1. Definitions

1.1 ETNOWE Platform
means the ETNOWE mobile application, website, and associated technology infrastructure that connects customers with Retail Partners for ordering and delivery of goods.
1.2 Grocery Partner
means a retail grocery store, market, specialty food retailer, or food retail establishment that lists retail grocery products, packaged goods, fresh produce, dairy, beverages, or household items for customer purchase and delivery through the ETNOWE Platform.
1.3 Restaurant Partner
means a restaurant, food service establishment, cafe, bakery, deli, food truck, or prepared food vendor that lists menu items for customer ordering and delivery of prepared meals, beverages, and food items through the ETNOWE Platform.
1.4 Retail Partner
means collectively any entity registered as a Grocery Partner, Restaurant Partner, or both. A single business may qualify as both if it operates both retail grocery and prepared food service operations.
1.5 Pickup Location
means the Retail Partner's registered business premises — the physical store, kitchen, or service area — from which ETNOWE delivery drivers collect completed Orders.

2. ETNOWE Platform and Services

2.1 Grocery Partner Services

For Grocery Partners, ETNOWE provides: (a) a digital storefront to list grocery products and inventory; (b) customer order management and notification; (c) payment collection and remittance services; (d) delivery driver dispatch and tracking; (e) marketing placement within the ETNOWE Platform.

2.2 Restaurant Partner Services

For Restaurant Partners, ETNOWE provides: (a) a digital menu management system; (b) customer order management with estimated preparation times; (c) real-time order notification; (d) payment collection and remittance services; (e) delivery driver dispatch for meal pickup at the restaurant premises; (f) marketing placement within the ETNOWE Platform.

2.3 Pickup Location

All Orders shall be fulfilled from the Retail Partner's registered business Pickup Location as listed on the ETNOWE Platform. For Restaurant Partners, fulfillment occurs at the kitchen or service area of the Restaurant Partner's establishment. ETNOWE delivery drivers will collect completed Orders directly from the Retail Partner's premises.

3. Product Listings and Inventory Management

3.1 Accurate Product Listings

Retail Partner must maintain accurate, current, and complete product listings on the ETNOWE Platform at all times, including correct pricing, descriptions, portion sizes (for Restaurant Partners), and availability status. Items listed as available must be ready for immediate fulfillment.

3.2 Allergen Disclosure

Retail Partner must accurately disclose all known allergens for each Product or Menu Item. For Restaurant Partners, allergen information must reflect all major allergens (peanuts, tree nuts, milk, eggs, fish, shellfish, wheat, soy, sesame) per FDA labeling requirements.

3.3 Update Obligations

Retail Partner must update product listings, menu items, pricing, and availability within 24 hours of any material change.

4. Food Safety and Legal Compliance

4.1 Restaurant Partner Food Safety

Restaurant Partners represent and warrant that:

  • All food items comply with FDA Food Safety Modernization Act (FSMA) and applicable local health codes
  • Hot food items are maintained at minimum 140°F until driver pickup
  • Cold food items are maintained at maximum 40°F until driver pickup
  • Current and valid health inspection certificates are maintained
  • All food handlers hold required certifications per applicable state law
  • Food items are properly packaged and sealed for delivery

4.2 Grocery Partner Food Safety

Grocery Partners represent and warrant that:

  • All perishable items are properly stored and labeled with accurate expiration dates
  • All products are fit for sale and consumption
  • Temperature-sensitive items are stored at required temperatures per FDA and USDA guidelines
  • All items are sold in compliance with state and federal food labeling laws

4.3 ETNOWE's Limitation of Liability

ETNOWE is a technology platform and not a food manufacturer, processor, or handler. ETNOWE is not responsible for food quality, taste, preparation, temperature after pickup, allergen cross-contamination, health code violations, or any illness or harm arising from Products provided by Retail Partner.

5. Payment and Financial Terms

5.1 Service Fee Structure

ETNOWE charges a Service Fee on each completed Order. Rates are set forth in the ETNOWE Partner Dashboard and may be updated with 30 days written notice.

5.2 Payment Remittance

ETNOWE will remit net Order proceeds to Retail Partner on the 5th business day of each week for the prior week's completed Orders.

5.3 Tax Compliance

Retail Partner is solely responsible for all federal, state, and local tax obligations arising from sales through the ETNOWE Platform, including sales tax and state economic nexus requirements.

6. License and Intellectual Property

6.1 License Grant

ETNOWE grants Retail Partner a non-exclusive, non-transferable, revocable license to access and use the ETNOWE Platform to list Products, receive Orders, and manage its partner account.

6.2 ETNOWE Intellectual Property

All intellectual property in the ETNOWE Platform, including trademarks, logos, software, and technology, is owned exclusively by ETNOWE Inc.

6.3 Retail Partner Content

Retail Partner retains ownership of its brand, logos, product images, and menu content. By uploading content, Retail Partner grants ETNOWE a non-exclusive, royalty-free, worldwide license to display, reproduce, and promote such content in connection with the ETNOWE Platform.

7. Term and Termination

7.1 Term

This Agreement commences on the Effective Date and continues until terminated by either party.

7.2 Termination by Retail Partner

Retail Partner may terminate at any time by providing 30 days written notice to teams@etnowe.com or by deactivating its partner account through the ETNOWE Partner Dashboard.

7.3 Termination by ETNOWE

ETNOWE may terminate: (a) with 30 days written notice for any reason; (b) immediately if Retail Partner violates food safety requirements, receives repeated customer complaints, violates law, engages in fraud, fails to maintain required licenses, or materially breaches this Agreement.

8. Independent Contractor Status

8.1 Contractor Relationship

Retail Partner is an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship. Retail Partner is solely responsible for its employees, agents, contractors, taxes, and business operations.

9. Limitation of Liability

9.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ETNOWE'S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL SERVICE FEES PAID BY RETAIL PARTNER IN THE 3 MONTHS PRECEDING THE CLAIM.

9.2 Exclusion of Consequential Damages

ETNOWE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

10. Indemnification

10.1 Indemnification by Retail Partner

Retail Partner shall indemnify, defend, and hold harmless ETNOWE Inc from any claims arising from: (a) Retail Partner's Products, including food safety issues or allergen reactions; (b) Retail Partner's violation of this Agreement; (c) Retail Partner's violation of applicable law; (d) Retail Partner's negligence or willful misconduct.

11. Confidentiality

Each party shall maintain the confidentiality of proprietary information disclosed by the other party, including user information and business operations data.

12. Governing Law and Dispute Resolution

12.1 Governing Law

This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision.

12.2 Jurisdiction and Venue

Any legal suit, action, or proceeding shall be instituted exclusively in the state or federal courts located in New Castle County, Delaware. Each party irrevocably submits to the personal jurisdiction of such courts.

15. Amendments and Legal Updates — April 21, 2026

FTC Negative Option Rule Compliance

Retail Partners enrolled in recurring billing may cancel at any time by logging into the Partner Dashboard and selecting "Cancel Partnership," or by emailing teams@etnowe.com with subject line "Partnership Cancellation." Cancellation is effective immediately upon written confirmation.

Multi-State Operations Compliance

ETNOWE and Retail Partners operate across multiple US states. Both parties agree to comply with all applicable federal, state, and local laws in each jurisdiction where services are offered. Retail Partners are responsible for maintaining required business licenses, health permits, and tax registrations.

Economic Nexus and Sales Tax

Following South Dakota v. Wayfair (2018), Retail Partners may have sales tax obligations in states where they have economic nexus. Retail Partners are solely responsible for determining and fulfilling state and local tax obligations. ETNOWE recommends consulting a qualified tax advisor.

Signature and Acceptance

By registering on the ETNOWE Platform or executing this Agreement, the parties agree to be bound by all terms herein.

ETNOWE INC

8 The Grn Ste B, Dover, DE 19901
teams@etnowe.com | +1 (903) 627-2753
Authorized by: Olutobi Oyinlade, Co-Founder and COO
olutobi.oyinlade@teyematics.com

Authorized Representative

RETAIL PARTNER

Business Name: _________________________________

Contact Name: __________________________________

Email: ________________________________________

Phone: ________________________________________

Business Address: _______________________________

Business Type:
☐ Grocery Partner    ☐ Restaurant Partner    ☐ Both

Date: _________________________________________

Authorized Representative Signature

ETNOWE Inc — Consolidated Retail Partner Agreement & License
Effective April 21, 2026 | Delaware Jurisdiction
© 2026 ETNOWE Inc. All rights reserved.