1. Agreement and Acceptance

These Merchant Terms and Conditions (the "Agreement") are entered into by and between BiGBABS LLC, an Illinois limited liability company ("Company," "we," "us," or "our"), and the business identified during registration ("Merchant," "you," or "your"). This Agreement governs your listing of goods, your use of the Company's delivery and technology platform, mobile applications, and related services (collectively, the "Platform"), and the fulfillment of orders arranged through the Platform.

By registering a merchant account, listing goods, accepting orders, electronically signing this Agreement, or otherwise using the Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, you must not access or use the Platform.

The individual accepting this Agreement represents that they are authorized to bind the Merchant and its business entity to these Terms.

2. Definitions

• "Merchant" means the business, including its owners, employees, and authorized representatives, that offers Goods for sale and delivery through the Platform.
• "Customer" means the end user who places an order for Goods through the Platform.
• "Driver" means an independent contractor who transports Goods from the Merchant to the Customer.
• "Goods" means any items you offer through the Platform, including food, beverages, beauty and personal care products, pet supplies, pharmacy and health items, groceries, and other general merchandise.
• "Order" means a Customer request to purchase Goods submitted through the Platform.
• "Merchant Content" means menus, product listings, descriptions, prices, images, logos, trademarks, and other materials you provide or make available through the Platform.
• "Commission" means the percentage or fee retained by the Company from each Order as consideration for use of the Platform and related services.
• "Net Proceeds" means amounts payable to you for completed Orders after deduction of Commission, fees, refunds, chargebacks, and lawful adjustments.

3. Relationship of the Parties

You and the Company are independent contracting parties. Nothing in this Agreement creates a partnership, joint venture, franchise, agency, or employment relationship between the parties.

• You operate an independent business and retain full control over your operations, staffing, pricing decisions, and the preparation and packaging of Goods.
• The Company provides a technology platform and delivery logistics that connect you with Customers and Drivers; the Company does not manufacture, prepare, inspect, or take title to your Goods.
• This Agreement is non-exclusive. You may sell Goods through your own channels and through other platforms, and the Company may work with any number of other merchants, including competitors.
• Neither party has authority to bind the other or to make representations on the other's behalf except as expressly permitted in this Agreement.

4. Merchant Eligibility and Onboarding

To list Goods on the Platform, you must satisfy and continuously maintain the following requirements:

• Be a duly formed and validly existing business in good standing, or a lawfully operating sole proprietorship, authorized to sell the Goods you list.
• Hold and maintain all licenses, permits, registrations, and certifications required to sell and prepare your Goods, including food service, health, pharmacy, and other regulatory approvals as applicable.
• Provide accurate business, banking, and tax information and keep it current.
• Designate at least one authorized representative to manage your account and accept Orders.
• Maintain the equipment and connectivity needed to receive and confirm Orders through the Platform.
• Comply with all applicable federal, state, and local laws governing your business and the Goods you sell.

Providing false, incomplete, or misleading information during onboarding or thereafter is grounds for immediate suspension and termination of this Agreement.

5. Listings, Menus, and Merchant Content

• You are solely responsible for the accuracy, completeness, and legality of all Merchant Content, including item names, descriptions, ingredients, allergens, prices, availability, and images.
• You must promptly update your listings to reflect current availability, pricing, and any changes to Goods, and you must remove items you can no longer fulfill.
• Prices listed on the Platform must not be misleading, and you are responsible for honoring the prices presented to Customers at the time of Order, except in cases of manifest error.
• Images and descriptions must accurately represent the actual Goods provided and must not infringe any third party's rights.
• You grant the Company a non-exclusive, royalty-free, worldwide license to use, display, reproduce, and distribute Merchant Content for the purpose of operating, marketing, and promoting the Platform and your listings.
• The Company may, but is not obligated to, format, resize, or moderate Merchant Content and may decline to display content that violates this Agreement or applicable law.

6. Order Acceptance and Fulfillment

When you accept an Order through the Platform, you agree to fulfill it accurately and in a timely manner. You specifically agree to:

• Prepare Goods in accordance with the Customer's Order, including selections, substitutions where authorized, and special instructions.
• Package Goods securely, appropriately, and in tamper-evident packaging where required, so they can be transported safely by a Driver.
• Keep hot, cold, frozen, fragile, and regulated Goods properly separated and protected to preserve safety and quality.
• Have Orders ready for pickup within a reasonable time and update the Platform promptly if an item is unavailable or an Order will be delayed.
• Not require Drivers to perform tasks beyond safe pickup and transport of the Goods.
• Maintain accurate records and cooperate with the Company to resolve Order errors, missing items, or quality complaints.

7. Product Safety, Compliance, and Regulated Goods

You bear full responsibility for the safety, quality, and legal compliance of your Goods. Depending on the categories you offer, you agree to the following category-specific obligations:

• Food and Beverage: Comply with all food safety, sanitation, labeling, and allergen-disclosure laws, maintain required health permits, and ensure proper temperature control during preparation and packaging.
• Pharmacy and Health Items: Hold all required pharmacy and dispensing licenses, comply with applicable health-information and prescription-handling laws, and clearly identify any items requiring identity verification, age verification, or signature on delivery.
• Beauty and Personal Care: Ensure products are properly labeled, sealed, and compliant with applicable cosmetic and consumer-safety regulations.
• Pet Supplies: Ensure any consumable, perishable, or regulated pet items comply with applicable labeling and safety requirements.
• Grocery and General Merchandise: Provide accurate weights, quantities, and expiration information, and comply with all applicable product-safety and labeling laws.
• Age-Restricted or Regulated Goods: Only list such Goods where you are legally permitted to sell them, clearly flag them in the Platform, and provide the Company with any information needed to enforce age or identity verification at delivery.

You are responsible for any recall, defect, contamination, or safety issue associated with your Goods and must notify the Company immediately of any such issue affecting Orders placed through the Platform.

8. Pricing, Commission, and Fees

• You set the retail prices for your Goods, subject to any pricing policies disclosed through the Platform, and you agree not to charge Platform Customers prices that are materially higher than your in-store prices unless disclosed.
• In consideration for the Platform and related services, the Company retains a Commission and any applicable service, delivery, or processing fees, as set out in your merchant onboarding materials or as updated from time to time.
• The Company may offer optional marketing, promotional, or placement services for additional fees, which you may accept or decline.
• Fee and Commission structures may change, and the Company will provide notice of material changes. Continued use of the Platform after a change takes effect constitutes acceptance of the updated structure.
• Promotions or discounts you elect to offer through the Platform are funded by you unless the Company expressly agrees in writing to share the cost.

9. Payments, Settlement, and Payouts

• The Company or its third-party payment processor collects payment from Customers on your behalf at the time of Order.
• The Company will remit Net Proceeds to you on the settlement schedule and through the payment method made available on the Platform, subject to processing by third-party payment providers.
• You are responsible for maintaining accurate banking and payout information. The Company is not liable for delays or failed transfers caused by inaccurate information you provide.
• The Company may withhold, offset, or reverse amounts to cover refunds, chargebacks, adjustments, fees, overpayments, or amounts you owe the Company, subject to applicable law.
• The Company may establish reasonable reserves or holdbacks where necessary to manage refund, chargeback, or fraud risk, and will release such amounts in accordance with its policies.

10. Taxes

You are responsible for determining, collecting, reporting, and remitting all taxes applicable to the sale of your Goods, except where the Company is required by law to collect and remit certain taxes on your behalf as a marketplace facilitator.

• Where the Company acts as a marketplace facilitator, it will collect and remit the applicable sales or transaction taxes as required by law, and you agree to cooperate by providing accurate tax classification information.
• You remain responsible for your own income, business, and other taxes arising from your operations.
• You agree to provide a valid taxpayer identification number and any tax documentation the Company reasonably requests, and the Company may issue tax forms reflecting amounts paid to you where required.

11. Refunds, Cancellations, and Chargebacks

• The Company may issue refunds or credits to Customers for missing, incorrect, damaged, unsafe, or undelivered Goods, or where otherwise required by law or the Company's Customer policies.
• Where a refund or chargeback results from your act or omission, including incorrect, incomplete, spoiled, or unsafe Goods, the associated amount may be deducted from your Net Proceeds or invoiced to you.
• You agree to cooperate in good faith to investigate and resolve Order disputes and to provide records or evidence as reasonably requested.
• Repeated or excessive refunds, complaints, or quality issues attributable to you may result in additional review, fees, suspension, or termination.

12. Intellectual Property and Marketing License

The Platform, including all software, trademarks, logos, and content owned by the Company, remains the property of the Company or its licensors. The Company grants you a limited, non-exclusive, non-transferable, revocable license to use the Platform solely to offer and fulfill Orders under this Agreement.

• You grant the Company a non-exclusive, royalty-free license to use your business name, logos, trademarks, and Merchant Content to list, operate, promote, and market your offerings on and off the Platform.
• Neither party may use the other's trademarks in a manner that is disparaging, misleading, or outside the scope of this Agreement.
• Each party retains all rights in its own intellectual property not expressly licensed under this Agreement.
• Any feedback you provide about the Platform may be used by the Company without restriction or obligation to you.

13. Data Protection and Privacy

• Each party will comply with all applicable privacy and data-protection laws in connection with this Agreement.
• Customer information made available to you through the Platform may be used only to fulfill Orders and provide related support, and not for independent marketing, resale, or unrelated purposes unless the Customer separately consents.
• You will implement reasonable administrative, technical, and physical safeguards to protect any personal information you access or process.
• You will handle sensitive information, including any pharmacy or health-related data, in accordance with applicable confidentiality and data-protection requirements.
• You will promptly notify the Company of any actual or suspected data breach affecting information obtained through the Platform.

14. Insurance and Compliance

• You will maintain, at your own expense, commercially reasonable insurance appropriate to your business, including general liability and, where applicable, product liability coverage, in amounts sufficient to cover your obligations under this Agreement.
• You will provide proof of insurance upon the Company's reasonable request.
• You will maintain all licenses, permits, and certifications required for your business and Goods and will provide evidence of compliance upon request.
• You are responsible for compliance with all laws applicable to your business, including labor, health, safety, consumer-protection, and product-specific regulations.

15. Representations and Warranties

You represent and warrant, on a continuing basis, that:

• You have the full right, power, and authority to enter into and perform this Agreement.
• Your Goods are safe, lawful, accurately described, and fit for their intended purpose, and comply with all applicable laws and standards.
• Your Merchant Content is accurate and does not infringe or misappropriate any third party's intellectual property, privacy, or other rights.
• You hold all licenses and permits required to sell and prepare your Goods.
• You will not use the Platform in any manner that violates law or this Agreement.

16. Prohibited Conduct

You agree that you will not, directly or indirectly:

• List, sell, or deliver any illegal, counterfeit, recalled, unsafe, or prohibited Goods, or Goods you are not licensed to sell.
• Misrepresent your Goods, prices, availability, business identity, or licensing status.
• Engage in fraud, including manipulating Orders, fabricating transactions, or falsifying records or fulfillment status.
• Circumvent the Platform to divert Platform Customers or avoid Commission or fees in a manner that breaches this Agreement.
• Discriminate against, harass, or endanger Customers, Drivers, or Company personnel.
• Interfere with, reverse engineer, or attempt unauthorized access to the Platform or its systems.
• Use the Platform for any unlawful purpose or in violation of any applicable law or regulation.

Violation of this Section may result in immediate suspension, withholding of disputed amounts where permitted by law, termination, and referral to authorities.

17. Disclaimers, Limitation of Liability, and Indemnification

The Platform is provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant that the Platform will be uninterrupted, error-free, or continuously available, and does not guarantee any particular volume of Orders or level of sales.

To the maximum extent permitted by law, the Company and its affiliates will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or business opportunities, arising out of or related to this Agreement or your use of the Platform. The Company's total aggregate liability arising out of this Agreement will not exceed the total Commission and fees actually received by the Company from your Orders in the three (3) months preceding the event giving rise to the claim.

You agree to indemnify, defend, and hold harmless the Company, its members, officers, affiliates, and Drivers from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to your Goods, your Merchant Content, your business operations, your negligence or misconduct, your violation of this Agreement, or your violation of any law or third-party right, including claims of illness, injury, defect, or product liability associated with your Goods.

18. Term, Suspension, and Termination

• This Agreement begins when you accept it and continues until terminated by either party.
• You may terminate this Agreement at any time by ceasing to list Goods and closing your merchant account, subject to fulfillment of any Orders already accepted.
• The Company may suspend or terminate your access at any time, with or without cause, and where practicable with notice, subject to applicable law.
• The Company may suspend or terminate immediately for safety concerns, fraud, regulatory issues, material breach, failed verification, or conduct that poses a risk to Customers, Drivers, or the public.
• Upon termination, you must stop using the Platform, and the Company will remit any undisputed Net Proceeds owed to you, less lawful adjustments.
• Sections relating to fees owed, taxes, data protection, intellectual property, liability, indemnification, dispute resolution, and governing law survive termination.

19. Dispute Resolution and Arbitration

Please read this Section carefully, as it affects your legal rights. The parties will first attempt to resolve any dispute informally by contacting one another and negotiating in good faith for at least thirty (30) days.

• If informal resolution fails, any dispute arising out of or relating to this Agreement will be resolved by final and binding arbitration administered on an individual basis, except for claims that may be brought in small claims court.
• Arbitration will be conducted in the State of Illinois, or another mutually agreed location, in accordance with the rules of a recognized arbitration provider.
• To the extent permitted by law, the parties waive the right to a jury trial and agree that disputes will be brought only in an individual capacity and not as part of any purported class or representative proceeding.
• Nothing in this Section prevents either party from seeking injunctive or equitable relief to protect intellectual property or confidential information.
• If any portion of this arbitration provision is found unenforceable, the remainder will continue in effect, and any non-arbitrable claims will be resolved in the courts identified in Section 20.

20. Governing Law and Venue

This Agreement is governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict-of-laws principles. Subject to the arbitration provision in Section 19, any action that may be brought in court will be filed exclusively in the state or federal courts located in Illinois, and you consent to the personal jurisdiction of those courts.

21. Modifications to These Terms

The Company may update or modify this Agreement at any time. When we make material changes, we will provide notice through the Platform or by other reasonable means and update the effective date above. Your continued use of the Platform or acceptance of Orders after the changes take effect constitutes your acceptance of the revised Agreement. If you do not agree to the changes, you must stop using the Platform.

22. General Provisions

• Entire Agreement: This Agreement, together with any policies referenced within it, constitutes the entire agreement between you and the Company regarding its subject matter and supersedes all prior agreements.
• Severability: If any provision is found invalid or unenforceable, the remaining provisions will remain in full force and effect.
• No Waiver: The Company's failure to enforce any provision is not a waiver of its right to do so later.
• Assignment: You may not assign this Agreement without the Company's prior written consent. The Company may assign this Agreement freely.
• Force Majeure: Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Notices: The Company may provide notices to you through the Platform or the contact information associated with your account.
• Headings: Section headings are for convenience only and do not affect interpretation.

23. Contact Information

If you have questions about this Agreement or need support, you may contact the Company at the following:

• BiGBABS LLC
• Merchant Support: support@bigbabs.com