your account and of the terms and conditions applicable to your use of the Credits.

Credits you receive may constitute taxable income to you. Your Employer is responsible for determining tax treatment and reporting obligations in accordance with ApplicableLaws. You should consult with your Employer and tax advisor regarding how Credits are treated for tax purposes.

Credits are not your property and may not be assigned or transferred to any person under any circumstance. Credits have neither cash value, surrender value, transfer value nor any other value of any kind until and to the extent they are actually redeemed by us. Credits cannot be used to offset any amount due from you to us. All redemptions of issued Credits are final. Except as otherwise set forth in the Services, Credits not redeemed within the one (1) year period immediately following issuance will expire and will not be refundable or redeemable for any value.

If we do not process or improperly deny a Credits redemption to which you were otherwise entitled, your remedy will be the issuance of the improperly denied Credits for redemption, if available, or such other alternative benefit as we may determine at our sole discretion. Neither we nor any of our affiliates, agents or representatives have any other or additional liability to you or any other person for such error(s), subject to Applicable Laws. If you deactivate, cancel or terminate your account with Sharebite, all Credits associated with your account will be forfeited and will not be refundable or redeemable for any value.

8. COMMUNICATIONS AND MESSAGING

As part of the Services, you may receive communications through the Services, including messages that Sharebite sends you by email, SMS, or other means. By signing up for the Services and providing us with your wireless number, you confirm and agree that:

  • you agree to receive communications from Sharebite;
  • Sharebite may send you information regarding your account or transactions with us through means which may include automated SMS messages sent to the wireless phone number associated with your Sharebite User ID;
  • you will use the instructions provided to you after registering for the Services to manage how you receive communications from Sharebite; and
  • you represent and warrant that each person you register for the Services and/or for whom you provide a wireless phone number has consented to receive communications from Sharebite.

You agree to indemnify and hold Sharebite harmless from and against any and all claims, liabilities, damages, losses and expenses arising from or in any way related to your breach of the foregoing.

9. INTELLECTUAL PROPERTY

The materials displayed, performed, or made available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the "Content") are protected by copyright and/or other intellectual property laws. You agree to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services. You agree that you will not copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content; or (ii) in a way that violates someone else's (including Sharebite's) rights.

Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to download and display locally the Content for the sole purpose of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services without prior written permission from us is expressly prohibited.

You understand that Sharebite owns the Services. You won't modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but even where these functionalities exist all the restrictions in this section still apply.

10. PROHIBITED CONDUCT AND RESTRICTIONS

You represent, warrant, and agree that you will not provide or contribute anything, including any Content, to the Services or otherwise use or interact with the Services in a manner that:

  • infringes or violates the intellectual property rights or any other rights of anyone else, including Sharebite;
  • violates any Applicable Laws, including, without limitation, any applicable export control laws, privacy laws or for any other purpose not reasonably intended by Sharebite;
  • is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
  • jeopardizes the security of your Sharebite User ID, account or anyone else's;
  • attempts to obtain the password, account, or other security information from any other user;
  • violates the security of any computer network, or cracks any passwords or security encryption codes;
  • runs Maillist, Listserv, any form of auto-responder or "spam" on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services, including by placing an unreasonable load on the Services' infrastructure;
  • "crawls," "scrapes," or "spiders" any page, data, or portion of or relating to the Services or Content through use of manual or automated means;
  • copies or stores any significant portion of the Content; or
  • decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

11. USER CONTENT AND THIRD-PARTY INTERACTIONS

Any information or Content transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk. Sharebite is not liable for any errors or omissions in the information or Content available through the Services, or for any damages or loss you might suffer in connection with it. You agree that we cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.  

The Services may contain links or connections to third-party websites or services that are not owned or controlled by Sharebite. Sharebite has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. Sharebite will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Sharebite is not responsible for such risks. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Sharebite shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

In the event that you have a dispute with one or more third-parties that you interact with through the Services, you release Sharebite, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

12. MODIFICATIONS TO SERVICES

We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. When practical and commercially feasible, we will notify you of material changes to the Services that may adversely affect you. We reserve the right to remove any Content from the Services at our sole discretion and without notice at any time, for any reason including, but not limited to, if someone alleges you contributed that Content in violation of these Terms.

13. PAID SERVICES AND BILLING

13.1 Service Costs  

The Services may be free or we may charge a fee for using the Services. If you are using a free version of the Services, we will notify you before such Services begin carrying a fee, and if you wish to continue using such Services you must pay all applicable fees.

If you elect to receive text messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.

13.2 Paid Services

Some Services may be subject to payments now or in the future (the "Paid Services"). Any payment terms presented to you in the process of using or signing up for Paid Services are deemed part of these Terms.

13.3 Payment Processors

We use third-party payment processors (the "Payment Processors") to bill you through a payment account linked to your account on the Services (your "Billing Account") for use of the Paid Services. In addition to these Terms, the processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processors as set forth on https://sharebite.com/legal.

We are not responsible for any error by, or other acts or omissions of, the Payment Processors. By choosing to use Paid Services, you agree to pay us, through the Payment Processors, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processors, to charge your chosen payment provider (your "Payment Method"). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processors make even after payment has been requested or received.

13.4 Payment Method and Billing Account

The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE, INCLUDING, BUT NOT LIMITED TO, BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE. YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY.

13.5 Change in Amount Authorized

If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

14. FREE TRIALS AND PROMOTIONS

Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. To cancel, contact care@sharebite.com or follow cancellation instructions provided when you started your trial. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at care@sharebite.com.

15. TERMINATION

15.1 Termination of Services by You

You may stop using the Services at any time. Refer to our Privacy Policy to understand how we treat information you provide to us after you have stopped using our Services.

15.2 Termination of Services by Sharebite

Sharebite may terminate or suspend access to your use of the Services or your account for any reason at our discretion, including your breach of these Terms. Sharebite has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

15.3 General  

Account termination may result in deletion of any Content associated with your account. If you have deleted your account by mistake, you may contact us at care@sharebite.com and we will attempt to recover your account, but you acknowledge that recovery is not guaranteed.

All provisions within these Terms related to the following shall survive termination:

  • any obligation you have to pay us or indemnify us;
  • any limitations on our liability;
  • any terms regarding ownership or intellectual property rights; and
  • terms regarding disputes between us, including without limitation, the arbitration agreement.

16. MOBILE APPLICATIONS

16.1 General Mobile Application Terms

You acknowledge and agree that the availability of our mobile application is dependent on the third party stores from which you download the application, such as the App Store from Apple or the Android app market from Google (each an "App Store"). Each App Store may have its own terms and conditions to which you must agree before downloading our mobile applications from such stores. You understand that your license to use our mobile application is conditioned upon the terms and conditions of such App Store, and you agree to comply with such terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with these Terms, the more restrictive of the conflicting terms and conditions apply.

16.2 Apple App Store Terms

These Terms apply to your use of all the Services, including our iOS applications (the "Application") available on Apple, Inc. ("Apple") App Store, in addition to the following conditions:

  • Both you and Sharebite acknowledge that these Terms are concluded between you and Sharebite only, and not with Apple, and that Apple is not responsible for the Application or the Content;
  • The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;
  • You will only use the Application in connection with an Apple device that you own or control;
  • You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
  • In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple's sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
  • You acknowledge and agree that Sharebite, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
  • You acknowledge and agree that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party's intellectual property rights, Sharebite, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
  • You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
  • You you and Sharebite acknowledge and agree that, in your use of the Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and
  • Both you and Sharebite acknowledge and agree that Apple and Apple's subsidiaries are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

17. REFERRAL PROGRAM

From time to time Sharebite may offer rewards or incentives for referring others to the Services. A referring user ("Referrer") may refer individuals or entities to Sharebite, who are neither a person nor an entity that already has an existing account with Sharebite ("Referee").

There is no limit to the number of referrals that a Referrer can make, nor the cumulative rewards or incentives that a Referrer may receive through such special offer, unless otherwise indicated. Referrer will receive the stated reward or incentive for each Referee sent by Referrer that completes the required action described in that specific offer (e.g. signing up for an account, making a purchase). All Referees must be first-time recipients of the offer, and multiple referrals to the same individual or entity will be disregarded. Sharebite reserves the right to modify or terminate any special offers at any time and to revoke from Referrer and Referee the special offer at Sharebite's discretion for any reason or for no reason whatsoever.

If Sharebite determines that Referrer or Referee is attempting to obtain unfair advantage or otherwise violate the terms or spirit of such special offer, Sharebite reserves the right to:

  • revoke any rewards or incentives issued to either Referrer or Referee; and/or
  • charge the Referrer or Referee for any rewards or incentives (i) used by Referrer or Referee prior to such revocation or (ii) issued by Sharebite to any ineligible Referrer or Referee.

All special offers are subject to the terms, conditions and restrictions set forth on the Services and/or those presented in connection with the special offer.

18. DISCLAIMERS AND LIMITATIONS OF LIABILITY

18.1 Warranty Disclaimer

Sharebite and our licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Sharebite and all such parties together, the "Sharebite Parties") make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the Sharebite Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits, procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The Sharebite Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. Without limiting the foregoing, you acknowledge and agree that the Sharebite Parties are not responsible for the quality, safety, or delivery of food or other items purchased, received or consumed in connection with the Services.

THE SERVICES AND CONTENT ARE PROVIDED BY THE SHAREBITE PARTIES ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

18.2 Limitation of Liability 

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAWS, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE SHAREBITE PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR:

  • ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION;
  • ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY;
  • ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO SHAREBITE IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM; OR
  • ANY MATTER BEYOND OUR REASONABLE CONTROL.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

NOTWITHSTANDING THE FOREGOING, FOR USERS OF SHAREBITE PASSPORT, THE LIABILITY CAPS SET FORTH ABOVE DO NOT APPLY TO USER'S PAYMENT OBLIGATIONS TO SHAREBITE FOR PASSPORT TRANSACTIONS, WHICH REMAIN DUE AND PAYABLE IN FULL WITHOUT LIMITATION.

18.3 Indemnity

You agree to indemnify and hold the Sharebite Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any claims relating to:

  • your use of the Services, including any actions taken by a third party using your account; and
  • your violation of these Terms, any card issuer terms, or Applicable Laws.

In the event of such a claim, suit, or action ("Claim"), we will attempt to provide notice of the Claim to the contact information associated with your Sharebite ID, provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder.

19. ASSIGNMENT 

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Sharebite's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

20. GOVERNING LAW AND DISPUTE RESOLUTION

20.1 Choice of Law

These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.

20.2 Arbitration Agreement

Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Sharebite and limits the manner in which you can seek relief from Sharebite. Both you and Sharebite acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Sharebite's officers, directors, employees and independent contractors ("Personnel") are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right, and will be deemed to have accepted the right, to enforce these Terms against you as the third-party beneficiary hereof.

20.2.1 Arbitration Rules; Applicability of Arbitration Agreement

The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Wilmington, Delaware. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the "Rules") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

20.2.2 Costs of Arbitration

The Rules will govern payment of all arbitration fees. Sharebite will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Sharebite will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.  

20.2.3 Small Claims Court; Infringement

Either you or Sharebite may assert claims, if they qualify, in small claims court in Wilmington, Delaware or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

20.2.4 Waiver of Jury Trial

YOU AND SHAREBITE WAIVE ALL RIGHTS TO A JURY TRIAL. You and Sharebite are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Sharebite over whether to vacate or enforce an arbitration award, you and Sharebite will elect to have the dispute be resolved by a judge.

20.2.5 Waiver of Class or Consolidated Actions

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Sharebite is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in paragraph 20.2.7 below.

20.2.6 Opt-out

You have the right to opt out of the provisions of this section by sending written notice of your decision to opt out to legal@sharebite.com or to the mailing address in the Contact section within thirty (30) days of first accepting these Terms. You must include (i) your name and residential address, (ii) the email address and/or telephone number associated with your Sharebite User ID, and (iii) a clear statement that you want to opt out of these Terms' arbitration agreement.

20.2.7 Exclusive Venue

If you send the opt-out notice, as described in paragraph 20.2.6 above, and/or in any circumstances where the foregoing arbitration agreement permits either you or Sharebite to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Sharebite agree that any judicial proceeding will be brought in the state or federal courts located in, respectively, Wilmington, Delaware, or the federal district in which that county falls.

20.2.8 Severability

If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Sharebite.

21. MISCELLANEOUS

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Sharebite may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.

The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.

You and Sharebite agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Sharebite, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.

Headings in these Terms are for reference purposes only and will not affect in any way the meaning or interpretation of these Terms.

As used in these Terms, the terms "include," "includes," and "including" will be deemed in each case to be followed by the words "without limitation."

These Terms cover your use of the Services. You hereby acknowledge and agree that use of the Services and Sharebite Passport does not make you an employee, agent, partner, or joint venture of Sharebite, or give you authority of any kind to bind Sharebite in any respect whatsoever.

Except as expressly set forth in the sections above regarding the Apple Application and the arbitration agreement, you and Sharebite agree there are no third-party beneficiaries intended under these Terms.

Sharebite shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation, facilities, fuel, energy, labor or materials.

22. ACCESSIBILITY

Sharebite is committed to making our Services accessible to all users. If you experience accessibility issues, please contact us at care@sharebite.com.

23. ELECTRONIC SIGNATURES AND RECORDS

PLEASE READ THIS SECTION CAREFULLY AND PRINT OR SAVE A COPY FOR FUTURE REFERENCE TO VERIFY THAT YOU CAN KEEP THIS TYPE OF ELECTRONIC RECORD.

23.1 E-Sign Consent

This section of these Terms ("the E-Sign Consent") is a legally binding agreement between Sharebite and you and is fully incorporated into these Terms. In connection with the Services, we may choose to provide certain documents, communications, contracts, statements, notices, authorizations, and disclosures arising from or relating to your use or attempted use of the Services (individually "Record", in plurality or collectively "Records") now and in the future to you in electronic form and obtain your electronic signature in connection with those Records. If you withdraw your consent to receive Records in electronic form, you may be ineligible to use or obtain the Services.

23.2 Records to Be Provided in Electronic Form

We reserve the right to decide which Records to provide electronically and when to request your electronic signature for those Records.

As part of your use of the Services, you are entitled by law to receive certain information "in writing". All Records in either electronic or paper format from us to you will be considered "in writing". You acknowledge and agree that your consent to receiving Records is being provided in connection with a transaction affecting interstate commerce that is subject to federal Electronic Signatures in Global and National Commerce Act (the "Act"), and that you and we both intend that the Act apply to the fullest extent possible to validate our ability to conduct business with you by electronic means.

23.3 Scope of Your Consent*

By agreeing to this E-Sign Consent, you agree that you reviewed its contents and verified that you can print or save a copy of it for your records. You further give your express consent to receive, view, and electronically sign the Records we display on any website, through any web browser, or in any software application. You agree that the electronic Records we send to your designated email address may include Records displayed in the email message, attached to it, or displayed when you select links included in the message. When a Record is electronically displayed on your computer or your mobile or handheld device, you agree that your electronic signature for the Record may include clicking displayed buttons, selecting displayed boxes, typing your name in a designated field or otherwise selecting an electronic facsimile signature for the field, sending an email reply to a message transmitted to your designated email address, or taking other affirmative actions described when you view an electronic Record displayed on your computer or your mobile or handheld device. Your consent for our use of electronic Records and signatures will be effective unless you withdraw it in the manner described below in sub-section 23.4.

23.4 How to Withdraw Consent

If you wish to withdraw your consent to receive Records electronically, you may do so by contacting us at legal@sharebite.com. Once you have withdrawn your consent, you may be ineligible to use or obtain certain parts of the Services.

23.5 Request for Paper Records*

After you have consented to receive Records electronically, you may request a paper copy of a Record we previously made available to you by contacting us at legal@sharebite.com. We will send your paper copy to you by U.S. mail. A paper copy of the requested Records will be provided at $1 per page. A request for a paper copy of any Record will not be considered a withdrawal of your consent to receive Records electronically.

23.6 Changing your Contact Information

It is your responsibility to provide us with a valid phone number, contact, email, and other information on file with Sharebite, and to update and promptly notify us of any changes in this information. You understand and agree that if we send you an electronic Record but you do not receive it because your valid phone number or email address or other contact information is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Records, we will be deemed to have provided the Record to you.

Your use of a spam filter that blocks or re-routes emails from senders not listed in your email address book may impact your ability to receive our Records. Therefore, you must add Sharebite to your email address book so that you will be able to receive the Records we send to you.

23.7 Hardware and Software Requirements

To access, view, and retain electronic Records that we make available to you, you must have:

  • access to the Internet;
  • an email account and related software capable of receiving email through the Internet;
  • supported web browsing software (current or recent versions of Google Chrome, Mozilla Firefox, Microsoft Edge, or Apple Safari);
  • software that allows you to view and print or save PDF documents, such as Adobe Reader or similar software;
  • hardware capable of running the software described above; and
  • a printer or long-term storage device that allows you to print or save electronic Records for future reference.

If you are obtaining the Services electronically via a mobile or handheld device (such as a smart phone or tablet), in addition to the above requirements you must have software on your device that allows you to print and save the Records presented to you. This software can typically be found in the device's respective App Store. If you do not have these capabilities on your device, please obtain the Services through a device that provides these capabilities.

23.8 Termination/Changes

We reserve the right, at our sole discretion, to discontinue the provision of your electronic Records, or to terminate or change the terms and conditions on which we provide electronic Records. We will provide you with notice of any such termination or change as required by law.

23.9 Consent Confirmation

By clicking the button, or selecting the checkbox, displayed in connection with acknowledging and/or agreeing to these Terms (or by otherwise taking an affirmative action indicating your agreement to this E-Sign Consent), you agree that:

  • You have received, read, and agree to all of the terms of this E-Sign Consent; and
  • you consent to your and our use of electronic Records and signatures in connection with any Services that you request, use, or obtain.

24. CONTACT US

If you have any questions regarding these Terms or the Services, please contact us at:

California Privacy Rights

California residents have certain rights under the California Consumer Privacy Act (CCPA). For details about your privacy rights and how to exercise them, see our Privacy Policy at https://sharebite.com/privacy-policy.

If you are a California resident, in accordance with California Civil Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at:

1625 North Market Blvd., Suite N 112
Sacramento, CA 95834

You may also call them at (800) 952-5210 or (916) 445-1254.

1. INTRODUCTION AND ACCEPTANCE

These Supplemental Terms for Passport Users ("Passport Terms") supplement and are incorporated into the Sharebite Platform Terms ("Platform Terms"). By using Sharebite Passport, you agree to be bound by both the Platform Terms and these Passport Terms. Capitalized terms used but not defined in these Passport Terms have the meanings given in the Platform Terms.

If your Employer has executed a Passport Service Schedule as part of a commercial agreement with Sharebite, the terms of that Service Schedule govern the relationship between your Employer and Sharebite. These Passport Terms govern your individual use of Sharebite Passport.

2. ORDER OF PRECEDENCE

In the event of any conflict between these Passport Terms and the Platform Terms with respect to Sharebite Passport specifically, these Passport Terms shall control. All other provisions of the Platform Terms remain in full force and effect.

3. OVERVIEW AND AUTHORIZATION

You may be authorized by your Employer to use Sharebite Passport issued by a payment card network principal issuing member (the "Issuer"). You may only use Sharebite Passport if your use has been authorized by Sharebite and the Issuer. Sharebite Passport may only be used to make purchases for food, meals and certain other items for commercial purposes that are not restricted or prohibited by Sharebite or the Issuer ("Qualified Purchases"), which are in each case payable by your Employer up to the amount authorized by your Employer (the "Qualified Expense"). If you have been issued a Sharebite Passport by your Employer, you are an "Authorized Card User" of your Employer.

4. ELIGIBILITY AND DATA COLLECTION

Before you are authorized to be issued a Sharebite Passport, Sharebite and Issuer must determine whether you are eligible to access and use Sharebite Passport. You will provide accurate and complete information regarding you and your use of Sharebite Passport ("Eligibility Information") and keep such information up-to-date. You will cooperate with requests from Sharebite or Issuer for information or documentation reasonably necessary to comply with regulatory or legal obligations, including KYC and anti-money laundering reviews, eligibility assessments, risk monitoring, and program management.

You hereby acknowledge and agree that Sharebite may collect and use Eligibility Information and other data, information or material provided, uploaded, made available or submitted by you or on your behalf to Sharebite or to the Services in the course of using the Services (collectively, "Authorized Card User Data"), and you hereby authorize and instruct Sharebite to make Authorized Card User Data available to any Issuer in connection with offering, maintaining and reviewing eligibility for and use of Sharebite Passport. Sharebite and Issuer may also use Authorized Card User Data for the purpose of generating Aggregated Anonymous Data, and freely use, retain and make available Aggregated Anonymous Data for Sharebite's and Issuer's business purposes. "Aggregated Anonymous Data" means Authorized Card User Data in aggregate, anonymized form which can in no way be linked specifically to you.

You, not Sharebite, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to use of all Authorized Card User Data. You represent and warrant that you have all rights necessary to provide the Authorized Card User Data to Sharebite as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). Sharebite will handle all Authorized Card User Data in accordance with Sharebite's Privacy Policy and is not responsible for unauthorized access to Authorized Card User Data or the unauthorized use or processing of the Authorized Card User Data unless such access is due to Sharebite's gross negligence or willful misconduct.

5. ACTIVATION AND USE

While Sharebite Passport may be issued to you, please note that your access to Sharebite Passport is controlled by your Employer. Sharebite Passport is provided to you by Sharebite to access funds available to you pursuant to your relationship with your Employer and may only be used as permitted by your Employer. Your Employer may choose to set spending limits, time restrictions, or impose other controls on your use of Sharebite Passport and may suspend or terminate access to your Sharebite Passport at any time and for any reason. You are responsible for understanding and adhering to your Employer's policies regarding the use of Sharebite Passport, and you agree that all purchases made using Sharebite Passport will comply with such policies. Sharebite is not responsible for reviewing transactions for compliance with your Employer's policies or for any transactions that violate such policies.

Once issued, you must activate Sharebite Passport and complete the activation process before it may be used. To activate your Sharebite Passport, log in to your Sharebite account. You may need to provide additional personal information in order for your identity to be verified and for completion of the activation process. We reserve the right to cancel, close or restrict use of Sharebite Passport, including by refusing the processing of any transaction, including if we believe you have violated these Passport Terms, the Platform Terms, the Issuer Card Terms or any Applicable Laws. You may not use Sharebite Passport for the benefit of any third party.

Sharebite Passport is issued by the Issuer identified in the relevant cardholder agreement (the "Issuer Card Terms"). By accepting these Passport Terms, you are also accepting and agreeing to be bound by and fully comply with the Issuer Card Terms available at https://sharebite.com/legal. You agree to indemnify, defend and hold Sharebite and Issuer harmless from and against all claims, losses and liability arising out of or relating to your breach of the Issuer Card Terms. You may only use Sharebite Passport if you have consented to the applicable Issuer Card Terms. Issuers may update Issuer Card Terms at any time. In such circumstances, we will provide notice to you of such updates through the Services if required by Applicable Laws and your continued use of Sharebite Passport constitutes your acceptance of the updated Issuer Card Terms. We also reserve the right to change the Issuer, subject to the terms of our agreement with the Issuer. To the extent that there is any conflict between these Passport Terms, the Platform Terms, and the Issuer Card Terms with respect to the terms applicable to Sharebite Passport, the Issuer Card Terms will govern and control.

Sharebite Passport is not connected to any checking or savings account. You may not use your Sharebite Passport at an ATM or to obtain cash. You will only use Sharebite Passport for your authorized internal business purposes, and not for any personal, family or household use. You must make every reasonable effort to safeguard your Sharebite Passport to prevent it from being used for unauthorized transactions. YOU ARE WHOLLY RESPONSIBLE AND LIABLE FOR ALL USE OF SHAREBITE PASSPORT. SHAREBITE RESERVES THE RIGHT TO MODIFY, SUSPEND, OR DISCONTINUE SHAREBITE PASSPORT OR ANY PART THEREOF, EITHER TO THE EXTENT REQUIRED BY APPLICABLE LAWS OR ISSUER, OR OTHERWISE.

6. PURCHASES AND PAYMENTS

You may be permitted to make Qualified Purchases using your Sharebite Passport from Sharebite's Delivery Partners through the Services. Qualified Purchases from Sharebite's Delivery Partners must be made in accordance with the terms of these Passport Terms and the Platform Terms.

Each transaction initiated with your Sharebite Passport constitutes your request that your Qualified Expense allowance be debited in an amount equal to the amount of the transaction less any amounts for which you are responsible ("Non-Qualified Expenses"). You may choose to link a personal payment card ("Personal Card") to cover Non-Qualified Expenses. For example, if an Employer authorizes you to spend fifteen dollars ($15.00) for lunch, but you want to purchase a meal that costs twenty dollars ($20.00), five dollars ($5.00) of that purchase will be considered a Non-Qualified Expense.

If you choose NOT to link a Personal Card, transactions that would result in Non-Qualified Expenses will be declined. If you choose to link a Personal Card, you authorize us to charge your Personal Card for Non-Qualified Expenses as described below.

If you have linked a Personal Card to the Services:

  • Your Personal Card will be automatically charged for any amounts that exceed your Qualified Expense allowance.
  • You represent and warrant that your Personal Card belongs to you, you have the right to authorize us to charge your Personal Card, and that you will maintain Personal Card information to be accurate and up to date.
  • You will defend, indemnify and hold us harmless from and against any claims by any other owner or user of your Personal Card.
  • Sharebite does not take any responsibility for payment made into or out of the wrong account based on your input.
  • You agree to promptly notify us in writing of any changes to Personal Card information.
  • You agree to maintain a balance associated with your Personal Card account that is sufficient to fund all charges you initiate for Non-Qualified Expenses, and that we are not responsible for any overdraft or insufficient fund situation or charge (including, but not limited to, finance charges, late fees or similar charges) caused by your failure to maintain a sufficient balance in your Personal Card account.
  • You authorize Sharebite and its service providers to debit and credit your Personal Card for payments you transmit or receive through or in connection with the Services for Non-Qualified Expenses.
  • You agree that any transactions you authorize comply with all Applicable Laws.
  • You understand that this authorization will remain in full force until you notify Sharebite that you wish to revoke this authorization by contacting us at legal@sharebite.com. Sharebite requires at least ten (10) business days' prior notice to cancel this authorization.
  • You understand that revoking such authorization will not affect your responsibility to pay Sharebite for any payments due.
  • If you revoke your payment authorization, Sharebite may, in its sole discretion, suspend or terminate your access to some or all of the Services.
  • Payments that you initiate through the Services may be declined, invalidated or reversed by us if, among other reasons, the funding transaction from your Personal Card is declined or reversed, the payment was unauthorized or unfunded, or if the payment was for activities that violated these Passport Terms, the Platform Terms, the Issuer Card Terms or any other agreement with us.

If you have NOT linked a Personal Card:

  • You must directly reimburse Sharebite for any amounts that exceed your Qualified Expense allowance within the timeframe specified by Sharebite.

Transaction Authorization:

An authorization is required for most transactions. A requested transaction may be denied authorization if at the time the request is submitted:

  • the type of merchant requesting the authorization is not a merchant type that is allowed to accept Sharebite Passport;
  • the requested transaction is not a Qualified Purchase;
  • the amount of the proposed transaction exceeds your available Qualified Expense balance, less the amount of your outstanding transactions;
  • the amount of the proposed transaction, together with your outstanding transactions, would cause you to exceed any authorization limit set by Sharebite or an Employer;
  • your Sharebite Passport has been suspended or terminated for any reason;
  • you seek to utilize Sharebite Passport for Non-Qualified Expenses and we have reason to believe that you will be unable to pay for such Non-Qualified Expenses;
  • you have not included a Personal Card on file or the Personal Card on file is declined, expired, invalid, or otherwise unable to be processed; or
  • such transaction is otherwise restricted or prohibited pursuant to the Issuer Card Terms.

You release Sharebite and your Employer from any claims of damages or losses that you may have or that may be incurred by you as a result of any authorization being withheld, even if your actual Qualified Expense allowance available at such time was sufficient to support the authorization.

7. GEOGRAPHIC LIMITATIONS

Sharebite Passport may only be accessed and used in certain territories and jurisdictions as agreed upon by Sharebite and your Employer, as may be updated and amended from time to time ("Permitted Locations"). For more information about Permitted Locations, please contact your Employer or the internal administrator of your Employer's Sharebite Passport program. You may not access or use Sharebite Passport outside of the Permitted Locations without your Employer's, Sharebite's and Issuer's prior written consent in each case.

8. RESTRICTED PRODUCTS AND SERVICES

Your access to and use of Sharebite Passport may also be restricted or prohibited if you are involved in any industry or engage in any transactions involving certain product and service categories for which access to and use of the Services may be restricted or prohibited by an applicable Issuer ("Restricted Products and Services"). For the avoidance of doubt, unless otherwise expressly agreed upon by Sharebite and Issuer in writing, the purchase of any Restricted Products or Services is not a Qualified Purchase. You hereby agree to provide accurate, complete and up-to-date information and cooperate with Sharebite and Issuer to determine whether your access to and use of Sharebite Passport may involve any Restricted Products and Services, and to seek an exception where applicable and available.

9. SUSPENSION AND TERMINATION

Your Sharebite Passport and related privileges may also be suspended, terminated or limited at any time for any reason, including without limitation if:

  • your Employer fails to pay for transactions or otherwise fails to comply with its obligations relating to its participation in the Sharebite Passport program;
  • you fail to pay any amounts owed to Sharebite within the required timeframe;
  • Sharebite believes your Sharebite Passport has been used by an unauthorized person or for any Unauthorized Use or that your Sharebite Passport has been compromised, stolen or misused;
  • you are no longer eligible for Sharebite Passport or Sharebite no longer offers Sharebite Passport;
  • Sharebite notices excessive use of your Sharebite Passport, excessive use of Sharebite Passport to pay for Non-Qualified Expenses, unpermitted transactions, or other suspicious activities;
  • you violate these Passport Terms, the Platform Terms, or the Issuer Card Terms; or
  • Sharebite believes that not doing so may pose a risk to an Employer, Sharebite, Issuer or any third parties, including but not limited to creating multiple chargebacks.

If Sharebite suspends your Sharebite Passport, it may reinstate access once any problems have been rectified. Sharebite's suspension, termination or limitation of Sharebite Passport privileges for an Authorized Card User will not otherwise affect your or Sharebite's rights and obligations under these Passport Terms or the Platform Terms. Sharebite Passport may be denied or canceled due to changes in the Issuer's policies, as required by Applicable Laws, or for other reasons Sharebite determines are appropriate under the circumstances. You shall continue to be liable for all Non-Qualified Expense transactions on your Sharebite Passport occurring prior to any suspension or termination. If your Sharebite Passport is suspended or terminated, you shall not use your Sharebite Passport to perform, or permit or authorize anyone else to perform, any further transactions. If any transactions are performed after suspension or termination, you shall be liable and responsible under these Passport Terms for any transaction made by you or anyone authorized by you after suspension or termination and you agree to promptly pay Sharebite for any such overages.

10. PASSPORT RESPONSIBILITIES AND LIABILITIES

You will be liable to Sharebite for any fees, charges, costs, amounts, expenses or other losses that result from your actions or inactions associated with use of Sharebite Passport that are not otherwise identified as payable by your Employer herein. You further agree to pay Sharebite, to the extent permitted by law, the reasonable costs and expenses of collection of any amounts due from you under these Passport Terms, including legal and collections fees and any interest at the maximum rate permitted by Applicable Laws. Any document evidencing a transaction or the use of your Sharebite Passport by you or anyone authorized by you will be evidence of your authorization of, and liability for, the respective transaction.

Sharebite is not responsible for any problem you may have with any goods or services charged to Sharebite Passport. If you have a dispute with a merchant, you must handle it directly with the merchant.

You are responsible for all authorized transactions initiated and fees incurred by use of Sharebite Passport. If you permit another person to have access to Sharebite Passport or your Sharebite Passport number, Sharebite will treat this as if you have authorized such use and you will be liable for all transactions and fees incurred by those persons. For purposes of this section, "Unauthorized Use" means use of Sharebite Passport by a person other than you, without your actual, implied, or apparent authority, and where such use provides no direct or indirect benefit to you or your Employer. If your Sharebite Passport is lost or stolen or if there is possible Unauthorized Use, you must notify Sharebite as soon as practically possible and in any event within twenty-four (24) hours following discovery of the loss or theft or possible Unauthorized Use by contacting Sharebite at passport@sharebite.com, and take appropriate measures to prevent Unauthorized Use. If (a) notice as provided in this Section is given within twenty-four

(24) hours; and (b) you assist Sharebite in investigating facts and circumstances relating to the loss or theft or possible unauthorized use of Sharebite Passport, then you will not be liable for transactions resulting from Unauthorized Use.

Sharebite shall have no liability if any merchant does not honor your Sharebite Passport, if a merchant is unable to obtain an authorization with respect to any transaction you attempt to make, or if you use Sharebite Passport to pay for a Non-Qualified Expense. Sharebite shall have no liability to you if through no fault of ours, your Qualified Expense balance is insufficient to complete the transaction or if your Sharebite Passport has been terminated, suspended, or limited as provided in these Passport Terms or the Platform Terms. Any liability that we may have to you as a result of completing or failing to complete a transaction shall be limited to the fullest extent permissible under Applicable Laws and any liability will not include any indirect or consequential damages.

11. ADDITIONAL INDEMNIFICATION

In addition to your indemnification obligations under the Platform Terms, you agree to indemnify, defend, and hold Sharebite (including its affiliates, and their respective directors, officers, employees, and agents) and Issuer harmless from and against any and all claims, liabilities, damages, losses, and expenses (including attorneys' fees) arising from or related to:

  • your breach of the Issuer Card Terms;
  • any fraud-related chargeback amounts and dispute costs;
  • any fines, fees, penalties, or charges imposed by Visa, Mastercard, or any card network in connection with your use of Sharebite Passport;
  • any fines, penalties, or sanctions imposed by OFAC or any regulatory authority in connection with your use of Sharebite Passport or violation of sanctions laws; or
  • any misuse of Sharebite Passport by you.

12. MISCELLANEOUS

Any provision of the Platform Terms not specifically modified by these Passport Terms remains in full force and effect. If any provision of these Passport Terms is held invalid or unenforceable, the remaining provisions will remain in full force. These Passport Terms, together with the Platform Terms, the Issuer Card Terms, and any documents incorporated by reference, constitute the entire agreement between you and Sharebite regarding Sharebite Passport.

The following provisions survive termination: payment obligations, indemnification, limitation of liability, intellectual property, and dispute resolution.

13. CONTACT

For questions regarding these Passport Terms or Sharebite Passport, please contact:

- End of Supplemental Terms for Passport Users -

1. INTRODUCTION AND ACCEPTANCE

These Supplemental Terms for Restaurant Partners ("Restaurant Terms") supplement and are incorporated into the Sharebite Platform Terms ("Platform Terms"). By accessing or using the Sharebite Restaurant Partner Platform, you agree to be bound by both the Platform Terms and these Restaurant Terms. Capitalized terms used but not defined in these Restaurant Terms have the meanings given in the Platform Terms.

2. ORDER OF PRECEDENCE

If you have executed a separate Restaurant Partner Agreement with Sharebite, these Restaurant Terms supplement that agreement and are incorporated by reference. In the event of conflict: (1) the Restaurant Partner Agreement controls, followed by (2) these Restaurant Terms, and (3) the Platform Terms. If you have not executed a separate Restaurant Partner Agreement, these Restaurant Terms and the Platform Terms govern your use of the Restaurant Partner Platform, with these Restaurant Terms controlling in the event of any conflict with respect to matters specifically addressed herein.

3. DEFINITIONS*

"Partner Content" means all information, menus, photographs, videos, nutritional information, logos, trademarks, and any other materials or data you upload, submit, or otherwise make available through the Platform.

"Platform" means the Sharebite Restaurant Partner Platform, a service that allows you to manage your restaurant's presence on Sharebite's services.

4. CONTENT OWNERSHIP AND LICENSING

You retain all ownership rights to your Partner Content. By uploading Partner Content to the Platform, you represent and warrant that you own or have all necessary rights, licenses, consents, and permissions to use and to grant Sharebite the rights to use such Partner Content.

For the avoidance of doubt, you grant Sharebite a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, modify, adapt, prepare

derivative works of, display, and perform the Partner Content in connection with the Platform, Sharebite's services, and Sharebite's promotional and marketing activities.

5. SHAREBITE'S EDITORIAL CONTROL

You acknowledge and agree that Sharebite exercises sole editorial control over the Platform and the presentation of Partner Content. This control includes, but is not limited to, the right to:

  • Review, modify, or remove any Partner Content at any time and for any reason;
  • Adjust menu item prices to match or be consistent with prices listed on third-party marketplaces or your direct-to-consumer channels;
  • Remove prohibited menu items, including but not limited to alcoholic beverages;
  • Approve, deny, or edit photographs or other media you submit.

6. COMPLIANCE WITH CONTENT STANDARDS

All Partner Content you upload must comply with the following standards:

  • Media Rights: You must have all necessary legal rights to any photographs, videos, or other media you upload.
  • Content Focus: All photography must be focused on food and accurately represent the menu items offered.
  • Decency Standards: Content must not be defamatory, obscene, harassing, illegal, or otherwise objectionable.

Sharebite reserves the right to remove any Partner Content that violates these standards in its sole discretion.

7. PARTNER DATA OBLIGATIONS

You acknowledge that you may have access to customer names, order details, and delivery addresses through the Platform. You agree to use such information solely to fulfill orders and in compliance with all applicable data protection laws. You will not use customer information for marketing or any other purpose.

8. ADDITIONAL INDEMNIFICATION

In addition to your indemnification obligations under the Platform Terms, you agree to indemnify, defend, and hold Sharebite and its affiliates, and their respective directors, officers, employees

and agents, harmless from and against any and all claims, liabilities, damages, losses, and expenses (including attorneys' fees) arising from or related to:

  • your Partner Content, including any infringement or violation of third-party rights;
  • your breach of these Restaurant Terms;
  • food quality, food safety, or health regulation compliance at your restaurant; or
  • any claims by customers arising from food purchased from your restaurant through the Services.

9. MISCELLANEOUS

Any provision of the Platform Terms not specifically modified by these Restaurant Terms remains in full force and effect. If any provision of these Restaurant Terms is held invalid or unenforceable, the remaining provisions will remain in full force.

Sharebite reserves the right to modify these Restaurant Terms at any time. We will provide you with notice of any material changes. Your continued use of the Restaurant Partner Platform after such notice constitutes your acceptance of the revised Restaurant Terms.

The following provisions survive termination: payment obligations, indemnification, limitation of liability, intellectual property, and dispute resolution.

10. CONTACT

For questions regarding these Restaurant Terms or the Restaurant Partner Platform, please contact:

- End of Supplemental Terms for Restaurant Partners -

1. INTRODUCTION AND ACCEPTANCE

These Supplemental Terms for Delivery Partners ("Delivery Terms") supplement and are incorporated into the Sharebite Platform Terms ("Platform Terms"). These Delivery Terms apply to all entities and individuals who perform delivery services for Sharebite, including corporations, limited liability companies, partnerships, sole proprietorships, and independent contractors, together with their respective employees, agents, and subcontractors (collectively, "Delivery Partners" or "you"). By performing delivery services for Sharebite, you agree to be bound by both the Platform Terms and these Delivery Terms. Capitalized terms used but not defined in these Delivery Terms have the meanings given in the Platform Terms.

2. ORDER OF PRECEDENCE

In the event of any conflict between these Delivery Terms and the Platform Terms with respect to delivery services specifically, these Delivery Terms shall control. All other provisions of the Platform Terms remain in full force and effect.

3. DEFINITIONS

"Delivery Partner Personnel" means any employees, contractors, or subcontractors engaged by Delivery Partner to perform Delivery Services.

"Delivery Services" means the collection, pickup, and delivery of orders placed through the Services.

"Ordering User" means a corporate user placing or managing a corporate order through the Services.

"Ordering User Data" means any data that a Delivery Partner collects, uses, processes, stores or generates as a result of an Ordering User's use of Sharebite's Services or any point of sale system used in connection with Sharebite's Services.

4. DATA PRIVACY*

You acknowledge and agree that all collection and use of Ordering User Data is subject to these Delivery Terms, the Platform Terms, and Sharebite's Privacy Policy, available at https://sharebite.com/privacy-policy.

5. DELIVERY PARTNER OBLIGATIONS

Delivery Partner must:

  1. collect, pick up, and deliver each order within the pickup and delivery windows communicated through the Services;
  2. provide real-time status updates, including acceptance, pickup, en-route, and completion scans, through the tools designated by Sharebite;
  3. immediately notify Sharebite through the Services and the Ordering User of any actual or anticipated delay, failed, or incomplete delivery, and follow Sharebite's instructions for remediation or return;
  4. submit a written incident report to Sharebite within 24 hours of any accident, loss, theft, food-safety issue, or other material incident occurring in connection with Delivery Services;
  5. use equipment that meets industry standards for temperature control, contamination prevention, and safe transport of food and beverages; and
  6. ensure that any Delivery Partner Personnel engaged to perform Delivery Services comply with these Delivery Terms and the Platform Terms, with Delivery Partner remaining fully liable for their acts and omissions.

6. INTELLECTUAL PROPERTY

Delivery Partner License to Sharebite: Delivery Partner hereby grants Sharebite a worldwide, non-exclusive, royalty-free license to use, copy, access, process, reproduce, perform, display, modify, distribute, and transmit Ordering User Data for the purpose of supporting the Services, including providing, improving, testing, operating, facilitating, promoting, and marketing the Delivery Partner's services or any of the Services. Delivery Partner bears all responsibility and liability for the accuracy, quality, completeness, and legality of Ordering User Data provided to Sharebite and is solely responsible for obtaining authority and consent from Ordering Users, as necessary, to grant this license to Sharebite.

Sharebite License to Delivery Partner: Sharebite grants Delivery Partner a limited, non-exclusive, non-transferable, revocable license, during the term of these Delivery Terms, to access and use Sharebite's trademarks, brand materials, and Services solely to perform Delivery Services and strictly in accordance with any brand guidelines provided by Sharebite. Delivery Partner will not reverse engineer, scrape, copy, create derivative works of, or otherwise exploit any part of the Services or Sharebite's intellectual property except as expressly permitted here. All goodwill

arising from Delivery Partner's permitted use of Sharebite's trademarks will inure to the benefit of Sharebite. Upon termination or expiration of these Delivery Terms, Delivery Partner will immediately cease all use of Sharebite intellectual property and return or delete any related materials as directed by Sharebite.

7. SAFETY AND COMPLIANCE REQUIREMENTS

Delivery Partner shall:

  1. maintain at all times, and cause Delivery Partner Personnel to maintain, all licenses, permits, and authorizations required under Applicable Laws to perform Delivery Services;
  2. ensure that all Delivery Partner Personnel who operate motor vehicles have valid driver's licenses and have successfully passed a criminal background check and motor-vehicle record check no more than 12 months prior to performing Delivery Services and annually thereafter;
  3. maintain, at a minimum, commercial automobile liability insurance with limits of at least $1,000,000 per occurrence and $2,000,000 aggregate, workers' compensation insurance (where required by law), and commercial general liability insurance with limits of at least $1,000,000 per occurrence and $2,000,000 aggregate, and list Sharebite as an additional insured where permitted;
  4. follow all food-safety and handling requirements, including HACCP guidelines, and comply with all Applicable Laws governing the transportation of prepared food and beverages.

8. DATA PRIVACY AND SECURITY

Delivery Partner's collection, access, use, storage, and disclosure of Ordering User Data are subject to these Delivery Terms, the Platform Terms, the Privacy Policy, and all Applicable Laws. Delivery Partner will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Ordering User Data from unauthorized access, use, or disclosure. Delivery Partner will not retain Ordering User Data beyond the shorter of (a) the period necessary to perform the Delivery Services or (b) 30 days after completion of the applicable order, unless a longer period is required by law.

Delivery Partner will promptly, and in any event within 24 hours, notify Sharebite of any actual or suspected unauthorized access to or breach of Ordering User Data and will fully cooperate with Sharebite in investigating, remediating, and responding to such breach. Except for sharing Ordering User Data with Sharebite to perform Delivery Services, Delivery Partner will not sell, rent, release, disclose, or otherwise make available Ordering User Data to any third party.

9. OPERATIONAL STANDARDS

Delivery Partner will:

  1. utilize the Sharebite-designated mobile or web application to receive, manage, and confirm orders, provide status updates, and capture proof of delivery, including photographs or recipient signatures where required;
  2. use insulated bags or other equipment sufficient to preserve food safety and quality;
  3. display Sharebite branding on vehicles or uniforms when requested by Sharebite;
  4. meet or exceed the service-level metrics communicated by Sharebite from time to time, which may include on-time delivery rates, acceptance rates, and customer satisfaction scores; and
  5. permit Sharebite or its designees to audit Delivery Partner's compliance with these standards upon reasonable notice.

10. INSURANCE AND LIABILITY

Delivery Partner will provide Sharebite, upon request, certificates of insurance evidencing the coverages described in the Safety and Compliance Requirements section above, which will be primary and non-contributory with respect to any insurance maintained by Sharebite.

11. ADDITIONAL INDEMNIFICATION

In addition to indemnification obligations under the Platform Terms, Delivery Partner will defend, indemnify, and hold harmless Sharebite and its affiliates, and their respective directors, officers, employees, and agents, from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

  1. Delivery Partner's or Delivery Partner Personnel's performance of Delivery Services;
  2. breach of these Delivery Terms or the Platform Terms; or
  3. the negligence or willful misconduct of Delivery Partner or Delivery Partner Personnel.

Delivery Partner will report any accident or incident resulting in bodily injury, property damage, or alleged food-borne illness to Sharebite within 24 hours.

12. INDEPENDENT CONTRACTOR RELATIONSHIP

Delivery Partner and Delivery Partner Personnel are independent contractors, not employees of Sharebite. Delivery Partner is solely responsible for all employment-related taxes, insurance, and benefits for Delivery Partner Personnel. Nothing in these Delivery Terms creates an employment, agency, partnership, or joint venture relationship.

13. TERMINATION AND SUSPENSION

Sharebite may immediately suspend Delivery Partner's access to the Services or terminate these Delivery Terms for any material breach, including safety violations, data-security incidents, or insurance lapses.

For breaches capable of cure, Sharebite will provide written notice and a 10-day period to cure before termination. Either party may terminate these Delivery Terms for convenience on 30 days' written notice. Upon termination, Delivery Partner will cease performing Delivery Services, return or destroy Sharebite property and confidential information, and comply with the Data Privacy and Security section regarding deletion of Ordering User Data.

The following provisions survive termination: payment obligations, indemnification, limitation of liability, intellectual property, and dispute resolution.

14. MISCELLANEOUS

Delivery Partner may not assign or transfer these Delivery Terms or any rights or obligations hereunder without Sharebite's prior written consent, except in connection with a merger or sale of substantially all assets, provided that the assignee agrees in writing to be bound by these Delivery Terms. Any amendment to these Delivery Terms must be in writing and signed by both parties, except that updates to the Platform Terms will automatically apply to these Delivery Terms.

If any provision of these Delivery Terms is held invalid or unenforceable, the remaining provisions will remain in full force. No waiver will be effective unless in writing.

These Delivery Terms, together with the Platform Terms and any documents incorporated by reference, constitute the entire agreement between the parties regarding delivery services and supersede all prior or contemporaneous agreements or understandings.

15. CONTACT

For questions regarding these Delivery Terms or delivery services, please contact:

- End of Supplemental Terms for Delivery Partners -