WELLIO BUY BUTTON PILOT
PROGRAM PARTICIPATION AGREEMENT

This Agreement is between you (“You” or “Participant”) and Wellio, Inc. (“Wellio”). Please read it carefully and contact us if you have any questions.

What Wellio Provides to You:
Wellio grants You a limited, non-exclusive, non-transferable, and revocable license to use Pilot Program features, including a “buy button” feature connected to the Wellio platform. Wellio is providing you with Pilot Program features for the limited purpose of evaluating consumer interest in ordering meals on the Wellio platform based on content (including recipes, photographs and images) originating from Your website(s) (“Your Content”). Welio may terminate or suspend this license at any time, with or without cause or notice to you. Wellio may automatically update Pilot Program features at any time, and You agree that this Agreement applies to those updates.

What You Can Do:
You may use Pilot Program features, but only if you can form a binding contract with Wellio and only if You are in compliance with this Agreement all applicable laws. Any use or access by anyone under the age of 13 is prohibited. If you open an account on behalf of a company other entity, you represent that you can bind such entity, in which case “You” or “Your” shall refer to such entity. You must provide us with accurate and complete information when You sign-up for the Pilot Program.

What You Provide to Wellio:
You grant Wellio a perpetual, non-exclusive, royalty-free, transferable, sublicensable, worldwide license to collect, use, store, display, reproduce, save, modify, create derivative works, perform, and distribute your Your Content solely for the purposes of operating, developing, providing, and using Wellio products and services. Nothing in this Agreement shall restrict other legal rights Wellio may have to Your Content. Wellio reserves the right to remove or modify Your Content for any reason, including Your Content that Wellio believes violates this Agreement or its policies. You also agree to provide reasonable feedback about Wellio product features, and that Wellio shall own and may use the feedback without restriction or compensation to You.

What Does this Agreement Not Do:
Nothing contained in this Agreement will be interpreted as (1) granting You any ownership rights to Wellio’s intellectual property rights, or (2) making either party a partner, joint venturer or employee of the other party for any purpose.

How Long Does this Agreement Last:
This agreement will remain in effect for 12 months after the date that You sign-up for the Pilot Program. Either party may terminate this agreement for any reason upon 30 days notice.

Disclaimer:
You understand and agree that Wellio does not guarantee that Pilot Program features will operate as intended or be accurate or error-free and and may be substantially modified prior to first commercial release or, at Wellio’s option, may not be released commercially in the future. SPECIFICALLY, PILOT PROGRAM FEATURES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND WELLIO DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY.

Limitation of Liability:
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WELLIO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES. IN NO EVENT SHALL WELLIO’s AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PILOT PROGRAM EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00).