EULA

IMPORTANT: READ THESE TERMS CAREFULLY BEFORE DOWNLOADING THIS SOFTWARE APPLICATION. YOU MUST BE AT LEAST 19 YEARS OLD TO DOWNLOAD THIS APPLICATION. BY DOWNLOADING OR USING THIS SOFTWARE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT DOWNLOADING THE SOFTWARE.

1. Grant of License

Ulyx Inc., a Delaware corporation (“we”, “our” or “Ulyx”), grants you a non-exclusive, non-transferable license to download and use the program with which this license is distributed, including any documentation files accompanying the software, (the “Software” or “App”) on any mobile device that you own or control provided that: (i) the Software is NOT modified; (ii) all copyright notices are maintained on the Software; and (iii) you agree to be bound by the terms of this License Agreement. The Software shall be used only by you, only for your own personal purposes or for the food establishment you represent.

You may not rent, lease, lend, sell, redistribute or sublicense the App. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the App, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law). The terms of the license will govern any upgrades provided by Ulyx that replace and/or supplement the original App, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

Consent to Use of Data: You agree that Ulyx may collect and use technical data and related information, including but not limited to technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the App. Ulyx may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.

2. Ownership

You have no ownership rights in the Software. Rather, you have a license to use the Software as long as this License Agreement remains in full force and effect. Ownership of the Software and all intellectual property rights therein shall remain at all times with Ulyx. Ulyx reserves the right to terminate your license for the App at any time and for any reason, or no reason, whatsoever.

3. Copyright and Intellectual Property

The Software contains material that is protected by United States Copyright Law and trade secret law, and by international treaty provisions. All rights not granted to you herein are expressly reserved by Ulyx. You may not remove any proprietary notice of Ulyx from any copy of the Software.

4. Restrictions

You may not publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Software or any part thereof, except with the prior written authorization of Ulyx. You may not reverse engineer, decompile, translate, adapt, or disassemble the Software, nor shall you attempt to create the source code from the object code for the Software. All creative and stylistic elements are owned by Ulyx and are protected copyrights of Ulyx.

You may utilize the App only for providing Ulyx delivery services within the state in which you registered with Ulyx. You agree that Ulyx shall have no liability whatsoever, and you will fully indemnify Ulyx, for any liabilities resulting from you delivery services, driving, negligence, intentional acts, violation of your agreement with Ulyx, and violations of the law. You are solely responsible for researching the applicable laws and regulations relating to your delivery services through Ulyx. You further agree that when you utilize the Ulyx App and are providing delivery services (including during your drive to pick up a delivery for drop off) you will not drive any other passengers in your vehicle nor provide services to or through any other service provider or software application.

5. User Representations

You represent and agree that: (1) you are at least 19 years old, or have otherwise reached the age of majority in your jurisdiction; (2) bank account information you are supplying belongs to you, or is provided with the express authorization of the owner of such account; (3) you are legally permitted to use the vehicle for the purposes contemplated without having to obtain permission from any other party; (4) your insurance coverage will cover accidents and occurrences during your delivery services through Ulyx (including during your pick-up and delivery of the packages); (5) no passengers will be in your vehicle during your pick-up and delivery services through Ulyx; (6) while actually providing services through Ulyx (such as pick-up and delivery), you will not also be providing services through to or through other application; (7) you are bound by all terms of this Agreement; and (8) you have researched and reviewed all laws, rules and regulations applicable to your use of the Ulyx App for purposes of pick-up and delivery of food packages, and you will abide by all such laws, rules and regulations.

You specifically agree that you will not provide any rides to Ulyx users or to any customer connected through Ulyx. You understand and agree that your use of Ulyx shall be limited to the pick-up and delivery of food packages only. No other goods (and no persons) may be transported as part of the Ulyx services (on or through the App).

You also represent that your vehicle is in good working order and is reliable.

6. Limited Warranty

TO THE EXTENT PERMITTED BY LAW, THE APP IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, ULYX DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ULYX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE APP WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE APP WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE APP WILL BE CORRECTED, OR THAT THE APP IS COMPATIBLE WITH ANY PARTICULAR PLATFORM, APPLICATION OR MOBILE DEVICE.

7. Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL ULYX BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE APP, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF ULYX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY LAW, ULYX’S AGGREGATE LIABILITY WITH RESPECT TO OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE APP SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE, IF ANY, PAID BY YOU TO ULYX FOR THE APP OVER THE COURSE OF THE PRECEDING 12 MONTHS BEFORE THE DATE ON WHICH THE CLAIM AROSE.

TO THE EXTENT PERMITTED BY LAW, BY USING THE APP YOU AGREE TO HOLD ULYX HARMLESS FROM ANY HARM OR INJURY RESULTING FROM YOUR USE OF THE SOFTWARE OR FROM YOUR INTERACTION (INCLUDING IN-PERSON INTERACTION) WITH ANY APP USER. ULYX TAKES NO RESPONSIBILITY, AND YOU WILL NOT HOLD ULYX LIABLE FOR ANY HARM RESULTING FROM YOUR USE OF THE SOFTWARE.

8. Indemnification

To the extent permitted by law, you agree to defend, indemnify and hold harmless Ulyx, its owners, officers, directors, employees, attorneys and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Software; (ii) your violation of any term of these terms; (iii) your violation of any applicable law, rule or regulation (including those relating to the transportation and delivery of food products); or (iv) your violation of any third party right, including without limitation any copyright, property, or privacy right.

9. Termination

This License Agreement is effective until it is terminated. You may terminate this License Agreement at any time by destroying or deleting all copies of the Software in your possession or under your control. Ulyx may terminate this License Agreement at any time and for any reason (and without notice to you), including, but not limited to, if Ulyx finds that you have violated any of the terms of this License Agreement. Upon notification of termination, you agree to destroy or delete all copies of the Software.

10. Assignment

These terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Ulyx without restriction. Ulyx may also freely transfer ownership of the App to another entity without restriction.

11. Legal Compliance

By using the App to offer food delivery services, you represent and warrant that you are not located in a jurisdiction that prohibits the delivery of food products in the manner contemplated (and to the extent that the jurisdiction restricts such activities, you agree that you are and will remain in full compliance of such laws, rules and regulations).

12. General

This License Agreement shall be construed, interpreted and governed by the laws of the State of New York without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this License Agreement shall be an appropriate federal or state court sitting in New York, New York. This License Agreement, together with the Terms of Use and Privacy Policy, shall constitute the entire Agreement between the parties hereto. Any waiver or modification of this License Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably effect the intention of the parties. TO THE EXTENT PERMITTED BY LAW, YOU AND ULYX AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SOFTWARE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, YOU AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF (COLLECTIVELY, “DISPUTES”) WILL BE SETTLED BY BINDING ARBITRATION BETWEEN YOU AND ULYX, EXCEPT THAT EACH PARTY RETAINS THE RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF A PARTY’S COPYRIGHTS, TRADEMARKS, TRADE SECRETS, PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS. YOU ACKNOWLEDGE AND AGREE THAT YOU AND ULYX ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND COMPANY OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING. THIS “DISPUTE RESOLUTION” SECTION WILL SURVIVE ANY TERMINATION OF THESE TERMS. THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES (THE “AAA RULES”) THEN IN EFFECT. THE ARBITRATION PROCEEDINGS SHALL TAKE PLACE IN NEW YORK, NEW YORK.

13. Developer’s Name and Address

Our name, address and contact information to which you may submit questions, complaints or claims with respect to the App is as follows:

Ulyx Inc.

PO Box 520712

Flushing, NY 11352

poonam.vk@Ulyx.io