Terms and Conditions for Stores (Lebanon)

These Terms and Conditions govern the use that any natural or legal person, or representative in any form thereof, makes of the Platform and any Service that is owned or controlled by TrakiTrak, particularly in the case of Merchants offering their products through the Platform. This document contains legal information that we recommend reading in its entirety along with the Privacy Policy. By approving these Terms and Conditions, it is understood that the Merchant has read and accepted them in their entirety, acknowledging that they are legally binding and obligatory. Therefore, the Merchant agrees to the terms of use and exploitation of the Platform, Content, and Services. In case of disagreement, the Merchant must refrain from accessing the Platform and Services, either directly or indirectly, from using any information or service provided by it, and especially from offering their products to third parties through the Platform.

Terms whose first letter is capitalized (except when it is exclusively due to starting a sentence or it is a proper noun) have the meaning assigned to them below or expressly assigned in these Terms of Use or in the Privacy Policy:

TrakiTrak Credit(s):Refers to a score equivalent to a local currency unit, owned by a single User account, granted to be used as a discount in the final price of a Purchase Order to be made through TrakiTrak.

Store(s): Refers to any natural or legal person constituting a selected retail business. They may apply to be considered under TrakiTrak Stores to offer their products through the Platform.

Buyer(s): Refers to the personnel, hired by TrakiTrak or a third party, who make purchases of products from the Stores.

Content: Encompasses all types of information, whether graphic or written, images, audio and video, including but not limited to location, advertisements, comments, news, data, scripts, graphics, drawings or images, texts, design, schemes, maps, and interactive features presented by TrakiTrak on the Platform (and any underlying software and computer codes), as well as computer programs or algorithms, programming modules, operation manuals, whether such Content is generated, provided, or otherwise produced or supplied by TrakiTrak , Users, Stores, or third parties.

TrakiTrak: Refers to Delivery Technologies S.A.R.L.

Equipment: Refers to mobile phones and smartphones, tablets, computers, and any other electronic device through which access to the Platform is possible.

User or Store Material: Encompasses all kinds of photographs, videos, comments, communications, or other content generated by Users or Stores that have been uploaded or loaded onto the Platform.

Purchase Order: Refers to the specific order of a User for the purchase of certain Products.

Profile: Refers to the account requested by each User or Store, accrediting registration on the Platform based on information provided to TrakiTrak , including, for natural persons, their name, last name, unique tax role, date of birth, address, telephone, username, email, and password. For legal entities, it includes the name of the business, business name, unique tax role, email, address, and business activities, as well as any information required for the normal operations of the service offered by TrakiTrak to Users and Stores.

Platform:Refers to the website, mobile applications, and platform operated by TrakiTrak , through which Users and Stores can access the Services.

Privacy Policy:Refers to the privacy policies of TrakiTrak, duly published on the Platform.

Product(s): Refers to food, beverages, alcoholic and non-alcoholic, and other goods in general offered by each Store.

Delivery Driver(s):Refers to the personnel, hired by TrakiTrak or a third party, who perform the delivery of the Products.

Services : Encompasses all services offered through the Platform, as well as other services provided by TrakiTrak , to which Users and Stores can access through the Platform and their Equipment.

Terms and Conditions, Terms of Use, or Agreement: Refers to these present Terms and Conditions of TrakiTrak .

User(s) : Refers to any natural or legal person, or representative in any form thereof, using or registered as such on the Platform. Users can be classified as Browsers, Participants, including applicants for jobs offered on the platform, and Collaborators, according to the provisions in these Terms and Conditions. The term "User" encompasses all and any of the referred categories.

2. ACCEPTANCE OF TERMS OF USE

By creating a Profile (in the case of Users) and/or applying to be considered under the TrakiTrak Stores category (in the case of Stores), or by using the Services and Platform in any form, the User and the Store, as applicable, accept all the Terms of Use contained herein and the corresponding Privacy Policy. Likewise, it is understood that they accept all other operational rules, policies, and procedures that may be published by TrakiTrak on the Platform, each of which is incorporated by reference.

Notwithstanding the above, some services offered on the Platform may be subject to additional terms and conditions. In such cases, the User's or Store's use of such services will be subject, in addition, to the aforementioned additional terms and conditions, which are incorporated into these Terms of Use by this reference. If the User or the Store does not accept them, they must refrain from using such services in any form.

3. ABOUT TRAKITRAK

TrakiTrak is a communication platform that facilitates the connection between Users seeking to place orders for Products from Stores and Buyers who actualize Purchase Orders on behalf of Users authorized for purchase. Buyers also coordinate the delivery of these orders to Delivery Drivers. The amount paid in addition to the Product's selling price corresponds to the payment for services provided by Buyers and Delivery Drivers. The Store acknowledges and accepts that the Buyer acts on behalf of the User in purchasing the Products, and TrakiTrak has no other relationship with the Buyer except for providing the support explicitly established in this document, unless Buyers or Delivery Drivers provide their services under a relationship of subordination and dependence on TrakiTrak.

TrakiTrak has no control over the quality, timing, legality, faults, or any other aspect encompassed within the services of Buyers and Delivery Drivers, except for those specifically contracted by TrakiTrak.

Furthermore, TrakiTrak provides a tool for Stores to offer their Products to Users, which are directly marketed to Users by the Stores using the Platform. Stores acknowledge that for these Services, TrakiTrak may charge Commissions, which will be duly specified in their Profile.

4. RELEASE OF LIABILITY BY TRAKITRAK FOR ACTS OF THIRD PARTIES

The responsibility for fulfilling the obligations of Buyers and Delivery Drivers will fall solely on TrakiTrak only in the case of those who provide their services under its subordination and dependence. In all other cases, such responsibility will rest with the respective Buyer or Delivery Driver. If necessary, TrakiTrak may assign to the Store the rights it may have against Buyers or Delivery Drivers, as applicable, for any damages they may have caused.

Neither TrakiTrak nor its affiliates or licensors will be liable for any claim, injury, or damage arising in connection with the acts or omissions of any Store, Buyer, or Delivery Driver. In the event of a dispute with one or more Buyers or Delivery Drivers, the Store releases TrakiTrak, its directors, employees, subsidiaries, affiliates, agents, and representatives from all claims, liabilities, costs, including but not limited to attorney's fees, losses, or damages of any kind or nature, direct or indirect, arising as a result of such disputes.

5. SPECIFIC RULES REGARDING PURCHASE ORDERS THAT INCLUDE ALCOHOLIC BEVERAGES AND CIGARETTES

The Store acknowledges understanding that any Purchase Order that includes alcoholic beverages or cigarettes can only be requested by Users who are 18 years of age or older. It is the responsibility of the Store to inform the Buyer or Delivery Driver, as applicable, about this circumstance so that the Driver can demand, for delivery, the identification of the User who placed the Purchase Order, requiring the presentation of a valid ID card or passport. In case of non-delivery due to the lack of identity verification of the User, this releases TrakiTrak, its directors, employees, subsidiaries, affiliates, agents, and representatives, as well as the Delivery Driver, from any responsibility.

6. USE OF MATERIALS

Unless stated otherwise, all rights to the Content are owned by TrakiTrak. Stores expressly agree that all information provided by them on the Platform may be used by TrakiTrak for the purposes outlined in this document.

Copyright and other proprietary rights to the Content, irrespective of its downloading by Users or Stores, are owned by TrakiTrak, with explicit reservation of the exercise of all civil and criminal actions aimed at safeguarding its legitimate intellectual and industrial property rights.

7. MATERIAL GENERATED BY STORES

In the event that the Platform allows the publication, uploading, or loading of Store Material, it will be considered non-confidential at all times unless specified otherwise. Additionally, by publishing or uploading them to TrakiTrak, the Store grants TrakiTrak a perpetual, worldwide, non-exclusive, royalty-free, sublicensable, and transferable right to use, reproduce, distribute, modify, display, and perform the Store Material for the promotion and support of TrakiTrak. The Store grants each User a non-exclusive license to access its Material through the Platform and to publicly display and represent such Store Material under these Terms and Conditions.

In connection with the above, the Store declares about the Material that: (i) it owns the copyright to them or has the owner's authorization for their publication on TrakiTrak; (ii) it is not illegal, obscene, defamatory, libelous, pornographic, hateful, racist, or inappropriate for any reason; (iii) it will not harm the reputation of TrakiTrak or any third party; and (iv) it does not impersonate another person. TrakiTrak reserves the right to remove any Store Material at its sole discretion and without prior notice or liability to the User, Store, or any other person.

TrakiTrak does not endorse or support any kind of User or Store Material, recommendation, or advice therein, and the User or Store waives any claim or recourse against TrakiTrak in relation to any Material. The User or Store understands and accepts that User or Store Material may contain inaccurate or offensive information, hereby waiving any claim or action against TrakiTrak in connection with it.

TrakiTrak may provide links to websites owned or operated by third parties, and by doing so, under no circumstances should it be understood that TrakiTrak endorses the content, products, or services available on such websites, and it is not responsible for their content or security. The link or connection of the Store to any other website is at its sole responsibility.

8. TRAKITRAK STORES**

TrakiTrak Stores provides a service through the Platform, enabling Stores to directly offer their Products to Users. Stores must apply for acceptance on the Platform and acknowledge that the admission or denial of such applications is part of the management and operation of the Platform provided by TrakiTrak as part of the Services. Stores are obligated to accept the decision unilaterally and at the discretion of TrakiTrak regarding their applications, as it directly impacts the proper functioning of the Platform. Stores whose applications are accepted voluntarily and freely commit to the specific Terms and Conditions of this Service, including the costs and/or commissions established or that may be established in the future for using the Platform. They commit to fulfilling their obligations to TrakiTrak and to Users and Buyers through Purchase Orders generated by Users under the conditions specified in this Service. Additionally, Stores agree to comply with all applicable commercial activity, labor laws, consumer protection laws, and regulations.

The Store acknowledges that the relationship arising with TrakiTrak due to the hiring of the Services is a relationship between providers on an equal footing, unlike the relationship between Stores and Users, recognized as a provider and consumer relationship. The Store is responsible for determining the Products and their respective prices offered to Users, the location of its establishments, and operating hours for fulfilling Purchase Orders. The Store is also responsible for managing Users authorized to use its Store account and, in general, any actions taken or resulting from the use of the Platform. In particular, the Store understands and accepts that TrakiTrak acts as a mere facilitator in connecting Users who place orders for Products with the Store and Buyers who execute Purchase Orders on behalf of Users who have authorized the purchase and coordinate their delivery to Delivery Drivers. In this sense, the Store is responsible for issuing the corresponding tax document to the User for the sale resulting from a Purchase Order.

Moreover, the Store assumes full responsibility for the quality and characteristics of the Products sold through the Platform, without exclusion or limitation, complying with all legal obligations and obligations voluntarily accepted by accepting these Terms of Use. This includes, but is not limited to, the rights and obligations established in current consumer protection legislation.

The cost and/or commission for this Service are duly published on the Platform and/or on the account of each registered Store. This value may change over time as TrakiTrak deems appropriate, without generating any obligation to maintain it over time.

The Store can unsubscribe from this Service at any time through the Platform, only needing to communicate its intention, without prejudice to its obligation to fulfill existing Purchase Orders at the time TrakiTrak stops offering the Store's Products to Users, for which the Store takes full responsibility. TrakiTrak will have a reasonable time, never exceeding 10 business days, to cease offering the Store's Products to Users after this communication.

In any case, TrakiTrak may stop offering the Services at any time and at its sole discretion to protect Users, the proper functioning of the Platform, third parties, and/or TrakiTrak's reputation. A simple communication to the Store is sufficient for this decision, which will not generate any liability for TrakiTrak or grant any right to compensation or reimbursement to the Store. In particular, TrakiTrak may stop offering the Store's Products if the Store fails to comply with the present Terms and Conditions, violates Purchase Orders, trades prohibited items by law or authority, or does so without complying with the provisions or requirements established by the same. Additionally, if the Store is in litigation with third parties that may affect the operation or jeopardize TrakiTrak, TrakiTrak may cease offering the Store's Products.

8.1. Specific Conditions for Stores

a) Payment for Products: TrakiTrak will pay the Store via electronic transfer the total amount of invoices or receipts issued to Users for Purchase Orders delivered in the previous week. The Store agrees not to charge Buyers at the time of Product pickup.

b) Payment of Service Cost and/or Commission:TrakiTrak may deduct from the payment for Products to the Store its commission and/or the informed Service cost, which will be invoiced to the Store under the corresponding business name(s).

c) Fulfillment of Purchase Orders: The Store must fulfill the Purchase Orders requested by Users, committing to keeping the Products offered on the Platform in stock. The store's "Found-rate" will be regularly measured, understood as the ratio between the number of Products found in the store and the number of Products requested by the User in the Purchase Order. TrakiTrak will require a minimum compliance of 90% of this indicator on a weekly basis. Failure to meet this "Found-rate" level will be considered a violation of these Terms of Use, which may result in an increase in the commission based on the "Found-rate" level:

This penalty will cease to be effective if the Store maintains continuous "Found-rate" levels for 3 consecutive weeks exceeding 90%. In the event that the Store maintains a "Found-rate" below 75% for more than 6 consecutive weeks, TrakiTrak may proceed to permanently deactivate the Store on the Platform.

d) Product Prices on the Platform:

The Store is responsible for entering the prices of the Products offered to Users, and these prices must be respected for the issuance of the tax document. Additionally, TrakiTrak will calculate its commission based on this value. The price of the Products must match those offered in the physical establishment, ensuring that neither party incurs losses. Any differences will be termed as Markdown (if the value of the product in the Store is higher than the value paid by the User) and Markup (if the value of the product in the Store is lower than the value paid by the User) and may be monitored on a weekly basis. In the case of differences, the Store must notify TrakiTrak immediately in the event of a Markdown difference greater than 0.5% between the value paid by Users for Store Products and the corresponding tax document. TrakiTrak will retain the entirety of this difference, which will be invoiced as part of the Service commission. In the case of Markup, TrakiTrak will retain the entirety of these differences. If these differences are not corrected for 3 consecutive weeks, TrakiTrak reserves the right to deactivate the Store on the Platform.

e) Fines:

TrakiTrak may apply fines to the Store for non-compliance or violation of the Terms and Conditions, specific operating conditions, and Privacy Policy. These fines are detailed in the Store's account. TrakiTrak may deduct any outstanding fines from the payment for Products.

f) Disabling the Store:

The store must keep both opening hours and offered products updated. The ratio between Canceled Purchase Orders and Total Purchase Orders will be regularly measured. TrakiTrak will require a maximum of 5% cancellations attributable to the store.

Failure to meet this maximum cancellation level will be considered a violation of these Terms of Use, allowing TrakiTrak to permanently deactivate the Store from the Platform.

g) Catalog Quality:

The Store must regularly manage and update its catalog information, address information gaps, and correct or complete information fields such as barcode, weight, units, price, images, product descriptions, name, brand, category, or others related to the Products offered on the Platform. Catalog Quality will be regularly measured, understood as the ratio between the number of mandatory minimum fields that make up the catalog of each establishment and the number of fields without missing information. TrakiTrak will require a minimum compliance of 90% of this indicator on a monthly basis.

h) Operational Excellence:

The Store will be subject to continuous evaluation of operational excellence indicators reviewed by TrakiTrak: Found Rate, Catalog Quality, Percentage of Markup/Markdown, and Percentage of Cancellations. TrakiTrak reserves the right to review the Store's continued presence on the Platform if the Store does not comply with 3 out of 4 of these indicators. The compliance criteria for each indicator are detailed in the following table:

Operational Excellence Indicator Criteria for Compliance

Found Rate >90%

Catalog Quality >90%

Markup/Markdown Percentage <0.5%

Cancellation Percentage <5%

i) Participation in TrakiTrak Promotions:

The Store must comply with 3 out of 4 of the indicators to have the opportunity to be invited to participate in TrakiTrak promotions under the conditions defined for each promotion.

9. STORE ACCOUNT:

A single account can be created for each Store, which must be managed by at least one person duly registered as a User and designated as an administrator. This person will be responsible for all activities that occur under their password or account. TrakiTrak has no control over the use of a Store's account and expressly waives any liability arising from it. The administrator of the Store's account may enable access to other Users under their sole responsibility. The mere use or access to the Store's account represents an express acceptance of the Terms and Conditions of this document, as well as any agreements or conditions that may be incorporated into the Terms and Conditions, including, but not limited to, additional costs and/or commissions for services, fines, and payment for considerations, among others.

You can choose not to receive text messages from TrakiTrak by sending an email to

[email protected]. If you provide your cell phone number, you expressly consent to TrakiTrak using it for calls and sending text messages for the purpose of offering services.

10. DISCLAIMER:

The use of TrakiTrak is at the sole risk of the Store as a provider of products or services through the Platform. The services are provided as they are offered, without any warranties, express or implied, from TrakiTrak. TrakiTrak makes no representation or warranty regarding the accuracy or completeness of the content offered through the use of TrakiTrak or the content of any website linked to the use of TrakiTrak. TrakiTrak assumes no responsibility for (i) the consumer relationship between Stores and Users through the use of the Platform; (ii) errors or inaccuracies in the content; (iii) personal injury or property damage of any kind as a result of your access and use of the Platform; (iv) unauthorized access or use of secure TrakiTrak servers and/or any personal and/or financial information stored on them, which will be the sole responsibility of the Store.

TrakiTrak does not guarantee that the Platform will operate error-free or be free from viruses or other harmful products. If the use of the Platform results in the need for technical service or replacement of equipment or data, TrakiTrak will not be responsible for such costs. TrakiTrak does not guarantee, under any circumstances, the accuracy, reliability, completeness, and timeliness of content, services, support, software, texts, graphics, or links. TrakiTrak and its affiliates and licensors do not guarantee, under any circumstances, that the personal information provided by the Store may be subject to misuse, interception, deletion, destruction, or use by third parties.

11. REPORTS AND COMPLAINTS:

Stores or Users may report to TrakiTrak any conduct or content that may violate these Terms of Use, the Privacy Policy, or applicable legislation. For this purpose, the Platform will have a link where the word "Report" will appear.

Upon receiving a report, TrakiTrak, at its sole discretion, will determine whether the removal or modification of the Content is appropriate.

12. LIMITATION OF LIABILITY:

The Store agrees that TrakiTrak is not responsible for any direct, indirect, consequential loss, lost profits, incidental, special, or consequential damages arising from or in connection with (i) the use of the Platform; (ii) the consumer relationship that arises between Stores and Users through the use of the Platform; (iii) the liability of any Buyer or Driver who does not provide their services under the subordination and dependence of TrakiTrak; or (iv) in connection with the performance or navigation on the Platform or its links to other websites, even if TrakiTrak has been informed of the possibility of such damages.

In addition, the Store agrees that TrakiTrak is not responsible for damages resulting from the interruption, suspension, or termination of the Services, including, without limitation, direct, indirect, consequential loss, lost profits, incidental, special, or consequential damages, even if such interruption, suspension, or termination is justified or not. In no event shall TrakiTrak's total liability to the User for any kind of losses exceed the amounts paid by the User to TrakiTrak.

3. INDEMNITY:

The Store undertakes to defend, indemnify, and hold TrakiTrak, its officers, directors, employees, agents, and affiliates, harmless from and against any loss, claims, actions, costs, damages, penalties, fines, and expenses, including without limitation attorney's fees, arising from, related to, or resulting from any claim brought by Users against the Stores, unauthorized use of the Platform by a User or Store, or any breach of these Terms and Conditions, including without limitation, any violation of any law, ordinance, administrative order, rule, or regulation.

**14. TERMINATION:**

At its sole discretion, TrakiTrak may modify or discontinue the Platform, and/or may modify, suspend, or terminate your access or support, for any reason, with or without notice to the Store and without any liability on the part of TrakiTrak. Even if a Store loses the right to use the Platform, these Terms and Conditions will remain enforceable against them.

The Store may terminate its obligations by directly notifying TrakiTrak, who will have a reasonable time, not exceeding 10 business days, to terminate the Store's obligations, particularly unmaterialized Purchase Orders, costs and/or service fees, fines, and any agreed-upon consideration.

The termination of Services and/or the closure of the Store's account, for any reason, will not generate compensation or indemnification in favor of the Store by TrakiTrak.

15. DISPUTE RESOLUTION:

Any difficulty or controversy arising regarding the application, interpretation, duration, validity, or execution of these Terms and Conditions, particularly concerning their relationship in the context of TrakiTrak Stores, shall be submitted to arbitration, following the Procedural Rules of Arbitration of the Center for Arbitration and Mediation of Santiago, in force at the time of the request.

The parties grant irrevocable special power to the Chamber of Commerce of Santiago A.G., so that, upon written request from either party, it designates an arbitrator from among the members of the arbitration body of the Center for Arbitration and Mediation of Santiago.

Against the arbitrator's resolutions, no recourse shall be available, with the parties expressly waiving them. The arbitrator is especially empowered to resolve any matter related to his competence and/or jurisdiction.

16. APPLICABLE LAW AND SEVERABILITY:

These Terms and Conditions shall be governed by the laws of the Republic of Chile.

The Terms of Use and the Privacy Policy constitute the entire agreement between the Store and TrakiTrak regarding the Services, use of the Platform, and Content, and supersede all previous or contemporaneous communications and proposals (whether written, oral, or electronic) between the Store and TrakiTrak regarding the Platform and the Services.

17. NO AGENCY:

This Agreement does not create any contractual relationship of agency, partnership, joint venture, employer-employee, or franchisor-franchisee.

18. MODIFICATIONS:

TrakiTrak may, at its sole and absolute discretion, change these Terms and Conditions without prior notice. However, such changes will only apply from the moment they are published on the Platform and will govern transactions or businesses conducted after their entry into force without altering transactions entered into before.

19. MISCELLANEOUS:

These Terms of Use are personal and may not be assigned, transferred, or sublicensed, except with the prior written consent of TrakiTrak. TrakiTrak may assign, transfer, or delegate any of its rights and obligations under these Terms of Use without the consent of the Store.

Unless otherwise specified in these Terms of Use, all notices or modifications will be deemed duly delivered from the moment of their publication on the Platform or from the moment it is notified to the Store, as appropriate.

20. CONTACT:

If the Store has any questions regarding the Terms and Conditions, Privacy Policy, use of the Platform, or its Profile or account, it can contact TrakiTrak via the email address [email protected]. Messages will be addressed as soon as possible.