Merchant Partner Agreement

1.Definitions

• —"Platform". The Laziz mobile application, merchant portal at laziz.co, APIs, and all related services.
• —"Consumer". An end user who purchases a deal through the Platform.
• —"Deal" or "Offer". A discounted, time-limited, or surplus food or beverage item listed by the Merchant Partner on the Platform.
• —"Gross Transaction Value" (GTV). The total amount charged to a Consumer for a single transaction, inclusive of applicable taxes, before any deductions.
• —"Net Payout". The amount remitted to the Merchant Partner after deducting Laziz's Commission and applicable Payment Processing Fees from the GTV.
• —"Commission". Laziz's percentage fee on each completed transaction, as specified in Section 3.
• —"Payment Processing Fees". The transaction fees charged by Laziz's third-party payment processor (currently Stripe) on each completed transaction.

2.Merchant Eligibility and Onboarding

To become a Merchant Partner, you must:

• —Be a legally registered business with authority to enter into this Agreement;
• —Hold all federal, state, and local licenses, permits, and certifications required to prepare and sell food to the public, including but not limited to a valid food handler's permit and business license;
• —Complete Laziz's onboarding process in full, including providing accurate business information and a valid government-issued tax identification number;
• —Connect an active Stripe account for the receipt of payouts — banking details are collected and stored directly by Stripe, not by Laziz;
• —Agree to and comply with Stripe's Connected Account Agreement.

Laziz reserves the right to approve or reject any merchant application at its sole discretion and without obligation to provide a reason for rejection.

3.Commission and Payment Processing Fees

3.1 Commission Rate

Laziz charges a platform commission on each completed transaction. The applicable commission rate will be disclosed to you during the onboarding process and confirmed in your merchant portal. Laziz reserves the right to update the commission rate upon no less than thirty (30) days’ written notice. Your continued use of the Platform after the effective date of a rate change constitutes acceptance of the new rate.

3.2 Payment Processing Fees

In addition to Laziz’s Commission, each transaction is subject to payment processing fees charged by Stripe. These fees are determined by Stripe and are subject to change in accordance with Stripe’s own fee schedule. Current fee information is available at stripe.com/pricing.

3.3 Net Payout Calculation

Your Net Payout for each completed transaction is calculated as follows:

Laziz does not deduct any other fees from your Net Payout unless separately agreed in writing. Taxes on your Net Payout are your sole responsibility.

4.Payout Schedule

Net Payouts are processed through Stripe on a rolling basis. The payout schedule (e.g., daily, weekly) is configured in your Stripe account settings and is subject to Stripe’s standard processing timelines. Laziz is not responsible for delays caused by Stripe, your financial institution, or incorrect information you provided during Stripe onboarding.

Laziz reserves the right to place a temporary hold on your payouts if we have a reasonable basis to suspect fraud, a breach of this Agreement, or a violation of applicable law. We will notify you of any such hold and work to resolve it promptly.

5.Listing and Deal Obligations

5.1 Accuracy

You are solely responsible for the accuracy, completeness, and legality of all Deals listed on the Platform, including item names, descriptions, photos, pricing, allergen information, and offer availability windows. Listings must reflect items you are actually prepared to fulfill at the stated price within the stated window.

5.2 Pricing

The discounted price displayed to Consumers must be a genuine reduction from your standard menu price. You may not inflate your standard price solely to manufacture an artificial discount. Laziz reserves the right to remove any Deal it reasonably determines to be misleadingly priced.

5.3 Immediate Preparation Upon Order

You will be notified of each incoming order immediately upon a Consumer completing checkout. You agree to begin preparing the order upon receipt of that notification. Because preparation begins immediately, cancellations and refunds are handled solely between you and the Consumer at your discretion. Laziz does not adjudicate or process cancellation or refund requests on your behalf.

5.4 Pickup Window

You must make each ordered item available for Consumer pickup within the time window specified in your Deal listing. If you are unable to fulfill a confirmed order, you must notify the Consumer directly and promptly. Repeated fulfillment failures may result in account suspension or termination under Section 9.

5.5 Prohibited Listings

You may not list items that: (a) require a license you do not hold (e.g., alcoholic beverages without an ABC license); (b) are unsafe, expired, or otherwise unfit for consumption; (c) make unauthorized health or medical claims; or (d) violate any applicable law or regulation. Laziz reserves the right to remove prohibited listings immediately and without prior notice.

6.Food Safety and Regulatory Compliance

You bear exclusive and ongoing responsibility for compliance with all applicable food safety laws and regulations, including the FDA Food Safety Modernization Act (FSMA), applicable state and local health codes, and all public health department requirements. You represent and warrant that:

• —All food items listed and prepared through the Platform are safe for consumption and prepared in a licensed, inspected facility;
• —Your premises and staff comply with applicable food handler certification requirements at all times;
• —You will immediately notify Laziz at support@laziz.co upon receipt of any regulatory action, health department citation, or credible food safety complaint related to items sold through the Platform.

Laziz reserves the right to immediately suspend your account upon receipt of a credible food safety complaint or notice of regulatory action, pending resolution.

7.Merchant Representations and Warranties

You represent and warrant to Laziz on an ongoing basis that:

• —You have full legal authority to enter into and perform this Agreement;
• —All information provided to Laziz, including business details and tax identification numbers, is accurate and current;
• —Your participation on the Platform does not violate any agreement to which you are a party, including any exclusivity obligations with third-party delivery or marketplace platforms;
• —You will maintain all required licenses and permits for the duration of this Agreement;
• —All content and images you submit to the Platform are owned by you or licensed for your use and do not infringe any third-party intellectual property rights.

8.Intellectual Property

By submitting photos, logos, menu content, or other materials to the Platform, you grant Laziz a non-exclusive, royalty-free, worldwide, sublicensable license to use, reproduce, display, and distribute such materials solely for the purpose of operating and promoting the Platform, including featuring your business in marketing materials. You retain ownership of all content you submit.

You may not use the Laziz name, logo, or trademarks in any external marketing, signage, or promotional materials without Laziz’s prior written consent. Laziz may provide approved co-branding assets upon request to merchants@laziz.co.

9.Suspension and Termination

9.1 Termination by Merchant Partner

You may terminate this Agreement at any time by providing written notice to merchants@laziz.co and deactivating your merchant account through the portal. Termination does not affect obligations arising from transactions completed prior to the termination date, including payout obligations owed to you by Laziz.

9.2 Suspension or Termination by Laziz

Laziz may suspend or permanently terminate your account, with or without notice, for:

• —Violation of this Agreement, the Terms of Service, or any applicable law;
• —Repeated failure to fulfill confirmed orders;
• —A credible food safety complaint or regulatory action;
• —Submission of fraudulent information during onboarding or at any subsequent time;
• —Chargebacks, fraudulent transactions, or abuse of the payout system;
• —Any conduct that Laziz determines, in its sole reasonable discretion, to be harmful to Consumers, Merchant Partners, or the integrity of the Platform.

9.3 Effect of Termination

Upon termination, your access to the merchant portal and the Platform will be revoked. Any Net Payouts earned for completed transactions prior to termination will be remitted on the next scheduled payout date, subject to any outstanding disputes or holds. Sections 3, 6, 7, 8, 10, and 11 survive termination.

10.Indemnification

You agree to indemnify, defend, and hold harmless Laziz, Askae, LLC, and their respective affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your breach of this Agreement or the Terms of Service; (b) your listings, Deals, or food products; (c) any food safety incident or regulatory violation involving your business; (d) your violation of any applicable law; or (e) any claim by a Consumer arising from a transaction with your business.

11.Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LAZIZ’S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL NET PAYOUTS REMITTED TO YOU IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL LAZIZ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement that cannot be resolved informally shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in San Jose, California. The arbitrator’s award shall be final and binding. Each party waives any right to a jury trial with respect to any dispute arising under this Agreement.

13.Modifications

Laziz may modify this Agreement at any time. Material changes will be communicated via email to the address on your merchant account no less than thirty (30) days before taking effect, except where a shorter notice period is required by law or necessary to address an urgent safety, legal, or security matter. Your continued use of the Platform after the effective date of any modification constitutes acceptance of the revised Agreement.

14.Contact

For questions about this Agreement, partnership inquiries, or merchant support: