(a)Modisoft Service. Modisoft, through the Cartzie Software, provides an marketplace connection, using web-based technology that allows consumers to connect to delivery contractors to place order for food, beverages, and/or other goods from various convenience locations, liquor locations, smoke shops, delicatessens, restaurants and other businesses (the “Services”). Once such orders are made, the Software notifies the Retailer that a delivery opportunity is available, and the Software facilitates completion of the delivery to the consumer through the use of delivery Contractors (defined below). Modisoft and the Software is not a retail location, restaurant, delivery services, or food preparation business. Through the online platform, customers can access Retailer products, promotions, rewards and loyalty. Modisoft does not own, buy, sell or control the sale of any products sold on the platform or mobile application and holds no license to do so. All the products offered, ordered, sold or delivered under this agreement will be sole responsibility of retailers.

(b)The Parties’ Relationship. Neither Modisoft nor Cartzie is a merchant or delivery service. Modisoft and Retailer agrees that they are independent businesses whose relationship is governed by these terms. Nothing in the parties’ agreements, relationship, or transactions shall create or be construed as creating an agency, partnership, fiduciary, or joint venture relationship between Modisoft and Retailer (or any of Retailer’s employees, representatives, or agents), Retailer’s customers, or any Contractors. Except as otherwise set forth herein, each Party shall be responsible for its own expenses, profits and losses.

(c)Service Fee. Retailer shall pay Modisoft a monthly service fee as per the prevailing rate for Modisoft service or as agreed by both the parties for its use of the Software.

(d)Access to and Use of Services. Retailer may, on a non-exclusive basis, during the Term access and use Services as set forth in these Terms and through authorized means to: i. Review, accept, decline, monitor, process and execute purchase orders and transactions with end users of legal drinking age; and ii. Review market analyses, industry trends and other informational reports provided by Modisoft but solely for Retailer’s own educational and internal purposes. The software enabling Retailer’s access to and use of Services is in the form of “software as a service.” Modisoft is not liable if Retailer does not have compatible technology or if it accesses or uses the wrong version of Services or software. Retailer may not solicit, induce, or suggest to any end consumer who uses Modisoft’s services to use a competitive service or Retailer’s own services or solicit, induce or suggest to any end consumer to cease using Modisoft’s services.

(e)Payment for Services. As consideration for use of the Software Services to be provided by any contractor, all payments for the Services are made through the Cartzie application. Retailer will open a merchant account with a payment processing company agreed to and authorized by Modisoft. Retailer is responsible for the payment of all credit card fees and charges of the payment processing company.

(f)Delivery Fees/Charges. Retailer may arrange for delivery through their own third-party delivery channel or use the delivery and/or fulfillment partners of Modisoft (collectively, “Contractors”). Retailers using Modisoft-partnered Contractors will be billed for delivery charges which will be collected two times per week, or as otherwise agreed to by Modisoft. Retailer shall execute a Bank ACH authorization to collect the applicable delivery fees for fulfillment of any orders completed through a Modisoft delivery partner.

(g)Tips. The Software will provide customers the option to tip the Contractor for delivery of the online orders. Tips will be deposited to the Retailer’s bank account. If Retailer utilizes Modisoft’s Contractors, Retailer will be billed to collect back the tip to reimburse the same to delivery company/contractor. Retailer shall provide Modisoft a Bank ACH authorization to collect the applicable tip amount two times per week from the Retailer’s bank account.

(h) Retailer Authority. i. All offers, deals, promotions, rewards, loyalty and solicitations, selection of products, sales including acceptance of online orders, payments, shipments or delivery of the products are at the express direction and control of Retailer, exercising its management and pricing decisions. Retailer represents and warrants that it holds and will continue to hold permit/license for the products marketed and offered to consumers. Retailers offering delivery orders for Alcoholic products (beer, wine, liquor and other alcohol) shall only accept the orders which are to be delivered within the Retailer’s Delivery Zone permitted by the Alcohol licensing authority of concerned city/state. ii. Retailer shall, at all times, be solely responsible for controlling and managing all aspects of the sale and delivery of any products including alcoholic beverages, the selection and pricing of inventory, receipt and acceptance of orders, and the processing of payments, chargebacks and refunds. iii. Neither Modisoft and/or Cartzie shall be responsible for the legal or illegal decisions, acts or omissions of Retailer or any third-party service provider contracted by Retailer to carry out Retailer’s activities. Retailer must perform its activities in accordance with the laws, rules and regulations governing its retail license, including taking legally required steps to verify the age of any person to whom Retailer may furnish alcoholic beverages and in determining whether a transaction or furnishing any products thereunder is safe and appropriate. iv. Retailer is responsible for all costs and expenses in connection with the sale of products, including but not limited to shipping costs, defected or damaged product costs and exercise and sales taxes v. Alcoholic Products. If Retailer offers alcoholic beverages for delivery, Retailer represents and warrants that (a) Retailer shall comply with all federal, state and/or local laws regarding the preparation, sale and delivery of alcohol applicable to it, including all applicable state alcoholic beverage commission requirements (as updated); (b) Retailer currently holds, and will continue to maintain, adequate permits and licenses required by any state alcoholic beverage commission to authorize them to offer alcoholic beverages for inlocation and delivery and will immediately notify Modisoft of any changes thereto; (c) Retailer shall be primarily responsible for ensuring compliance with state alcoholic beverage commission packaging and preparation requirements, including, when required by law, ensuring that all alcohol orders are accompanied by a food order that was prepared on-premise and that alcoholic beverages are either in the original container sealed by a manufacturer (as such requirements may be modified or superseded by regulatory, legislative, or executive action); and (d) Retailer shall accept returns of alcohol orders that were undeliverable for any reason. Furthermore, if any Contractor delivers alcoholic beverages from Retailer, the Contractor represents and warrants that (e) he/she currently holds, and will continue to maintain, either a Carrier Permit, Consumer Delivery Permit, or other permit under any Alcoholic Beverage Code of the applicable state authorizing it to deliver alcoholic beverages; (f) Retailer will be responsible for complying with all state alcoholic beverage commission requirements applicable to it, and has implemented processes and procedures, software features, and/or other precautionary measures designed to ensure compliance; and (g) orders including alcoholic beverages will only be offered to Contractors who are twenty-one years of age or older and who have undergone a background check in the last twelve months, if not sooner, and who will be responsible for ensuring that the recipient of such order is twenty-one years of age or older and not intoxicated. For the avoidance of doubt, both parties acknowledge and agree that Retailer shall have and maintain exclusive control over all alcoholic beverages purchased, stored, or sold by it, including sole control over all prices and funds from a transaction involving the sale of alcoholic beverages, and that title to all alcoholic beverages will pass directly from Retailer to the end-user and shall at no time pass to Modisoft or any Contractor. If applicable, Retailer represents and confirms that it is licensed by the alcoholic beverage commission and/or any other licensing authority of the city/state of business operation of Retailer, namely ____________________________ to sell and deliver alcoholic beverages under the license/permit number ____________________. Retailer will maintain all licenses, permits and authorizations necessary to sell and deliver products in the State of ______________. Retailer is solely responsible for compliance of applicable laws, rules and regulations, including but not limited to alcoholic beverage control laws, laws governing the sale and delivery of products, and any other obligations under this Agreement. Upon Modisoft’s request, Retailer shall provide a copy of its current retail alcoholic beverage license to Modisoft. vi. Customer Verification. Retailer agrees and acknowledges that any information or affirmation by customers/consumers for their name/identity in connection with the use of Modisoft and/or the Cartzie Software is not independently verified. Retailer also acknowledges that any affirmation by customers/consumers that they are over twenty-one (21) years of age is provided without independent investigation or verification or any representation as to be accurate or reliable. Retailer shall promptly notify Modisoft in writing of any notice, complaint, deficiency or other communication from any relevant alcohol beverage commission and/or licensing authority related to the Retailer’s permits or Retailer’s ability to make proper use of the Cartzie Software. By creating a Cartzie account, either through app/web-registration or in-location signup, you electronically agree to accept and receive communications from Cartzie, Contractors, or third parties providing services to Cartzie including via email, text message, calls, and push notifications to the cellular telephone number you provided to Cartzie. You understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of Cartzie, its affiliated companies and/or Contractor, including but not limited to communications concerning orders placed through your account on the Services. Message and data rates may apply. If you do not wish to receive promotional emails, text messages, or other communications, you may change your notification preferences by accessing the Settings in your account. To opt out of receiving promotional text messages from Cartzie, you must reply “STOP” from the mobile device receiving the messages. For purposes of clarity, delivery text messages between you and Delivery company are transactional text messages, not promotional text messages. If you change or deactivate your mobile telephone number, you agree to update your Cartzie information immediately. We are able to deliver messages with most mobile carriers within the USA. Please check with your wireless carrier to confirm whether you are able to receive SMS alerts. Message frequency varies; message and data rates may apply. Carriers are not liable for delayed or undeliverable messages. For more information, please visit our privacy policy here.