i. The service provided by Pepsa is limited to referring customers to the vendor and accepting orders, payments on their behalf, and networking delivery agents.

ii. In addition, it is Pepsa's discretion to provide the vendor with analytics about the performance of its business or products and additional marketing support. This support may be reflective of the agreed level of commission.

iii. Vendor and Pepsa agree they are independent businesses whose relationship is governed by these Terms, and any applicable terms between the Parties. Nothing in the Parties' agreements, relationship, or transactions shall create or be construed as creating any agency, partnership, fiduciary or joint venture relationship between Pepsa and Vendor (or Vendor's employees, representatives, or locations), Pepsa and Dispatcher, or Pepsa and Customers. Except as expressly set in these Terms, and any applicable terms between the Parties, each Party shall be responsible for its expenses, tax, profits, and losses.

iv. Pepsa may carry out changes to the website, application, or service, or suspend the service, without notice. Pepsa shall hold the right to review commission, charges or monetize any part of the Plug platfrom or another solution provide at any time and interval with or without notice.

v. To maintain its reputation for quality and high standard of service, Pepsa reserves the right to terminate the relationship with the Vendor if the Vendor repeatedly receives bad reviews or complaints, or fails to comply with our recommendations.

vi. The Vendor authorizes Pepsa to accept orders, payment and track customers engagement with Vendor’s offerings.

a. Pepsa’s Responsibilities and Rights: Pepsa will promptly:

• i. Provide the Technology solutions and tools (such as business management platfrom “Plug”, payment API, Delivery API, communication tool) and other web-based technology that connects Customers, Vendors, and Dispatchers.
• ii. May from time to time enlist Vendor on our various platfrom, grant Vendor the opportunity to display and sell the Pepsa Marketplace platform.
• iii. We may display Vendor’s logo, address, and business offering (services and products) on all or some of our platforms.
• iv. Accept Marketplace Orders from Customers and forward the order to the Vendor.
• v. Forward each dispatch request from vendor to Dispatcher, so that Dispatcher can pick up the applicable Vendor Product(s) for delivery to Customer.
• vi. Remit payment to Vendor in accord with the Parties' agreements, deduct the applicable Commission Rate, marketing fees (for identifiable orders), subscription fees, Activation Fees, and any other fees (in each case, as may be adjusted by Pepsa as required by any applicable statute, regulation, executive order, or another legal requirement that is either temporary or permanent).

b. Vendor’s Responsibilities and Rights: Vendor will promptly:

• i. Provide Pepsa with all necessary information to enlist and promote Vendor’s business offerings. This may include but is not limited to, Vendor business name, address, time-of-opening, Vendor’s delivery price, a detailed title and description of the product(s), bar/reference code, products price, quantity-in-stock, product brand, picture, and other relevant details;
• ii. Monitor it offering(s) and business information on the Pepsa Platform (Plug), promptly make updates via Plug (Website or App) to reflect the most up-to-date service/products, pricing, and other information, or immediately edit or notify Pepsa of any changes or errors in writing;
• iii. Guarantees that the information provided by him does not violate any third party's copyright;
• iv. Never knowingly deceive a potential customers or business by misrepresenting Vendor’s offerings.
• v. Prepare the Vendor Service/Products for each order pickup by the Customer or Dispatcher at the designated time;
• vi. Timely update of any changes to the pricing, availability, description, or other characteristics of the Vendor Products;
• vii. Update its days and hours of operation, and remain open for business on Plug the same days and hours of operation;
• viii. Notify all Vendor business stakeholder of the relationship with Pepsa immediately upon execution of this Agreement;
• ix. On an ongoing basis, review and confirm the transactions, fees on orders via the Plug platforms, and promptly communicate with Pepsa of any inaccuracies;
• x. Vendor will not advertise any of Pepsa's competitors to customers either by email, call, messages, or other commercial advertisements
• xi. Guarantees that there are no ongoing criminal, bankruptcy or tax proceedings, or other penalties outstanding about the products/services it offering through the Plug platform.
• xii. Vendor grant Pepsa the right to store, manage and use it imported customer detail to facilitate operation and deliver services on the Pepsa Platforms
• xiii. Mediation between Vendor and Customer will be from time to time the sole right and responsibility of Pepsa. Vendor shall be binding by the reasonable discretion of Pepsa in matters relating but not limited to customer services, sales, delivery, quality of product(S) display or sold, cost of products or services, payment, return and refund.

• i. The Vendor agrees to pay Pepsa a fixed percentage commission on the gross revenue from their sales and delivery made through the Pepsa platform. Depending on the sub-category it may be appropriate to agree on different commission percentages for certain items or product sub-categories.
• ii. Pepsa may charge additional fees for business or product/service listing, business-type, and the sales through the Plug (and other Pepsa) platforms at any point. In the event of the introduction of further fees, the Vendor will be notified before their commencement in writing and they will have the option to opt-out.
• iii. Pepsa reserves the right to adjust the percentage commission, providing suitable notice is served in advance to the Vendor. Pepsa will give the Vendor adequate notice of any commission changes, in writing. This does not cover adjustments that constitute a material change of the contract terms, which may require an additional agreement on the change.

Concerning the Plug Platform, Vendor will acquire and install any equipment reasonably required by Pepsa for Vendor to receive and process sale or payment orders. If any device or equipment is provided by Pepsa, Vendor will pay Pepsa for such in exchange for the right to use to access Pepsa solution. Any device provided by Pepsa may remain Pepsa’s sole property and may be used solely for purposes related to fulfilling Vendor’s responsibilities under this Agreement. Vendor will inspect all hardware and shall notify Pepsa in writing if any Order Equipment is missing or was damaged as soon as practicable after discovering such damage. Pepsa may restrict or rescind Vendor’s right to use the Pepsa Platform at any time by giving notice. Vendor will be responsible for any damage to or loss of any device provided by Pepsa (including ordinary wear and tear).

Vendor grant Pepsa the right to collect payment for relevant order and transaction fees in Pepsa's name on behalf of the Vendor, and pays it out to the Vendor according to the invoicing agreement. The Vendor will keep receipts of Vendor Delivery to customers for at least 15 months and make those available on request. In case of problems that may cause the order to be withdrawn, or in case of a delivery failure, the Vendor must immediately notify Pepsa by email and/or phone so that the payment may be canceled

• i. Pepsa will deposit into Vendor wallet payment for Vendor’s order within 48 hours after fulfillment of transaction agreement is made (except stated otherwise), subject to change with no less than 10 days’ notice to Vendors by email or service notification. Pepsa shall be entitled to deduct from such payments Pepsa’s Commission Rate, marketing fees (for identifiable orders), and any other fees which Pepsa may notify you regarding with at least 7 days advance written notice. If Vendor has opted for Pepsa to provide Equipment, Pepsa will also deducted
• ii. Payment processing services for Vendors on the Pepsa Platform are provided through the Pepsa-Wallet and/or by a third-party payment processor and are subject to related agreements. By agreeing to these Terms, Vendor agrees to be bound by the Pepsa-Wallet and Third-party service Agreement, as the same may be modified by parties from time to time. As a condition of Pepsa enabling payment processing services through a third-party payment processor, Vendor agrees to provide Pepsa accurate and complete information about Vendor’s representative and its business, and Vendor authorizes Pepsa to share it and transaction information related to Vendor’s use of the payment processing services provided with the third-party payment processor. Upon account creation, Vendor shall be solely responsible for the accuracy and integrity of the information associated with their account(s). Pepsa will not be responsible for making additional payments to Vendors due to missing or inaccurate information.

Refunds and re-orders will be addressed as follows:

a. Marketplace Order Refunds If Pepsa, in its sole reasonable discretion, has to issue a refund, credit, or re-order on a Customer’s Order, Vendor will prepare the products to the same specifications as the original Order (in the case of a re-order) and bear the full cost of that refund, credit or re-order, as applicable, unless the refund, credit or re-order is due to the fault of the Pepsa or Dispatcher.

b. Dispatch Order Refunds Vendor acknowledges and agrees that Pepsa shall be responsible only for facilitating the delivery of Vendor Product(s) to Customers. Vendor shall be solely responsible for any customer complaints regarding Vendor Product(s), including without limitation, complaints regarding the nature, quality, content, number, or packaging of Vendor Product(s). Vendor agrees not to refer any Customer complaints directly to Pepsa. Any complaints regarding the timeliness or quality of a Dispatcher’s delivery service shall be reported by the Vendor to Pepsa. If the completion of a Dispatch Order is more than 2 hours late and due to the fault of Pepsa, Pepsa will reimburse Vendor for all or a portion of the delivery cost of the applicable Dispatch Order. If Vendor elects to refund a Customer for any reason, such an election shall not obligate Pepsa to provide a corresponding reimbursement to Vendor. If a Vendor Product has been visibly damaged with proof from Customer, Logistic vendor may reimburse Vendor for all or a portion of the order subtotal. For this agreement, in no event shall Pepsa be obligated to issue any refunds directly to Customers.

i. Vendor grants Pepsa a royalty-free, non-exclusive, limited, revocable, and non-transferable right and license to use and display the Vendor Content in the provision of services to Vendor, including, where applicable, listing Vendor as a Vendor on the Pepsa Platform(s), referencing Vendor as a Pepsa partner, promoting Pepsa’s products and services, and sharing Vendor Content with third parties, including third-party services which enable Pepsa Customers to access the Pepsa Platform (including its web pages) for Orders. As used herein, “Vendor Content” includes, without limitation, Product, photographs (either provided by Vendor or adopted data), business information and Vendor Service/Product descriptions (either provided by Vendor or adopted data), trademarks, logos, Vendor name, location, URL, phone number, and other materials provided by Vendor to Pepsa.

ii. If photographs of Vendor’s Product items are not available or if they do not meet Pepsa’s requirements, as reasonably determined by Pepsa, then Vendor consents to Pepsa (i) engaging a professional photographer to take photographs of Vendor’s products items or other products, (ii) enhancing the quality of Vendor’s existing photographs, (iii) using stock photographs of the menu item or other products, or (iv) using photographs from Vendor’s website or social media channels, and displaying such photographs on the Pepsa Platform as representations of Vendor’s Product items; provided that Vendor may contact Pepsa support to have such photographs removed from the Vendor’s store listing and, in such event, Pepsa will comply promptly.

i. The Vendor indemnifies Pepsa from all claims arising about matters outside Pepsa's control, including but not limited to the quality of goods and services provided by the Vendor. The Vendor further indemnifies Pepsa from third parties' claims resulting from any violation of laws and regulations by the seller.

ii. Pepsa cannot guarantee that its service will be free from all malfunctions, but will exercise all reasonable care and skill to resolve any such case.

iii. VAT liability rests with the Vendor and Pepsa will not be responsible for any VAT issues.

• i. Both parties are obliged to treat confidentially the content of this agreement, as well as all other information and data they acquire in connection with the partnership, and not use it for purposes outside the scope of this contract or pass it on to third parties. This obligation is in force for 1 year after the termination of the contract. Both parties are obliged to follow privacy laws and handle accordingly all data related to customers, suppliers, and business partners.
• ii. Vendor agrees not to access, collect, store, retain, transfer, use, disclose, or otherwise process in any manner Pepsa Data, including without limitation Personal Information, except as required to perform under this Agreement. Vendor shall keep Pepsa Data secure from unauthorized access and maintain the accuracy and integrity of Pepsa Data in Vendor’s custody or control by using appropriate organizational, physical, and technical safeguards. If Vendor becomes aware of any unauthorized access to Pepsa Data, Vendor will immediately notify Pepsa, consult and cooperate with investigations and potentially required notices, and provide any information reasonably requested by Pepsa.
• iii. Vendor agrees to implement and use security procedures, protocol, or access credentials as reasonably requested by Pepsa and will be responsible for damages resulting from Vendor’s failure to comply. Vendor will not allow any third party to use the Pepsa Platform and will be responsible for damages resulting from sharing Vendor’s login credentials with unauthorized third parties or otherwise permitting unauthorized access to Vendor’s account. Vendors may not allow any third party to copy, modify, rent, lease, sell, distribute, reverse engineer, or otherwise attempt to gain access to the source code of the Pepsa Platform; damage, destroy or impede the services provided through the Pepsa Platform; transmit injurious code; or bypass or breach any security protection on the Pepsa Platform.

i. Pepsa has the right to freely maintain the Vendor's bank account, listing and its ranking on its various Platforms. Pepsa offers customers the opportunity to give ratings and reviews of the Vendor's goods and services on the website, and has the right but not the obligation to publish these online and make them visible to all customers.

ii. Pepsa reserves the right to delete, rate and reviews your account, products and activities. Pepsa may scan, transcribe, and publish online the Vendor's listings, logos, products, images and other materials required. The Vendor grants Pepsa a royalty-free, perpetual, unrestricted license to use and distribute any materials provided by him, for advertising Pepsa's service. In particular, this includes use in Google AdWords campaigns, domain name registrations, and other online marketing and search engine optimization measures

i. This agreement is valid as soon as the Vendor signs up, sign contract, or fulfills the form provided by Pepsa, and remains valid indefinitely, until termination by either party. Termination may occur at any time, with a period of notice of one month, in writing, by email, post, or fax. The revenues generated during this notice period are still subject to the partnership agreement. The right to immediate termination by either party for an important cause remains unaffected.

ii. The right to immediate termination, in particular, covers the case where the Vendor repeatedly receives negative ratings and reviews on the website, and when these are not unjustified. Repeatedly providing misleading information or withholding information required to present the Vendor's items is also grounds for immediate termination. Typos, mistakes, and transmission errors are excluded from this, as long as they are not caused with intent or by gross negligence.

i. If a single clause in this agreement is invalid, both parties will endeavor to replace the invalid clause with a valid one that reproduces as closely as possible the intended economic meaning of the invalid clause. The validity of the rest of the agreement remains unaffected. This applies in particular if the agreement is found to be incomplete.

ii. Pepsa reserves the right, at its sole discretion, to change, suspend, or discontinue the Platform (including without limitation, the availability of any feature or content) at any time. Pepsa may, at its sole discretion, remove Vendor Service/Products from the Pepsa Platforms. If Pepsa determines that such Vendor Product, business or organisation could subject Pepsa to undue regulatory risk, health, and safety risk, or other liability. Pepsa may, at its sole discretion, remove any Vendor virtual brand concept from the Pepsa Platform if Pepsa determines that such virtual brand concept does not meet and maintain certain eligibility requirements as communicated by Pepsa. Pepsa also may revise these Terms from time to time. We will notify Vendors of material revisions via a service notification or an email to the email address associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.

iii. Any terms and conditions of the Vendor are not part of this agreement unless Pepsa expressly agrees to adhere to them in writing.

a. Scope of Arbitration Agreement

i. Any dispute, controversy, or claim arising out relating to or in connection with this contract, including the breach, termination, or validity thereof, or the relationship between the parties and their personnel (collectively “Disputes”) shall be finally resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advance only on an individual (non-class, non-representative) basis; and

ii. You or Pepsa may seek injunctive relief in court for infringement or another misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). Pepsa and Vendor agree that, because both are business entities that mutually benefit from streamlined and confidential resolution, this Arbitration Agreement shall apply to all Disputes and shall be binding upon and enforceable by not only the parties, but also their affiliates, subsidiaries, and their respective owners, officers, directors, managers, and employees. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement. If you agree to arbitration with Pepsa, you are agreeing in advance that you will not participate in or seek to recover monetary or other relief in any such class, collective, and/or representative lawsuit. Instead, by agreeing to arbitration, you may bring your claims against Pepsa in an individual arbitration proceeding. If successful on such claims, you could be awarded money or other relief by an arbitrator.

b. Informal Resolution

You and Pepsa agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. You and Pepsa, therefore, agree that, before either, you or Pepsa demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this Mutual Arbitration Agreement. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of its, his, or her intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice unless an extension is mutually agreed upon by the parties. To notify Pepsa that you intend to initiate an informal dispute resolution conference, email Dispute@pepsa.co, providing your name, the telephone number associated with your Pepsa account (if any), and the email address associated with your Pepsa account, and a description of your claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

c. Arbitration Rules and Forum

This Arbitration Agreement is governed by the Federal Arbitration Act in all respects. If for whatever reason the rules and procedures of the Federal Arbitration Act cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply. Before a party may begin an arbitration proceeding, that party must send notice of an intent to initiate arbitration and certify completion of the informal dispute resolution conference under paragraph 15(b). If this notice is being sent to Pepsa, it must be sent by email to the counsel who represented Pepsa in the informal dispute resolution process, or if there was no such counsel then by mail to General Counsel, at the address provides on this agreement page. The parties agree that all of the arbitration proceedings, including any discovery, hearings, and rulings, shall be confidential to the fullest extent permitted by law. If at any time the arbitrator or arbitration administrator fails to enforce the terms of this Arbitration Agreement, either party may seek to enjoin the arbitration proceeding in court, and the arbitration shall automatically stay pending the outcome of that proceeding.

d. Arbitration Appeal

If the arbitration award includes any injunction or a monetary award that exceeds N10,000,000, then either party shall have the right to appeal that award to an arbitration appellate panel. The notice of appeal must be served, in writing, on the opposing party within fourteen (14) days after the award has become final.

e. Waiver of Jury Trial

You and Pepsa waive any constitutional and statutory rights to sue in court and receive a judge or jury trial. You and Pepsa are instead electing to have all Disputes resolved by arbitration, except as specified in Section 15(a) above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.