Pilot Program Terms

Last Updated: March 21, 2022

Welcome to SideChef! We are excited and grateful to have you joining our community! This is an agreement between us that covers your submission of content such as recipes, cookbooks, meal plans and blog entries to our platform so that we can publish it for our Users to use and enjoy. This agreement also covers your activation of SideChef’s shoppable buttons, links, and other tools within your websites, blogs, social media platforms or other content platforms (“Content Partner Platforms”) that allow users to shop for groceries directly from your recipes and allow you to track conversion metrics through your affiliate dashboard (the “SideChef Grocery Shopping Technology”). Please read these terms carefully as they are legally binding.

1. Agreement Acceptance

You accept this Affiliate Program agreement (“APA”) by checking the acceptance box indicating your agreement to this APA where you are given the option to do so. If you do not accept the terms of this APA, please do not submit any User Content to us for publication or use any of SideChef Grocery Shopping Technology on your Content Partner Platforms. By accepting the APA, you also accept our standard Terms of Service as posted on our website. This agreement will start on the date when you accept this (the “Effective Date.”)

2. Eligibility. By accepting this APA, you confirm that you are at least 18 years old (or the age of majority where you reside, whichever is older) and that you are able to form a legally binding contract. If you are accepting this APA on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that company or legal entity by the terms of this APA.

3. Requirements for Your User Content. Through our platform you will be able to submit content such as recipes, images, blog posts, videos, audio clips and other types of materials for publication through our platform. For simplicity, we will refer to all these different types of content, your “User Content.” By submitting your User Content, you agree and confirm that:

a. You retain ownership to your User Content. You will not lose ownership to your User Content by submitting it to us for publication. As a result, it will be your responsibility, to protect and enforce your rights to your User Content in event your User Content is infringed by third parties.

b. You own all the rights, or have obtained all the necessary licenses, for SideChef to use the User Content in the manner as described in Section 4—License Grant below. For example, the User Content:

● Is created by you (e.g., you wrote the recipe, you took the picture);

● Is created by someone else, who has assigned all the rights to the User Content to you in writing as a work made-for-hire (for example, hiring a videographer to shoot video for you); or

● Contains material owned by a third party (for example, stock photos, musical soundtracks, stock video clips), but you obtained a worldwide license from the 3rd party to include the material into your User Content to be published by SideChef through websites and applications for general consumption.

c. You have obtained the written consent, release and/or permission of each person who is identifiable in each of your User Content to use such person’s name and likeness as depicted in your User Content, so that SideChef can use the User Content in the manner as described in Section 4—License Grant below.

d. Your User Content does not infringe any intellectual property rights, third party rights or violate laws. Specifically, your User Content, and SideChef’s use of your User Content in the manner described in Section 4-License Grant below, will not:

1. infringe on any copyright, trademark, trade secret or other intellectual property right of others;

2. violate a person’s right of privacy, right of publicity or other property right of others;

3. slander, libel or defame other people;

4. promote sexually explicit material;

5. promote violence or hate toward any persons or groups;

6. promote illegal activities;

7. promote tobacco or gambling/lottery in any way;

8. promote the use of pyramid, "ponzi", or similar investment schemes;

9. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

10. contain, in our sole judgment, material that is fraudulent, or harassing to us or any third party;

11. are known as "blogging sites", defined for purposes of this APA as sites that contain only blogging and no other form of informational content;

12. include names of our e-commerce retail partners or variations or misspellings thereof in their domain names;

13. otherwise violate intellectual property rights of our e-commerce retail partners or its suppliers;

14. disparage our e-commerce retail partners, affiliates, or their suppliers;

15. are under construction or not live at the time of activation;

16. are non-US based or are websites that primarily serve a non-US based audience;

17. do not clearly state an online privacy policy to its visitors; or

18. violate any applicable laws or regulations;

e. SideChef will not have to pay any person or entity to use your User Content. For example, if you embed music into your video and you downloaded the music from a stock music library, it will be your responsibility to pay for the music licensing fees during the period when your video is posted on SideChef’s platform.

4. Requirements for Content on your Content Partner Platform. By activating SideChef’s Grocery Shopping Technology on your Content Partner Platform, you confirm that the content on your Content Partner Platform will not contain any of the items listed in Section 3(d) above as applied to User Content.

5. License Grant.

a. User Content License. You grant to SideChef a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use your User Content (including to reproduce, distribute, modify, display and perform it), for the purpose of operating, promoting, and improving our Services. Our Services include our platform and the products, services and features we make available to you as part of the platform.

b. License to Other Users. You also grant each other user of the Services a worldwide, non-exclusive, royalty-free license to access your User Content through the Services, and to use that User Content (including to reproduce, distribute, modify, display, and perform it) only as enabled by a feature of the Services.

c. Name and Likeness. You grant to SideChef a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use your name, display name, image, likeness, voice, performance and /or other personal identification as incorporated into your User Content or as provided by you to SideChef for the purpose of operating, promoting, and improving our Services. You hereby unconditionally and forever release, indemnify, and hold harmless SideChef from any and all liability, claims, or actions that arise from the use of your name and likeness, or that you or your heirs, executors, administrators, or assigns may have or claim to have in connection with the use of your name and likeness as described herein.

d. License to Content When Activating the SideChef Grocery Shopping Technology. By activating SideChef’s Grocery Shopping Technology on your Content Partner Platform, you authorize us to use, scrape, reproduce, distribute, publicly display and publicly perform the content on your Content Platform, including but not limited to recipe name, serving size, ingredient measurements, ingredient names, recipe photos, to the extent necessary or desired for us to provide our grocery shopping technology services.

6. Use of SideChef Grocery Shopping Technology.

Subject to your complete and ongoing compliance with this APA, SideChef hereby grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right and license to access and use the SideChef Grocery Shopping Technology solely during the term of this APA and solely in strict compliance with the provisions of this APA. You will not remove any proprietary notice language corresponding to the SideChef Grocery Shopping Technology.

7. Payment. By accepting this APA, you become eligible to participate in SideChef’s commission program described in Annex A below.

8. Indemnification. You agree to indemnify and hold harmless SideChef and its officers, directors, employees, contractors, agents, licensees, sponsors, advertisers, retailers and representatives of any of them from (individually or collectively, the “SideChef Indemnified Party”) any and all claims, losses, obligations, damages, liabilities, costs, debt, and expenses (including reasonable attorneys’ fees) arising out of (i) your use or access to the Services; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your User Content and/or your Content Partner Platforms can cause damage to a third party. This defense and indemnification obligation will survive this Agreement and your use of the Services.

9. Disclaimer

THE SERVICES ARE MADE AVAILABLE ON AN AS IS BASIS AND SIDECHEF MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING WITHOUT LIMITATION AS TO THE VOLUME OF SALES OR CONTENT PARTNER COMMISSIONS THAT WILL BE GENERATED BY CONTENT PARTNER’S USER CONTENT AND/OR CONTENT PARTNER PLATFORMS.

SIDECHEF IS NOT RESPONSIBLE FOR THE SELECTION OF OR DISTRIBUTION OF ANY ITEMS ORDERED BY A USER FROM AN E-COMMERCE RETAILER (KNOWN AS “E-COMMERCE RETAILER ACTIVITIES”). ALL E-COMMERCE RETAILER ACTIVITIES ARE HANDLED BY E-COMMERCE RETAILERS. SIDECHEF DOES NOT NECESSARILY HAVE WORKING PARTNERSHIPS WITH E-COMMERCE RETAILERS EVEN IF THE WEBSITE AND/OR SIDECHEF GROCERY SHOPPING TECHNOLOGY IS LINKED, IN ANY WAY, TO AN E-COMMERCE RETAIL PLATFORM.

10. Limitation of Liability.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS, SIDECHEF SHALL NOT BE LIABLE (I) FOR UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSION, USER CONTENT OR CONTENT PARTNER PLATFORM; (II) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, GOODWILL, DATA LOSS, BUSINESS INTERRUPTION, OR DAMAGES RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SIDECHEF’S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATING TO THE SERVICES IS LIMITED TO THE GREATER OF: (A) THE AMOUNT OF COMMISSIONS THAT SIDECHEF HAS PAID OR IS PAYABLE TO YOU FROM YOUR USE OF THE SERVICES IN THE 12 MONTHS BEFORE THE DATE OF YOUR NOTICE, IN WRITING TO SIDECHEF, OF THE CLAIM (IF ANY); AND (B) USD $100.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASING PARTY.

11. Content Partner Privacy and Other Policies

Wherever the Content Partner Platform allows such features, you should post a privacy policy that describes how your Content Partner Platform collects, uses, stores and discloses end user data. The privacy policy shall disclose that you work with a third party for the provision of shopping list and ingredient ordering services. In addition, you may be required by us to adhere to additional set of terms and conditions, or the posting of specific copies as required under law from time to time.

12. Term and Termination.

a. This Agreement shall come into force and effect on the Effective Date, unless earlier terminated in accordance with the provisions hereof, shall continue in force and effect for one (1) year, and will automatically renew each consecutive year on a year-to-year basis unless either SideChef or Content Partner gives to the other party written notice of termination of this Agreement at least ninety (90) days before the expiration of the then existing term.

b. SideChef may suspend or terminate your access to all or parts of the Services if (a) you materially or repeatedly breach this Agreement; (b) we are required to do so to comply with a legal requirement or a court order; or (c) we believe there has been conduct that creates (or could create) liability or harm to any user, other third party or SideChef.

c. SideChef may terminate your access to all or part of the Service if SideChef believes, in its sole discretion, that provision of the Service to you is no longer commercially viable.

d. We will notify you by email or at the next time you attempt to access your account. You may terminate this Agreement by providing notice of termination to us at support@sidechef.com. Upon termination, SideChef may retain a copy of your User Content for backup, archival, or audit purposes and may continue to use, store, display, reproduce, modify, perform and distribute any of your User Content that other users or business partners have stored or shared through the Services prior to termination. Upon termination, you will remove all SideChef Grocery Shopping Technology tools (which includes shoppable buttons and links) from your Content Partner Platforms within 72 hours unless otherwise agreed to in writing by SideChef.

e. If this Agreement is terminated without fault of Content Partner, SideChef agrees to pay Content Partner for any outstanding payments earned up to the date of termination.

f. Following any termination of this APA, any provision which, by its nature or express terms should survive will survive such termination or expiration.

13. Amendment: Notice of Changes. The program may change over time. Subject to the provisions herein, we reserve the right to change the terms and conditions in this APA from time to time. Any changes to the APA, will be effective upon the “Last Updated” date as indicated at the top of this APA, a copy of which can be found on the webpage for the APA at www.sidechef.com (including any successor or replacement website, the "SideChef Site") or such other links as provided by SideChef to you, and without prior notice to you. We may email you notifying you of the changes but are not obligated to do so.

Your continued participation in the APA following any changes to the terms of this APA will constitute your acceptance of such changes. If you do not agree to changes to this APA, you should terminate your participation in accordance to our termination provisions above. You are responsible for regularly reviewing the SideChef website at https://www.sidechef.com/ for changes and notice of any changes. Except as otherwise provided herein, changes to referenced policies and guidelines or any other information including, without limitation in the SideChef Terms of Service and SideChef Privacy Policy may be posted without any other notice to you.

14. Electronic Communications. When you use our Services, or send e-mails to us, you are communicating with us electronically. You agree to receive communications from us electronically. We will communicate with you by e-mail. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/permitted under this APA, SideChef’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may provide SideChef with notices only by mail to the address indicated below: SideChef Inc. 3414 Mira Vista Circle, San Jose, CA 95132 or email us at:support@sidechef.com.

15. Governing Law. All claims arising out of or relating to this Agreement will be governed by California law, except California’s conflict of laws rules, and will be litigated exclusively in the federal or state courts of Santa Clara or Los Angeles County, California, USA. You and SideChef consent to personal jurisdiction in those courts.

16. Arbitration. If you have a concern, please reach out to us at support@sidechef.com and we will try our best to resolve the issue. If unfortunately, we can not resolve the issue within sixty (60) days, you and SideChef agree that the dispute will be resolved through the arbitration clause in our Terms of Service instead of going to court. Please read our Terms of Service for more information regarding the arbitration clause and how to to opt-out.

17. Order of Precedence. To the extent the Terms of Service conflict with this APA, this APA will govern with respect to your submission of the type of User Content covered under this APA.

SideChef®

Affiliate Program

Pilot Program Terms

Last Updated: March 1, 2022

1. Guidelines:

Each Content Partner will receive a commission from the grocery purchases made through their recipes featured in the Affiliate Program, in relation to how many times their recipes were shopped in a given calendar month and whether the purchases were made by a user that is a new or existing customer to our online retailer, whether they came from the Content Partner platforms or from the SideChef Platform, and whether the last referrer was an external source or SideChef (called the “Last Click”). The online retailer currently included in the Program is Walmart.

Retail partners and respective commissions*

Walmart Item Condition Commission

1 Customer Status is new $10.00 per order

With order above $35

2 Customer Status is existing $8.00 per order

With order above $35

* In the event there are promotions, the commission terms as stated in those promotions shall apply and supersede the terms above during the promotional period.

Commission for purchases made inside Content Partner Platforms

Shopped inside Content Partner

Platforms Referral mechanism and scenario Last Click Condition Final Payout

Shoppable Link Shoppable Link on Content Partner Platform Content Partner Platform Check out on Walmart;

Customer Status is new $10.00 per order

Shoppable Link Shoppable Link on Content Partner Platform Content Partner Platform Check out on Walmart;

Customer Status is existing $8.00 per order

Shoppable Button Shoppable Button on Content Partner Platform Content Partner Platform Check out on Walmart;

Customer Status is new $10.00 per order

Shoppable Button Shoppable Button on Content Partner Platform Content Partner Platform Check out on Walmart;

Customer Status is existing $8.00 per order

Bonus Commission available for purchases made through Content Partner’s content on SideChef Platform

Shopped inside SideChef properties

Referral mechanism and scenario Last Click Example commission: New Customer purchase on Walmart

Condition Final Payout

SideChef.com & SideChef app Customer browses SideChef and purchases recipe SideChef Check out on Walmart;

Customer Status is new $5.00 per order

SideChef.com & SideChef app Customer browses SideChef and purchases recipe SideChef Check out on Walmart;

Customer Status is existing $4.00 per order

SideChef.com Web link on Content Partner Platform brings Customer to SideChef.com Content Partner Platform Check out on Walmart;

Customer Status is new $10.00 per order

SideChef.com Web link on Content Partner Platform brings Customer to SideChef.com Content Partner Platform Check out on Walmart;

Customer Status is existing $8.00 per order

Supported channels

The SideChef Affiliate Program supports a number of mechanisms and channels for Partners to monetize their recipes with:

● YouTube and other platforms supporting Shoppable Links (URL links)

● Blogs and websites via Shoppable Buttons and Shoppable Links

● SideChef.com

● SideChef app

● Web links to SideChef

Recipes “Shopped inside Content Partner Platforms” and “Shopped inside SideChef”

The final payout will be determined based on the channel the purchase came from. Referral purchases are categorized as “shopped inside Content Partner Platforms” or “shopped inside SideChef properties”

For recipes “shopped inside Content Partner Platforms”

A recipe is defined as “shopped inside Content Partner Platforms” when:

● The user clicks a Shoppable link or Shoppable button

● The recipe is in a user’s grocery cart when they continue to checkout via one of the online retailers

● The user successfully completes their purchase on Walmart.

For example, in the month of May:

● The Content Partner’s recipe link on YouTube generates 50 purchases on Walmart from new customers and 50 purchases from existing customers

■ The partner will receive 50 * $10, or $500 from new Walmart customers

■ The partner will receive 50 * $8, or $400 from existing Walmart customers

• The total revenue from this recipe, for Walmart, for the month of May is $900

For recipes “shopped inside Sidechef properties”

A recipe is defined as “shopped inside SideChef properties” when:

● The user views the recipe on SideChef.com or within the SideChef app

● The recipe is added to a SideChef grocery cart

● The recipe is in a user’s SideChef grocery cart when a they continue to checkout on Walmart via SideChef

● The user successfully completes their purchase on Walmart.

Last Click

Last referrer for purchases made on SideChef refers to the site or source that the user who shopped a recipe came from before making their purchase.

Example 1: Content Partner as Last Click

● A user finds a Content Partner’s recipe link in the description of a YouTube video. They click the link to view the recipe on SideChef, add the recipe to cart and check out via our online retailer.

Example 2: SideChef as Last Click

○ A user visits SideChef.com or opens the SideChef app to browse recipe. They find a recipe from our Content Partner that they think looks tasty, and add to cart and checkout via our online retailer.

New and existing customers

Whether a recipe is shopped by a new or existing customer is determined by our online retailer automatically, based on the account or credentials used during checkout. The commission will be paid out to SideChef then remit to you according to the retailer’s definition of new or existing customer. Online retailers will not be able to track customers that are referred to online retailers with browsers that do not have their cookies setting enabled.

When a user purchases recipes from more than one Content Partner in the same transaction

In some cases, a user will continue browsing SideChef for more exciting recipes after adding a Content Partner’s recipe to cart and add recipes from other Content Partners before purchasing them together.

In this case, we will credit each Content Partner equally when calculating revenue share.

Example: A new user visits SideChef.com directly and shops recipes from three Content Partners on Walmart via SideChef.com

● The commission will be $5 for each purchase from a new customer checking out via Walmart

● We will calculate the commission by dividing by the number of Content Partners.

● In this case, each Content Partner will receive $5 divided by 3, or $1.66.

2. Payment

Provided that Content Partner is not in breach of the Affiliate Program agreement and other agreements with SideChef, SideChef will pay Content Partner based on the on the following order and terms:

1. You will be able to track click-through rates and commission earned through the affiliate dashboard. Online retailers will confirm the approved purchases, which SideChef will then reflect such approved purchases on your affiliate dashboard as commissions. SideChef will issue payment to you within ninety (90) days after the end of the month in which the commissions are received by SideChef from the online retailers.

2. You will receive payment from SideChef by wire transfer. If you receive payment via wire transfer, SideChef may withhold payment until you have reached a minimum threshold in accrued commissions of US$100.00. You will be responsible for any fees imposed by your bank or any intermediary bank.

3. If your commissions falls below the threshold for wire payments, we will keep a running total and issue payment after the amount exceeds the minimum threshold. Your payment occurs within ninety (90) days after the end of the month in which your commissions meet the threshold. When converting USD to a different currency, the amount to be paid after conversion must meet the minimum amount banks will allow us to send.

4. In the event a online retailer offsets the amount of commissions paid to SideChef for the purchases against future SideChef commissions, or requires SideChef to remit that amount to the online retailer due to certain circumstances, for example, issuing to the customers a refund, return or credit for that purchase, we are entitled to offset the amount of commissions we paid to you for the purchases against your future Content Partner commission or request a remittance of that amount from you.

5. When the APA terminates, SideChef may withhold all Content Partner commission due for a period of ninety (90) days from the date they would otherwise by payable, in order to ensure SideChef’s ability to offset any online retailer’s requests to offset or remit or other offsets which we are entitled. If we terminate your account because of your breach of your agreements with SideChef, you will forfeit any Content Partner commissions not paid from the date of notice of termination.

6. In the event that Content Partner’ share of the commissions is subject to any sales, use, goods and services, value added, or other similar tax or levy, under applicable law, the duty for the collection and remittance of that tax for the Content Partner commissions is the responsibility of Content Partner. For the sake of clarity, SideChef shall not be responsible for the collection and remittance of any tax or levy for Content Partner. The parties shall indemnify and hold each other harmless against any and all claims by any tax authority related to the other party’s Income for any underpayment of any sales, use, goods and services, value added or other tax or levy, and any penalties and/or interest thereon. You will provide SideChef with any forms, documents or other certifications as may be required by SideChef to satisfy any information reporting or withholding tax obligations with respect to any payments under this agreement.