User Agreement Beanshe Expert
dated March 13, 2025

1. TERMS AND DEFINITIONS
In this User Agreement, the following words and expressions have the following meanings:
1.1. Riva Capital LLC means the company that owns or licensees all intellectual property rights to Beanshe Expert.
1.2. Account means the Supplier's account in the Beanshe Experta pp.
1.3. Account Manager means the responsible person of Riva Capital LLC managing the Supplier's account in the Beanshe Expert app.
1.4. Agreement means a legal document concluded between the Seller and the Supplier, which determines the commercial terms and regulations for interaction between the Seller and the Supplier when using the Beanshe Expert app in accordance with this User Agreement and the legislation in force in the Territory.
1.5. Additional Fee means the fee specified in the Agreement or such other amount as the parties may agree in writing from time to time in connection with the provision of any Additional Services.
1.6. Additional Services means any ancillary services (if any) to Beanshe Expert as described in the Order Form, which may include additional training.
1.7. Agreement means the agreement between the Supplier and Beanshe Expert, including: the Agreement, the Privacy Policy, the Registration Documents required to connect to and use the Beanshe Expert app and, if applicable, any Additional Services.
1.8. App means the Beanshe Expert mobile application through which the app makes its services available to end users.
1.9. Authorised User means a person authorised by the Supplier to access and use Beanshe Expert on behalf of the Supplier.
1.10. Business Day means a business day of the Supplier.
1.11. Commencement Date means the date on which the Supplier will have access to Beanshe Expert as determined by the parties in the Agreement.
1.12. Confidential Information means information that is designated as confidential or proprietary by either party or that is clearly confidential or proprietary in nature.
1.13. Data Protection Laws means the Personal Data Protection Act of the Territory and other relevant legislation.
1.14. Data Processing Agreement means the Supplier’s data processing agreement.
1.15. End User means a user of the Application who is also a customer of the Supplier.
1.16. Extended Term means the period for which the Agreement will be extended after the expiry of the Initial Term.
1.17. Fees means the Service Fees and any Additional Fees and/or any other amount that is payable under the Agreement or that the parties may from time to time agree in writing by addendum to the Agreement.
1.18. Incentives mean the incentives offered to the Supplier by Riva Capital LLC, which are specified in the Agreement or otherwise agreed upon by the parties in writing at the relevant time.
1.19. Initial Term means the period specified in the Agreement.
1.20. Registration Documents mean the documents provided by the Supplier to the Seller to confirm and identify the Supplier upon conclusion of the Agreement, as well as for completion as part of the Supplier registration process in Beanshe Expert, including (but not limited to): Information about the legal entity, information about the coffee shop (including information about the hours and working hours of the coffee shop, its menu, address, contact information, other information about the Supplier), advertising and presentation materials, photos and (or) videos of the Supplier's goods.
1.21. Payment Processing Fees means the payment gateway processing fees and/or any transaction fees charged for processing online payments, including but not limited to credit card, debit card payments.
1.22. Products means the Supplier’s beverages and food products that are available for purchase by End Users through the Application.
1.23. Purchase Price means the payment received from End Users for the purchase of Products made through the Application.
1.24. Reward means any free Product, discount or other reward that an End User is entitled to receive from the Merchant under the applicable Rewards Program.
1.25. Rewards Program means the loyalty rewards scheme offered by the Merchant to End Users through the Application.
1.26. SDK means the software code provided by the Beanshe Expert application for integration into the Supplier’s system, and any associated documentation relating to the integration of Beanshe Expert with the Supplier’s system (if technically feasible for the Supplier).
1.27. Service Fee means the fee payable by the Supplier to the Beanshe Expert application as a consideration for any New User and in accordance with the terms and conditions set out in the Agreement.
1.28. Shop Hours have the meaning, set out in the Agreement.
1.29. Term means the Initial Term and any Extended Term(s).
1.30. Terms of Service means these terms and conditions of service, as amended from time to time.
1.31. Territory means the territory in which the Supplier may use Beanshe Expert as set out in the Agreement.
1.32. VAT means value added tax.
1.33. Supplier or you means the person set out in the Agreement.
1.34. Supplier Data means the data that the Supplier provides to the Beanshe Expert app and that is displayed on the Beanshe Expert app.
1.35. Supplier Information means the content and information that the Supplier makes available to the Beanshe Expert app as set out in the Agreement.
1.36. Supplier Menu Information has the meaning set out in the Agreement.
1.37. Supplier System means the Supplier’s point of sale system (or a third party point of sale system used by Supplier).
1.38. Virus means anything or device (including any software, code, file or program) that may: interfere with, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, hardware or network or any other service or device.

2. ACCESS TO THE BEANASHE EXPERT APP SERVICE
2.1.1. The Beanshe Expert App grants Supplier a non-exclusive, non-transferable licence during the Term to access, use and enable Authorised Users to access and use the Beanshe Expert App in accordance with the terms of the Agreement.
2.1.2. Any payment processing fees will be paid by the Seller.
2.1.3. The Supplier shall not be entitled to sublicense the rights granted in paragraph 2.1.1. except to the extent necessary to enable Authorized Users to access and use the Beanshe Expert App Service.
2.1.4. If so specified in the Order Form, Beanshe Expert App will provide the Seller with Additional Services and/or Incentives.
2.1.5. The Supplier shall ensure that all Authorized Users are aware of the terms of the Agreement and act in accordance with them.
2.1.6. The Supplier shall treat any username and password used to access the Beanshe Expert App Service or account as confidential information and shall not disclose such information to any third party (other than Authorized Users), and shall take appropriate precautions in accordance with good industry practice to prevent unauthorized access to the Beanshe Expert App Service.
2.1.7. The Supplier shall ensure that each Authorised User keeps any username and password provided or created by such Authorised User for use of Beanshe Expert secure and confidential and shall not disclose such username and password to any third party.
2.1.8. The Supplier is responsible for maintaining the confidentiality of its Supplier Account login details and for any activities that occur under its Supplier Account, including the activities of Authorised Users.
2.1.9. The Supplier shall prevent any unauthorised access to or use of Beanshe Expert and shall promptly notify Beanshe Expert of any such unauthorised access or use. If the Supplier has any concerns regarding its Account login details or believes that any of them may have been misused, the Supplier shall notify Beanshe Expert at partners@beanshe.com and the Account Manager. Supplier shall immediately notify Beanshe Expert if Supplier becomes aware that the login details of any Authorized User have been lost, stolen or otherwise compromised.
2.1.10. Supplier shall indemnify and hold Beanshe Expert and its agents and contractors harmless from and against any loss, damage, claim, liability or expense (including reasonable attorneys' fees) arising out of or in connection with a claim made by an end user or any other third party in connection with Supplier's use of Beanshe Expert (except to the extent caused by the negligence of Beanshe Expert).
2.1.11. The Supplier accepts, represents and undertakes that it will be a party to the purchase and sale agreement that will be concluded with the End Users in accordance with consumer protection legislation, it will be solely responsible for the obligations arising from the relevant agreement and consumer protection legislation in the event that the End Users contact the Beanshe Expert Application due to issues such as delay in your order, delivery of defective products, and Beanshe Expert App is obligated to pay any amount to End Users in connection therewith, Supplier shall indemnify Beanshe Expert App for all losses, Beanshe Expert App shall have the right to deduct such losses from payments payable to Seller under this Agreement.
2.2. Rewards Programs
2.2.1. Supplier shall participate in and comply with the terms of any rewards programs detailed in the onboarding documentation (or otherwise agreed upon in writing by the parties from time to time).
2.2.2. Beanshe Expert App shall independently enroll End Users and new Users in Supplier’s rewards programs.
2.2.3. Supplier shall be responsible for all costs associated with any Rewards awarded (or to be awarded) to End Users through Supplier’s Rewards Program.
2.2.4. Upon termination or expiration of the Agreement, Supplier will continue to provide Rewards to End Users who use their Rewards for a period of at least six (6) months after the effective date of termination or expiration. In the event that Supplier fails to do so and, as a result, third parties access the Beanshe Expert App, Article 2.2.5 will apply.
2.2.5. Supplier will indemnify and hold Beanshe Expert and its agents and contractors harmless from and against any loss, damage, claim, liability or expense (including reasonable attorneys’ fees) arising out of or in connection with a claim brought by an End User or any other third party in connection with Supplier’s breach of any provision of Section 3 (except where caused by Beanshe Expert’s negligence).
2.2.6. Supplier will not be charged any additional fees for End Users’ use of Rewards.
2.2.7. The Beanshe Expert App may from time to time offer a branded rewards program, the implementation of which shall be discussed and agreed with the Supplier.

3. SUPPLIER'S RESPONSIBILITIES
3.1. The Supplier shall:
3.1.1. comply with all applicable laws and regulations regarding the use of Beanshe Expert and its activities under the Agreement, including any applicable food safety laws;
3.1.2. obtain and maintain all necessary licenses, consents and permissions required by Beanshe Expert to perform its obligations to End Users in accordance with the terms of the Agreement;
3.1.3. use Beanshe Expert in accordance with the terms of the Agreement and shall be responsible for any acts and omissions related to the use of Beanshe Expert by its Authorized Users;
3.1.4. ensure that it will terminate the Authorised User’s right to access and use Beanshe Expert and notify the Supplier on the date of termination of the Authorised User’s employment or other relationship with the Supplier;
3.1.5. notify Beanshe Expert in writing if there are any changes to any of the Supplier details provided in the Order Form, any changes to any Supplier Information and/or any changes to any information in the Registration Documents. Any such changes will not apply unless and until agreed by Beanshe Expert in writing;
3.1.6. be solely responsible for providing and maintaining its network connections and telecommunications links from its systems for access to and use of Beanshe Expert; and shall not do, or allow any Authorized User or other person to do, any of the following:
a) use Beanshe Expert to access, store, distribute or transmit any virus or material that is unlawful, harmful, threatening, libelous, abusive, obscene, infringing, harassing or racially or ethnically offensive;
b) use Beanshe Expert in any unlawful manner or that causes damage or injury to any person or property;
c) use any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” to access Beanshe Expert in a manner that sends more request messages to Beanshe Expert than a human could reasonably generate in the same period of time;
d) attempt to interfere with or compromise the integrity or security of Beanshe Expert, and Beanshe Expert App reserves the right, without liability or prejudice to its other rights under the Agreement, to disable its Account or access to all or any part of Beanshe Expert by any Authorized User for any breach of any provision of this clause 3.1.6. (d).

3.2 In relation to Products, Supplier shall:
3.2.1. ensure that all Products are available for purchase through the App by End Users during Supplier’s Business Hours;
3.2.2. ensure that the information on the Supplier’s menu is accurate;
3.2.3. ensure that all Products comply with the Supplier Information provided by Supplier in the Beanshe Expert App and as set out in the Beanshe Expert App;
3.2.4 comply with all applicable laws and regulations (including food, health and safety laws and regulations) regarding the preparation and storage of Products;
3.2.5. be solely responsible for the execution of all Supplier Rewards Programs and the provision of all rewards to End Users;
3.2.6. ensure that all Products are ready for pick-up by Beanshe Expert End Users no later than the Product pick-up time specified when End Users place an order in Beanshe Expert;
3.2.7. set any Product to “Stop List” status in the App if the Product is sold out and unavailable for purchase by any End User;
3.2.8. ensure that the Products are undamaged and properly packaged for delivery to the End User, and the Supplier shall indemnify and hold Beanshe Expert and its agents and contractors harmless from and against any loss, damage, claim, liability or expense (including reasonable attorneys' fees) arising out of or in connection with any claim brought by the End User or any other third party as a result of the Supplier's breach of any provision of this Section 4.8 (except where caused by Beanshe Expert's negligence).

3.3. The Supplier shall fulfill the End User's order free of charge,
and the End User shall receive bonus points in the Application in the same amount, which can be used for a future purchase of Products from the Supplier using the bonus points accrued by the Seller in the following cases:
3.3.1. if the Supplier does not accept the order for Products within 5 minutes of receiving a notification from the Application about the need to start preparing the Products;
3.3.2. if the Supplier fails to prepare any Products for pick-up by the End User or upon expiration of the Product preparation time while simultaneously transferring the End User’s order to the “Started to cook” status;
3.3.3. if any material defects are found on the packaging of the Products being transferred;
3.3.4. if any material errors are found in the Supplier Information provided by the Supplier to Beanshe Expert and uploaded to the Beanshe Expert app, and any End User cancels the order for Products as a result of the error;
3.3.5. if the End User is provided with the wrong Products;
3.3.6. if the order is accepted by the Supplier, but the Product is not provided to the End User;
3.3.7. if there is a foreign object in the Products;
3.3.8. if any Product is out of stock, but the Supplier has not transferred the Product status in the App to “Stop list”;
3.3.9. if the Supplier or its employees behave inappropriately towards any End User.

3.5. If the Supplier cancels the End User’s order for any Product accepted by the Supplier, before the End User picks up the Product, the Supplier will be 100% liable for the refund of the price of the cancelled order to the End User.

3.6. The Beanshe Expert application may monitor the use of Beanshe Expert by the Supplier and Authorized Users to ensure the quality and improvement of Beanshe Expert, and to verify the Supplier’s compliance with the Agreement.

4. INTELLECTUAL PROPERTY RIGHTS
4.1. Riva Capital LLC is the owner or licensee of all intellectual property rights in Beanshe Expert. Beanshe Expert is protected by copyright and other laws throughout the world. All such rights are reserved. Except as expressly provided in the Agreement, Beanshe Expert does not grant the Supplier any rights or licenses in or to Beanshe Expert. Supplier will not, when using Beanshe Expert:
a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any part of Beanshe Expert in any form, media or by any means;
b) attempt to decompile, disassemble, reverse engineer or otherwise reduce to a human-perceivable form all or any part of Beanshe Expert;
c) attempt to adapt, modify, duplicate, create derivative works from, record or otherwise reproduce any part of Beanshe Expert;
d) access all or any part of Beanshe Expert for the purpose of creating a product or service that competes with Beanshe Expert, or use or attempt to use Beanshe Expert to directly compete with Beanshe Expert;
e) remove or delete any proprietary or intellectual property notices contained in Beanshe Expert;
f) make any copies of Beanshe Expert.
4.2. The Supplier, if technically feasible, shall provide Appendix Beanshe Expert has the right to access, download and use Supplier Data for the following purposes:
a) to provide Supplier with the analysis of Supplier Data in accordance with the functionality of Beanshe Expert;
g) to develop, test, improve and modify the functionality of Beanshe Expert and to create anonymous or anonymous and aggregated statistical reports and research.

4.3. Supplier represents and warrants to Beanshe Expert that it has the necessary rights, title, interest and consent in each case necessary for Beanshe Expert to use Supplier Data in accordance with the Agreement. Supplier shall maintain a backup copy of Supplier Data and Beanshe Expert shall have no liability for the deletion, correction, modification, destruction, damage, loss, disclosure or failure to store any Supplier Data.

4.5.. Beanshe Expert may use the Supplier’s name, logo and related trademarks and other information about the Supplier in any advertising or marketing materials for the Beanshe Expert app (whether printed or online) for the purpose of highlighting the Supplier’s use of Beanshe Expert,
and together with any testimonials that the Supplier has agreed to provide. The Supplier grants Beanshe Expert such rights as are necessary to use its name, logo, related trademarks, testimonials and other information about the Supplier for the purposes of this clause.

4.6. The Supplier agrees to provide Beanshe Expert with regular feedback regarding its use of the Beanshe Expert service.

5. DATA PROTECTION
5.1. To the extent that the Beanshe Expert app processes any personal data on behalf of the Supplier as a processor or sub-processor as a result of hosting Supplier data or otherwise as a result of the Supplier’s use of Beanshe Expert, it does so in accordance with the Data Processing Agreement.
5.2. In the event that the Beanshe Expert App processes personal data of end users who have placed orders for products through the Beanshe Expert App service, the parties agree that the Beanshe Expert App will act as a controller and will process such personal data in accordance with its Privacy Policy.
5.3. Each party will ensure that personal data processed in connection with the Agreement is in accordance with data protection laws.
5.4. For the purposes of this Agreement, the terms “controller”, “processor”, “data subject”, “personal data” and “process” have the same meaning as in the Data Protection Laws.

6. CONFIDENTIAL INFORMATION
6.1. Each party may access Confidential Information from the other party for the purpose of performing its obligations under the Agreement. A party’s Confidential Information shall not be deemed to include information that:
a) is or becomes generally known in the public domain other than by any act or omission of the receiving party;
b) was in the lawful possession of the other party prior to disclosure;
c) was lawfully disclosed to the receiving party by a third party without restriction on disclosure;
d) was independently developed by the receiving party and such independent development can be supported by written evidence; or
e) is required to be disclosed by law, by order of any court of competent jurisdiction or by any regulatory or administrative body.
6.2. Each party shall keep the other party’s Confidential Information confidential and, unless otherwise required by law, shall not make the other party’s Confidential Information available for any purpose other than as necessary to perform the terms of the Agreement.
6.3. Each party shall take all reasonable steps to ensure that the Confidential Information of the other party to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.

7. AVAILABILITY AND SUPPORT
7.1. Beanshe Expert App will use commercially reasonable efforts to ensure that the Beanshe Expert App service is available with a 98% uptime rating, except for:
a) scheduled maintenance, of which it will provide twenty-four (24) hours’ notice; and
b) unscheduled maintenance during normal business hours or at other times of which Beanshe Expert will use reasonable efforts to provide Supplier with prior notice.
7.2. The Beanshe Expert application will, at the Supplier’s request, conduct one training session for the Supplier within ten (10) business days of the commencement date and will use reasonable efforts to provide a level of support and advice on the use of Beanshe Expert that is commensurate with the nature of any issues requiring support or advice during normal business hours in the Territory.
7.3. The Supplier shall provide all support not reasonably necessary for Beanshe Expert to perform its obligations under this clause 7, including providing sufficiently detailed descriptions of problems and updates regarding the performance of the Beanshe Expert service.

8. SUSPENSION AND TERMINATION
8.1. Without prejudice to any other rights and remedies available to Beanshe Expert, Beanshe Expert may terminate the Agreement by giving written notice with immediate effect or by providing such notice as Beanshe Expert may give at its sole discretion if the Supplier:
a) infringes the intellectual property rights of the Beanshe Expert application;
b) violates any applicable laws.
8.2. Without prejudice to any other rights and remedies available to Beanshe Expert, Beanshe Expert may immediately suspend its account and the right of Supplier or any Authorised User to access and use Beanshe Expert without prior written notice to Supplier if:
a) Supplier materially or persistently breaches any term of the Agreement;
b) Supplier is reasonably determined by Beanshe Expert to be in material breach of any term of the Agreement, and for the purposes of this clause 8.2 the parties acknowledge that any breach of clauses 5.1 and 7 shall constitute a material breach of the Agreement.
8.3. Without prejudice to any other rights and remedies available to it, either party may terminate the Agreement at any time with immediate effect upon written notice to the other party, if the other party:
a) materially or persistently breaches any term of the Agreement and such breach cannot be cured, or, if cured, the other party fails to cure the breach within thirty (30) days after receipt of written notice requiring it to cure the breach; or
b) becomes insolvent, declared bankrupt, or becomes the subject of any proceedings such as bankruptcy suspension, concordat or dissolution.
8.4. Upon termination of the Agreement for any reason:
a) all rights and licences granted under the Agreement shall immediately cease and the Supplier’s right to access and use, and authorise Authorised Users to access and use, Beanshe Expert shall cease;
b) each party shall return to the other party or (at the request of the other party) destroy and make no further use of any Confidential Information (and all copies thereof) belonging to the other party (provided that each party may retain documents and materials containing Confidential Information to the extent required by law or any applicable governmental or regulatory authority).
8.5. Account and Data Deletion
The Beanshe Expert application allows the Supplier to request deletion of their profile and all associated data directly through the mobile application interface.
A “Delete Profile” option is available in the app menu.
When selected, a confirmation modal appears. Upon confirming deletion (“Yes, delete”), the system submits a deletion request to the CRM. Once the request is successfully submitted, the user is shown a notification: “Profile deletion request sent.”
The deletion is carried out by a CRM administrator within fourteen (14) calendar days from the date of the request. If needed, the Supplier may expedite the process by contacting customer support via the in-app “Contact us” feature (Telegram, WhatsApp, or phone).
After the expiration or termination of the Agreement, Beanshe Expert may:
a) delete any Supplier Data at any time;
b) retain Supplier Data following termination in order to comply with applicable law or where Beanshe Expert deems it necessary for legal protection. In such cases, data may be retained for a reasonable period until the matter is resolved.
8.6. In each case, the protection of Supplier Data will be governed by the Law. Termination of the Agreement for any reason will not affect any rights or remedies of the parties that arose prior to the date of termination.
13.7. Any provision of the Agreement that expressly or by implication survives or continues to apply after the expiration or termination of the Agreement will survive and remain in full force and effect.

9. LIMITED WARRANTY
9.1. Beanshe Expert is provided on an “AS IS” basis and Beanshe Expert makes no representations, warranties, conditions or other terms of any kind with respect to Beanshe Expert, express or implied, including (but not limited to) warranties of satisfactory quality, merchantability, fitness for a particular purpose or non-infringement.
9.2. Except as expressly provided in the Agreement, all representations, warranties, conditions and all other terms of any kind, whether implied by statute or common law, are, to the fullest extent permitted by law, excluded from the Agreement.
9.3. Beanshe Expert is not responsible for any interruptions, delays, failures or unavailability affecting Beanshe Expert or the performance of Beanshe Expert caused by third party services (including third party websites), errors or malfunctions in third party software, hardware or the Internet that Beanshe Expertrelies on to provide Beanshe Expert functionality.

10. BEANSHE EXPERT LIABILITY
10.1. Beanshe Expert will not be liable to the Supplier, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any losses arising under or in connection with the Agreement in circumstances that fall into any of the following categories: loss (direct or indirect) of profits, goodwill, business, business opportunity, income, turnover or reputation; loss (direct or indirect) of anticipated savings or wasted expenditure; loss of or corruption of data; or any special, indirect or consequential loss or damage, cost or expense.

11. CHANGES TO THE BEANSHE EXPERT APP SERVICE
11.1. The Supplier acknowledges that Beanshe Expert is continually innovating and looking for ways to improve Beanshe Expert with new features and services. Therefore, Supplier acknowledges that Beanshe Expert may change from time to time and no warranties, representations or other commitments are made regarding the continuity of any functionality of Beanshe Expert.

12. CHANGES TO THE BEANSHE EXPERT APP SERVICE
12.1. Written Communications. Applicable laws may require that some information or communications that Beanshe Expert sends to Supplier be in writing.
12.2. When using Beanshe Expert, Supplier agrees that communications with Beanshe Expert will primarily be electronic. Beanshe Expert will contact Supplier by email or provide Supplier with information by posting notices on Beanshe Expert. For contractual purposes, the Supplier consents to these electronic means of communication and the Supplier acknowledges that all contracts, notices, information and other communications that the Beanshe Expert application provides to the Supplier electronically satisfy any legal requirement that such communications be in writing.

13. ASSIGNMENT OF ANY RIGHTS AND OBLIGATIONS
13.1. The Supplier shall not transfer, assign, encumber or otherwise deal with the Agreement or any rights or obligations of the Supplier under the Agreement without the prior written consent of Beanshe Expert.

14. EVENTS BEYOND THE CONTROL OF THE PARTIES
14.1. Neither party shall be liable to the other for any delay or failure to perform any of its obligations under the Agreement arising from any cause beyond its reasonable control, including, without limitation, any of the following: telecommunications failure, internet failure, act of God, act of a third party other than an approved Beanshe Expert subcontractor, act of government, war, fire, flood, explosion or civil commotion. Notwithstanding the foregoing, nothing in this clause shall relieve the Supplier of any payment obligations under the Agreement. If such events continue for more than 30 days, the affected Party may terminate this Agreement immediately and without payment of any compensation.

15. VARIATION
15.1. No variation of this Agreement shall be effective unless in writing and signed by the parties (or their authorised representatives).

16. WAIVER
16.1. No failure or delay by either party to exercise its rights shall prejudice or limit the rights of that party, and no waiver of any such rights or any breach of any contractual terms shall be deemed a waiver of any other right or any subsequent breach.

17. SEVERABILITY
17.1. If any provision of the Agreement is held to be illegal or unenforceable, the remaining provisions of the Agreement shall not be affected thereby.