Supplier (Merchant) Partners Terms of USe

Updated November 1, 2019

These Mechmobil, Inc. Suppliers Terms (“Terms”) apply to the service relationship between Mechmobil, Inc., its subsidiaries and affiliates (collectively, “Mechmobil, Inc.” or “MECHMOBIL” “we”, “us” or “our”) and the Suppliers (“Suppliers”) signing the Mechmobil, Inc. services form (the “Services Form”), which is incorporated into these Terms. These Terms and the Services Form will be together referred to as the “Agreement.” The Agreement is entered into as of the date set forth on the Services Form (“Effective Date”). Capitalized terms not defined herein will have the meanings set forth in the Services Form. THE SECTION BELOW ENTITLED “DISPUTE RESOLUTION” HAS A MANDATORY ARBITRATION PROVISION. IT AFFECTS SUPPLIERS LEGAL RIGHTS. PLEASE READ IT.

a. . MECHMOBIL will enable customers/Independent Business Partners to purchase Inventory & Parts from Suppliers via
(i) MECHMOBIL’s proprietary ordering, advertising, delivery logistics and billing system at Mechmobil.com and its associated web-based and mobile properties and apps, including Seamless (the “MECHMOBIL Platform”);
(ii) if selected on the Services Form, the Mechmobil, Inc. for Work platform (“MFW” and together with the MECHMOBIL Platform, the “MECHMOBIL System”), and
(iii) at MECHMOBIL’s sole option, at any properties partnered with MECHMOBIL (together with the MECHMOBIL System, the “Systems”). The foregoing does not apply to any Suppliers that signs a Services Form that does not include Marketing Services until such Suppliers elects to receive such Marketing Services

b . MARKETING SERVICES (IF SELECTED): MECHMOBIL will include Suppliers on the Systems as provided herein, and will enable the transmission of orders to Suppliers for pickup or delivery (the “Marketing Services”). The Marketing Services, together with the MECHMOBIL Service Providers and the POS Services (each as defined below), will be referred to herein as the “Services.”

c. INDEPENDENT BUSINESS PROVIDER (IBP) SERVICES (IF SELECTED): MECHMOBIL will connect Suppliers with Mechmobil`s service providers through MECHMOBIL’s proprietary logistics platform(s) (the “IBP Services”). MECHMOBIL will have the sole right to determine the particulars of the IBP Services, including, without limitation, the IBP fee, IBP area and availability. For clarity, MECHMOBIL does not itself provide delivery or logistics services; instead, MECHMOBIL provides a platform for Suppliers to connect with Mechmobil, Inc. service providers to transport orders to customers/Independent Business Partners and to receive information relating thereto. MECHMOBIL IBP are independent contractors who access MECHMOBIL’s proprietary technologies to provide on-demand business services and logistics services, and such independent contractors control the method and manner in which they deliver service request. Accordingly, MECHMOBIL will not be liable or responsible for any IBP or any errors or misrepresentations made by them.

d. POS SERVICES (IF SELECTED): POS SERVICES (IF SELECTED): Suppliers and MECHMOBIL will connect the MECHMOBIL System with SUPPLIERS point-of-sale (“POS”) system (the “POS Services”). Suppliers expressly permits MECHMOBIL to have access to, and will ensure MECHMOBIL is an authorized user on, its POS account, and MECHMOBIL will be permitted to use SUPPLIERS POS account and data included therein in order to provide the Services. MECHMOBIL disclaims any and all liability for the availability and operations of the POS Services, and all service requests in connection with the POS Services will be directed to the applicable POS provider (as identified on the Services Form) and not MECHMOBIL. Suppliers agrees that its use of any AB Application Programming Interfaces in connection with the POS Services is subject to Mechmobil, Inc. Suppliers POS API Terms as in effect.

e. . MECHMOBIL owns all right, title, and interest in and to the MECHMOBIL System and any content supplied by MECHMOBIL, and will have sole editorial control over the MECHMOBIL System, including the presentation of any content provided by Suppliers (“Suppliers Content”). Suppliers Content may include, without limitation, products and service list, photographs, trademarks and logos. For the term of the Agreement and for six (6) months thereafter, Suppliers hereby grants to MECHMOBIL a royalty-free, worldwide, sub-licensable, transferable, fully paid-up, irrevocable right and license to use the Suppliers Content on the Systems, and for marketing and promotional purposes via any means now known or hereinafter developed. Suppliers owns all right, title, and interest in and to the Suppliers Content, subject to the license granted to MECHMOBIL herein. MECHMOBIL may remove Suppliers Content on the Systems at any time if it believes, in its sole discretion, which such Suppliers Content violates any applicable laws, infringes upon any third-party rights, or otherwise impacts the integrity of the Systems.

f. TO THE FULLEST EXTENT PERMITTED BY LAW, AND OTHER THAN AS EXPRESSLY PROVIDED IN THE AGREEMENT, MECHMOBIL, INC. AND ALL MECHMOBIL`S PARTNERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE AGREEMENT, THE SYSTEMS, THE SERVICES, AND ANY USE THEREOF, INCLUDING WITHOUT LIMITATION IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NEITHER MECHMOBIL NOR ANY MECHMOBIL`s PARTNER WILL BE LIABLE TO SUPPLIERS FOR DAMAGES RESULTING FROM THE FAILURE OF THE SYSTEMS, SERVICES OR SUPPLIERS CONTENT. MECHMOBIL WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO SUPPLIERS FOR INDIRECT, WILLFUL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, LOSS OR INACCURACY OF DATA OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF THE PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. MECHMOBIL’S MAXIMUM LIABILITY UNDER THE AGREEMENT WILL BE THE AMOUNT OF COMMISSIONS EARNED BY MECHMOBIL DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT WHICH GAVE RISE TO SUCH DAMAGES. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THE AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

Contact macmobil

Mechmobil, Inc.

75 Broadway Suite 202, San Francisco, CA 94111

Attn: Legal Department

Email: legal@mechmobil.com