Terms And Conditions

1 Acceptance of this Agreement

Consuma provides an online marketplace connection, using web-based technology that connects consumers, retailers, and independent delivery contractors ("Contractors"). Consuma's software permits consumers to place orders for products from various retailers, either for delivery or pickup (the "Software"). Once a delivery order is made, the Software notifies Contractors that a delivery opportunity is available and facilitates completion of the delivery to the consumer. For pickup orders, the Software communicates with the customer regarding order availability. Consuma is not a retailer or delivery service.

By accessing our websites at https://www.consuma.com/, using our Consuma mobile application, using any other Consuma-supplied software, or accessing any information, function, or service provided by Consuma (each, a "Service" and collectively, the "Services"), or completing the Consuma account registration process, you, your heirs, assigns, and successors (collectively, "you" or "your") represent and warrant that:

(a) you have read, understand, and agree to be bound by this Agreement;

(b) you are of legal age in your jurisdiction to form a binding contract with Consuma; and

(c) you have the authority to enter into the Agreement personally and, if applicable, on behalf of any organization for which you've created an account and to bind such organization to the Agreement.

The terms "User" and "Users" refer to all individuals and entities who access or use the Services. Unless otherwise stated in this Agreement, if you disagree with these terms, you may not access or use the Services.

2 Modifications

Consuma reserves the right to modify this Agreement or its policies relating to the Software or Services at any time, effective upon posting an updated version through the Services. You should regularly review this Agreement, as your continued use of the Services after any changes constitutes your agreement to such changes.

3 Additional Terms and Policies

By using the Services, you agree to be bound by this Agreement and Consuma's Privacy Policy, which is incorporated by reference. You also agree to abide by any additional Consuma policies for Users published on our website or mobile application. Certain features of our Services may be subject to additional terms and conditions.

4 Rules and Prohibitions

Without limiting other rules and prohibitions in this Agreement, by using the Services, you agree that:

(a) You will only use the Services for lawful purposes; you will not use the Services for sending or storing any unlawful material or for deceptive or fraudulent purposes; and you will not engage in conduct that harms other Users, Consuma employees, or our community.

(b) You will only use the Services in accordance with all applicable laws, including copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights.

(c)You will only access the Services using means explicitly authorized by Consuma.

5 Consuma's Dual Business Model: Direct Sales and Marketplace

Consuma operates two distinct business models:

a) Direct Sales: Consuma sells food products directly to consumers. For these transactions, Consuma is the seller of record and is responsible for the quality and delivery of the products.

b) Marketplace: Consuma provides a technology platform connecting consumers with independent retailers ("Marketplace Retailers") that offer products through the Services, and with independent third-party contractors who provide delivery services ("Contractors").

For Marketplace transactions, Consuma does not sell products or offer delivery services directly, and has no responsibility or liability for the acts or omissions of any Marketplace Retailer or Contractor. In these cases, Marketplace Retailers are the sellers, and Consuma's services are limited to facilitating the transaction and communication between parties.

Consuma will not assess or guarantee the suitability, legality, or ability of any Contractor or Marketplace Retailer. However, we strive to maintain quality standards across our platform.

For Direct Sales, you agree that the products you purchase will be provided by Consuma, and title to the goods passes from Consuma to you at the time of delivery or pickup.

For Marketplace purchases, you agree that the products will be provided by the Marketplace Retailer you have selected, that title to the goods passes from the Marketplace Retailer to you at the Retailer's location, and that, for delivery orders, the Contractor will be directed by your instructions to transport the products to your designated delivery location.

In all cases, for delivery orders, neither the Contractor nor Consuma (when acting as a marketplace) holds title to or acquires any ownership interest in any goods that you order through the Services.

By using our Services, you acknowledge and agree to this dual business model and the varying responsibilities of Consuma depending on whether you are making a Direct Purchase or a Marketplace Purchase.

6 User Account

You may be required to register for an account to use parts of the Services. You must provide accurate, current, and complete information during the registration process and at all other times when you use the Services, and update the information to keep it accurate, current, and complete. You are the sole authorized user of any account you create through the Services. You are solely and fully responsible for all activities that occur under your password or account. You agree that you shall monitor your account to prevent use by minors, and you will accept full responsibility for any unauthorized use of your password or your account.

You may not authorize others to use your User status, and you may not assign or otherwise transfer your User account to any other person or entity. Should you suspect that any unauthorized party may be using your password or account, you will notify Consuma immediately. Consuma will not be liable and you may be liable for losses, damages, liability, expenses, and fees incurred by Consuma or a third party arising from someone else using your account, regardless of whether you have notified us of such unauthorized use.

7 User Content

(a) User Content. Consuma may provide you with interactive opportunities through the Services, including, by way of example, the ability to post User ratings and reviews (collectively, "User Content"). You represent and warrant that you are the owner of, or otherwise have the right to provide, all User Content that you submit, post and/or otherwise transmit through the Services. You further represent and warrant that any User Content that you submit, post and/or otherwise transmit through the Services does not violate any third-party rights, is not false, intentionally misleading, or defamatory, is not unlawful, does not violate any law or regulation, and does not violate this Agreement.

You hereby grant Consuma a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicenseable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use the User Content in connection with Consuma's business and in all forms now known or hereafter invented ("Uses"), without notification to and/or approval by you.

(b) Feedback. You agree that any submission of any ideas, suggestions, and/or proposals to Consuma through its suggestion, feedback, wiki, forum or similar pages ("Feedback") is at your own risk and that Consuma has no obligations (including without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant to Consuma a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicenseable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use such Feedback.

8 Communications with Consuma

By creating a Consuma account, you electronically agree to accept and receive communications from Consuma, Contractors, or third parties providing services to Consuma including via email, text message, calls, and push notifications to the cellular telephone number you provided to Consuma. 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 Consuma, its affiliated companies and/or Contractor, including but not limited to communications concerning orders placed through your account on the Services.

9 E-SIGN Disclosure

CBy creating a Consuma account, you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by emailing Consuma at [email protected] with "Revoke Electronic Consent" in the subject line.

10 Intellectual Property Ownership

CConsuma alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Software and the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Software or the Services, or any intellectual property rights owned by Consuma. Consuma names, Consuma logos, and the product names associated with the Software and Services are trademarks of Consuma or third parties, and no right or license is granted to use them.

11 Payment Terms

(a) Prices & Charges. You understand that the prices for items displayed through the Services may differ from the prices offered or published by Retailers for the same items and/or from prices available at third-party websites and that such prices may not be the lowest prices at which the items are sold. Consuma has no obligation to itemize its costs, profits or margins when publishing such prices. Consuma reserves the right to change such prices at any time, at its discretion. .

(b) No Refunds. Charges paid by you for completed and delivered orders are final and non-refundable. Consuma has no obligation to provide refunds or credits, but may grant them, in each case in Consuma's sole discretion.

(c) Promotional Offers and Credits. Consuma, at its sole discretion, may make promotional offers with different features and different rates to any User. These promotional offers are subject to the terms of this Agreement and may be valid only for certain Users as indicated in the offer.

12 Third-Party Interactions

(a) Third-Party Websites, Applications and Advertisements. The Services may contain links to third-party websites, applications and advertisements. Consuma is not responsible for any Third-Party Websites, Third-Party Applications or any Third-Party Advertisements. You use all links in Third-Party Websites & Advertisements at your own risk.

(b) App Stores. You acknowledge and agree that the availability of the Software and the Services is dependent on the third party from which you received the application license, e.g., the Apple iPhone or Android app stores ("App Store"). You acknowledge and agree that this Agreement is between you and Consuma and not with the App Store.

13 Indemnification

You agree to indemnify and hold harmless Consuma and its officers, directors, employees, agents and affiliates (each, an "Indemnified Party"), from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation, attorneys' fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from your use of the Services, your User Content, your breach of this Agreement, or your violation of any applicable laws, rules or regulations.

14 Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT OF LAW, YOUR USE OF THE SOFTWARE AND SERVICES IS ENTIRELY AT YOUR OWN RISK. THE SOFTWARE AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

15 Internet Delays

The Software and Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Except as set forth in Consuma's Privacy Policy or as otherwise required by applicable law, Consuma is not responsible for any delays, delivery failures, or damage, loss or injury resulting from such problems.

16 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CONSUMA BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SOFTWARE AND SERVICES OR ANY MATERIALS OR CONTENT ON THE SOFTWARE AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY.

17 Termination

Consuma may, in its sole discretion, modify or discontinue the Software or Service, or may modify, suspend or terminate your access to the Software or the Services, for any reason, with or without notice to you and without liability to you or any third party. Even after your right to use the Software or the Services is terminated, this Agreement will remain enforceable against you.