MERCHANT AGREEMENT

This Merchant Agreement (this “Agreement”), updated as of January 24, 2023 (the “Effective Date”), is
by and between any active OrderUp Merchant (the “Merchant”) that use technology provided by
OrderUp, and OrderUp Technologies Inc. (“OrderUp”).

WHEREAS, OrderUp develops and makes available certain proprietary technology services that
facilitate, among other things, contact tracing, contactless ordering through digital menus, and payment
for food items (the “Services”);

AND WHEREAS, the Merchant wishes to subscribe for, and OrderUp wishes to provide, the Services in
accordance with this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Merchant and OrderUp (hereinafter, collectively, the “Parties”, or each, individually, a “Party”)
agree as follows:

Article 1 – Services, Fees and Taxes

1.1 OrderUp will provide the Services, and the Merchant will pay the fees (the “Fees”) plus any
applicable taxes as set out in the invoice attached to this Agreement.

Article 2 – Term and Termination

2.1 This Agreement shall commence as of the Effective date and continue indefinitely thereafter,
provided that either party may terminate this Agreement, in whole or in part, at any time without cause,
and without further liability except for required payment for Services rendered and reimbursement for
authorized expenses incurred, prior to the termination date, by providing at least thirty (30) days’ prior
written notice to the other Party.

Article 3 – Additional Terms

3.1 Merchant acknowledges that OrderUp uses a third-party payment processor, Stripe, to process
payments collected through the OrderUp platform. The Merchant further agrees to the payout terms (the
“Payout Terms”) set out in Schedule “A”.

3.2 The Merchant further agrees to the additional terms of use set out in Schedule “B”.

Article 4 – General

4.1 Neither Party may assign any of its rights or obligations hereunder, whether by operation of law
or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld).
Notwithstanding the foregoing, either Party may assign this Agreement in its entirety without consent of
the other Party, to its affiliate, or in connection with a merger, acquisition, corporate reorganization, sale
of all or substantially all of its assets or other change of control.

4.2 This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their
respective successors and assigns.

4.3 This Agreement is governed by and shall be interpreted in accordance with the laws of the
Province of Ontario and the laws of Canada applicable therein.

SCHEDULE A

Payout Terms

The Merchant will set up a Stripe “Connected Account”, which allows the Merchant to receive funds
directly through Stripe. The funds are deposited under the payout schedule below into the bank account of
the Merchant set up through the Connected Account.

OrderUp does not hold payments on behalf of the Merchants and collects its own fees separately from the
Merchant. OrderUp is not liable for any errors or disputes between the Merchant and Stripe. The
Merchant hereby releases OrderUp from any liability arising from the use of Stripe or their payment
processing partners.

Payout Information through Stripe:

• Online Payments: 2.0% Credit Card processing fee (for all cards) + $0.30 transaction fee per payment.
• On-Premise (Card Terminal) Payments: 2.45% Credit Card processing fee (for all cards) + $0.115 transaction fee per payment.
• Interac Payments: $0.15 per transaction

Payout Schedules

• 7-14 days after activating a new account, the first payment will be made available by Stripe and
  deposited directly into the bank account set up by the Merchant.
• Following the initial period, payouts are deposited daily on a 7-day calendar delay.
  • Payout schedules can be viewed & edited in the Merchant’s Stripe Dashboard.
• Stripe now offers accelerated payout speeds for users in Europe & Canada, with funds available
  within 3 business days.
  • After meeting certain criteria as defined by Stripe: “based on risk and history with Stripe,
    users in Europe and Canada will be eligible for this faster payout speed option. Once
    eligible, Stripe will notify you and automatically update your payout speed in 2 weeks.
    You can choose to opt in or opt out of this accelerated payout speed by logging into the
    Dashboard.”

Instant Payouts

• “With Instant Payouts, you can instantly send funds to a supported debit card or bank
  account. You can request Instant Payouts 24/7, including weekends and holidays, and
  funds typically appear in the associated bank account within 30 minutes.”

The Merchant acknowledges and agrees that Stripe may amend its account agreements and other terms
and that any such amendment does not obligate OrderUp to update the Agreement. In the event of any
inconsistencies between these Payout Terms and any terms found in Stripe’s account agreements or other
terms, Stripe’s account agreements and other terms will prevail.

The Merchant represents and warrants that it has read, understood and agreed to these Payout Terms and
all content linked to these Payout Terms, including the terms found at https://stripe.com/docs/payouts.

*Some exceptions to the standard payment rates are subject to any additional schedules or agreements signed by the merchant and OrderUp. All other schedules or agreements entered into by The Merchant and OrderUp will supersede this agreement unless otherwise stated. 

SCHEDULE B

Additional Terms

1. Licence Grant. OrderUp may grant to the Merchant a fully revocable, royalty-free, non-exclusive
license to use its intellectual property to the extent agreed to by the parties, provided that all
intellectual property rights will continue to be owned by OrderUp (unless otherwise agreed to).

2. Availability of Services. OrderUp may change, suspend or discontinue the Services at any time,
including the availability of any feature, by giving the Merchant advanced notice of such change.

3. Access and Use. By accessing and using the Services, any individual user acting on behalf of the
Merchant hereby confirms that such user has all necessary and legal authority to bind the Merchant.
Neither the Merchant, nor any of its representatives, shall not use the Services in violation of
applicable laws or regulations, and shall be fully responsible for its use of the Services, including
compliance with such applicable laws and regulations.

4. Publicity. OrderUp may use the Merchant’s name, trade-marks or logos in any public
announcements, promotional or marketing efforts (including on any website, advertisement or
message), or otherwise disclose its relationship with the Merchant without the Merchant’s prior
written consent.

5. Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED ABOVE, THE SERVICES
ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY
KIND, AND ORDERUP (AND ITS AFFILIATES AND THEIR AND OUR OFFICERS,
DIRECTORS, AGENTS, EMPLOYEES AND ASSOCIATES) (collectively, the “OrderUp
Parties”) HEREBY DISCLAIM (AND THE MERCHANT HEREBY WAIVES) ALL
REPRESENTATIONS, WARRANTIES OR CONDITIONS OF TITLE, NON-
INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY
AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ALL OTHER
WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY. IN
JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, ORDERUP’S IMPLIED WARRANTIES WILL BE EXCLUDED TO THE
GREATEST EXTENT PERMITTED BY LAW AND ORDERUP WILL ADHERE SOLELY TO
THE MINIMUM AMOUNT OF IMPLIED WARRANTIES NECESSARY TO COMPLY WITH
APPLICABLE LAW.

6. Release and Indemnification. The Merchant agrees to indemnify, save, and hold the OrderUp
Parties harmless from any claims, losses, damages, liabilities, including reasonable legal fees and
expenses, arising out of the Merchant’s use or misuse of the Services or violation of these Additional
Terms.

7. Limitation of Liability. ORDERUP WILL NOT BE LIABLE FOR ANY (I) INDIRECT,
CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, PUNITIVE DAMAGES OR
ANY SIMILAR DAMAGES, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR WHETHER SUCH DAMAGES
ARE REASONABLY FORESEEABLE. IN ALL CASES, ORDERUP AND ITS AFFILIATES’
AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT OF FEES PAID HEREUNDER.