Agency Agreement Offer for Partners

AGENCY AGREEMENT OFFER – CATERIZI

United States Edition Publication Date: October 5, 2026 Effective Date: October 12, 2026

Natalia Babkina, acting as an individual entrepreneur (autónomo) under the brand Caterizi, NIE Y5479825C, registered in Spain, operating under the trade name "Caterizi" (hereinafter referred to as "Caterizi" or the "Agent"), hereby offers to any legal entity or individual entrepreneur meeting the conditions of this agreement (hereinafter referred to as the "Partner") to accept this offer and conclude an agreement on the terms set forth below.

This agreement (public offer) is posted on the Internet on the official website of the Caterizi platform (hereinafter referred to as the "Website"). The agreement is considered concluded and enters into force for the Partner who has accepted the offer in the manner established by Section 7 of this agreement.

Acceptance of this agreement means full and unconditional acceptance of all terms of the offer and is legally equivalent to an agreement concluded in written form in accordance with applicable United States federal and state law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN Act).

SECTION 1 — SUBJECT OF THE AGREEMENT

1.1. Agency Services

On behalf of the Partner, Caterizi provides a set of marketplace and agency services aimed at facilitating the connection between the Partner and potential buyers (hereinafter referred to as "Clients").

These services include but are not limited to:

• publishing Partner offers on the Platform

• promoting Partner services to Clients

• facilitating communication between Clients and Partners

• enabling booking functionality

• processing reservation deposits on behalf of the Partner

• providing technical infrastructure for order management.

Caterizi performs these services as an intermediary platform operator and not as a supplier of the services offered by the Partner.

All contracts for the provision of catering, event, rental, staffing, logistics, or other services are concluded directly between the Partner and the Client.

Caterizi is not a party to such contracts.

1.1A. Marketplace Status

The Partner acknowledges that Caterizi operates an online marketplace platform that connects Clients with independent service providers.

Caterizi does not sell catering services, food, beverages, rentals, equipment, decoration, staffing services, or any other event-related services.

All services listed on the Platform are offered and provided exclusively by independent Partners.

Caterizi acts solely as a technology platform and disclosed intermediary that:

• enables publication of Partner offers

• facilitates communication between Clients and Partners

• processes reservation deposits on behalf of Partners

• provides marketing and technical infrastructure.

Caterizi shall not be considered the supplier, seller, distributor, contractor, employer, or service provider with respect to the services offered by the Partner.

All contractual obligations regarding the performance of the services remain solely between the Partner and the Client.

1.1B. Intermediary Status

When processing reservation deposits through the Platform, Caterizi acts in the name and on behalf of the respective Partner as a disclosed intermediary.

The Partner remains the sole supplier and seller of the services provided to the Client.

Caterizi does not purchase, resell, or otherwise supply the services listed on the Platform.

Payments processed through the Platform represent reservation deposits collected on behalf of the Partner and do not change the contractual relationship between the Partner and the Client.

1.2. Legal Capacity of the Partner

The Partner guarantees that it is a duly registered and lawfully operating legal entity or individual entrepreneur authorized to provide the services listed on the Platform under applicable United States federal, state, and local law.

The Partner confirms that it possesses all necessary:

• licenses and permits required under applicable federal, state, and local law

• food handler certifications and health department permits where required

• general liability insurance

• liquor liability insurance where alcohol service is provided

• workers' compensation insurance in accordance with applicable state law

• any other authorizations required by applicable law to provide such services.

The Partner bears full responsibility for compliance with all federal, state, and local legal requirements related to its activities, including but not limited to food safety regulations, health codes, and applicable labor laws.

1.3. Information Placement on the Platform

Caterizi publishes information about the Partner and the Partner's services on the Platform, including but not limited to:

• the website caterizi.com

• mobile applications

• marketing channels

• information and contact centers

• other promotional platforms used by Caterizi.

The format, structure, and presentation of Partner information on the Platform are determined by Caterizi.

Caterizi may edit, format, or adapt materials provided by the Partner for the purpose of maintaining a consistent presentation on the Platform.

1.3A. Disclosure of Partner Identity to Clients

The Partner acknowledges that in order to protect the integrity of the marketplace and prevent circumvention of the Platform, the full identity, contact details, and direct communication information of the Partner are disclosed to the Client exclusively after the reservation deposit has been successfully processed and the Order has been confirmed.

Prior to payment of the reservation deposit, Clients have access to general information about the Partner including service descriptions, menus, pricing, ratings, and reviews, but do not have access to the Partner's direct contact details.

The Partner agrees to this information disclosure policy as a standard condition of using the Platform.

1.4. Provision of Materials

The Partner undertakes to provide Caterizi with accurate and up-to-date information about its services, including but not limited to:

• menus

• service descriptions

• prices

• photos

• service areas and coverage zones

• event requirements

• operational hours.

The Partner guarantees the accuracy and legality of all information provided.

If the Partner fails to update inaccurate information, the Partner bears full responsibility for any resulting Client claims.

1.5. Right to Use Partner Materials

The Partner grants Caterizi a non-exclusive, royalty-free right to use the Partner's intellectual property, including:

• names

• trademarks

• logos

• photos

• service descriptions

• marketing materials

for the purposes of promoting the Partner's services on the Platform.

This right is granted for the duration of the agreement within the territory of the United States of America.

1.6. Competitive Pricing Commitment

The Partner undertakes not to actively redirect Clients introduced through the Platform to other sales channels offering lower prices for the purpose of circumventing the Platform.

The Partner agrees that prices offered on the Platform shall be fair and competitive and shall not be artificially inflated compared to the Partner's standard market pricing for equivalent services.

Nothing in this clause shall be interpreted as preventing the Partner from independently setting its own prices or offering promotions through other sales channels, provided that the Partner does not use information obtained through the Platform to divert Clients away from the Platform.

1.7. Order Fulfillment Obligations

The Partner bears full responsibility for the proper and timely execution of all orders accepted through the Platform.

The Partner must provide services:

• within agreed timelines

• with appropriate quality

• in accordance with all applicable federal, state, and local laws and regulations

• in accordance with standard professional practices

• in compliance with all applicable food safety and health regulations.

1.7A. Third-Party Services

If the Partner includes services provided by third parties such as equipment rental, decoration, logistics, or entertainment, the Partner remains fully responsible for the performance of such services.

Caterizi is not a party to agreements between the Partner and such third parties.

1.8. Handling Client Claims

The Partner bears full responsibility for handling Client complaints related to:

• service quality

• order fulfillment

• food safety and allergen compliance

• delivery issues

• compliance with applicable health and safety regulations.

Caterizi may assist in communication but is not responsible for resolving such claims.

1.9. Personal Data of Clients

The Partner may use Client data only for the purpose of fulfilling the specific order placed through the Platform.

Use of Client contact details for marketing outside the Platform without explicit consent is prohibited.

The Partner must comply with all applicable federal and state privacy laws when processing Client personal data, including but not limited to the California Consumer Privacy Act (CCPA) where applicable.

1.10. Prohibition of Platform Circumvention

The Partner may not use information obtained through the Platform to divert Clients away from the Platform in order to avoid paying the Commission.

This restriction applies to:

• the initial order

• any future orders with the same Client.

The restriction remains valid for 24 months after the first contact through the Platform.

1.11. Partner Tracks and Order Payment Structure

The Platform operates two participation tracks for Partners (each a "Track"): the Light Track and the Pro Track. The Track determines the Platform Commission rate and the way in which the Client's reservation payment is processed through the Platform.

Under both Tracks, the Client confirms an Order by paying a reservation payment through the Platform using available payment methods (the "Reservation Payment", displayed to Clients as "Date reservation") and pays the remaining balance of the Total Order Price directly to the Partner.

The Reservation Payment forms part of the Total Order Price agreed between the Partner and the Client. It represents a booking payment for the Partner's services and confirms the reservation of the Partner for the requested event.

The Reservation Payment does not constitute payment for services provided by Caterizi to the Client.

Throughout this Agreement, the terms "reservation deposit" and "deposit" mean the Reservation Payment applicable to the relevant Order under this Section 1.11.

1.11.1. Determination of the Track

The Partner's Track is determined as follows:

• Pro Track — the Partner has connected a payment processor account (Stripe Connect) through the Platform and that account is enabled both to accept charges and to receive payouts

• Light Track — all other Partners. A payment processor account is not required for the Light Track.

The Partner may move from the Light Track to the Pro Track at any time by connecting a payment processor account in the Partner account Settings. Pro Track status begins when the payment processor confirms that the account is enabled to accept charges and to receive payouts. If the connected account is disconnected or ceases to be enabled, the Partner returns to the Light Track.

The Track applicable to an Order is fixed at the moment the Client accepts the Partner's offer and the Order is created. A later change of the Partner's Track does not affect Orders already created.

1.11.2. Light Track

For Orders created while the Partner is on the Light Track:

• the Platform Commission is 15% of the Total Order Price

• the Client pays through the Platform a Reservation Payment equal to the Platform Commission (15% of the Total Order Price)

• Caterizi collects the Reservation Payment on behalf of the Partner as part of the Total Order Price and retains it in full as the Platform Commission due from the Partner under Section 2 of this Agreement, by way of set-off. No part of the Reservation Payment is transferred to the Partner through the Platform

• the remaining 85% of the Total Order Price is paid by the Client directly to the Partner in accordance with clause 1.11.4

• the Partner must credit the Reservation Payment against the Total Order Price and may not require the Client to pay that amount again.

1.11.3. Pro Track

For Orders created while the Partner is on the Pro Track:

• the Platform Commission is 12% of the Total Order Price

• the Client pays through the Platform a Reservation Payment of 30% of the Total Order Price, processed through the Partner's connected payment processor account

• from the Reservation Payment Caterizi automatically deducts the Platform Commission (12% of the Total Order Price). The remaining part of the Reservation Payment (18% of the Total Order Price) is transferred to the Partner's connected payment processor account at the time the payment is processed. Payouts from the connected account to the Partner's bank account follow the payment processor's payout schedule

• the remaining 70% of the Total Order Price is paid by the Client directly to the Partner in accordance with clause 1.11.4.

Offers of Pro Track Partners are displayed to Clients with a "Payment protected" indicator and may be ranked above offers of Light Track Partners in the list of offers presented to a Client for the same request. These features are informational and do not guarantee any number of Orders or any other business outcome for the Partner.

1.11.4. Remaining Payment to the Partner

The remaining balance is paid directly by the Client to the Partner using payment methods agreed between the Client and the Partner.

Caterizi does not collect, hold, or control the remaining payment and is not involved in the settlement of such payment.

The remaining payment represents payment directly for the services provided by the Partner to the Client.

1.11.5. Commission Shortfall

If for any reason the Commission due for an Order exceeds the amount retained by Caterizi from the Reservation Payment, the Partner must pay the remaining part of the Commission to Caterizi in accordance with clause 2.6.

1.12. Changes to Payment Methods

Caterizi may introduce additional payment methods available on the Platform.

However, unless explicitly agreed otherwise, the default payment structure remains the structure applicable to the Partner's Track under Section 1.11.

1.13. Marketplace Payment Processing

The Partner authorizes Caterizi to collect reservation deposits from Clients through the Platform on behalf of the Partner.

Caterizi may use third-party payment processors such as Stripe Connect to process such payments.

For Pro Track Orders such payments are processed through the Partner's connected payment processor account. For Light Track Orders the Reservation Payment is processed through Caterizi's own payment processor account, and the Partner is not required to hold a payment processor account.

Collected funds are considered payments received for the benefit of the Partner.

1.14. Last-Minute Orders

The Platform offers a Last-Minute Order feature that allows Partners to receive Orders from Clients seeking same-day or next-day catering services.

1.14.1. Last-Minute Availability Settings

Partners may configure Last-Minute availability through their Partner account Settings under the Last-Minute Availability section, including:

• enabling or disabling acceptance of Last-Minute Orders
• setting a minimum lead time requirement (2 hours, 4 hours, same day, or next day)
• setting an express surcharge percentage (0%, 10%, 15%, or 20%) to be applied to Last-Minute Orders
• marking specific dates as available for Last-Minute bookings through the Partner availability calendar.

Partners are solely responsible for maintaining accurate Last-Minute availability settings. The Platform shall not be liable for Last-Minute Orders transmitted to a Partner based on availability settings that the Partner has failed to update accurately.

1.14.2. Express Surcharge

The Partner may configure an express surcharge of up to 20% of the standard service price to be applied to Last-Minute Orders. The express surcharge is determined solely by the Partner and constitutes additional compensation for expedited preparation and mobilization of resources.

The express surcharge will be displayed to Clients on the Partner's listing before Order confirmation.

The Platform Commission described in Section 2.1 of this Agreement is calculated, at the rate applicable to the Partner's Track, from the Total Order Price including any applicable express surcharge. The express surcharge forms part of the Total Order Price and is received by the Partner in accordance with the payment structure applicable to the Partner's Track under Section 1.11.

The Partner acknowledges that the Platform does not retain any separate fee for Last-Minute Orders beyond the standard Platform Commission.

1.14.3. Acceptance Timeouts

Due to the time-sensitive nature of Last-Minute Orders, the Partner must accept or decline Last-Minute Orders within the following timeframes:

• Orders for same-day service with 2 to 4 hour lead time — 30 minutes from Order transmission
• Orders for same-day service until end of day — 1 hour from Order transmission
• Orders for next-day service — 3 hours from Order transmission
• Orders for this week — 24 hours from Order transmission.

If the Partner does not respond within the applicable timeout period, the Order will be automatically cancelled and transmitted to alternative available Service Providers.

1.14.4. Timeout Non-Response Policy

The Partner acknowledges that failure to respond to Last-Minute Orders within the applicable timeout period will result in automatic cancellation of the Order. Such automatic cancellation due to timeout will not be recorded as a declined Order in the Partner's performance metrics.

However, repeated patterns of non-response to Last-Minute Orders while Last-Minute availability is enabled may result in automatic disabling of the Partner's Last-Minute availability settings by the Platform. The Partner will be notified in writing before such action is taken.

1.14.5. Last-Minute Order Notifications

Partners who have enabled Last-Minute availability and who have opted in to SMS notifications in accordance with Section 8.18 of this Agreement will receive priority SMS notifications for incoming Last-Minute Orders marked as URGENT, including the Order number, event date, number of guests, and a direct link to accept or decline the Order.

The Partner acknowledges that timely response to Last-Minute Order notifications is essential to maintaining a reliable service experience for Clients and that delayed responses may result in automatic cancellation as described in Section 1.14.3.

1.15. Verification Badges

The Platform operates an automated verification badge system that assigns trust indicators to Partner listings based on objective performance criteria.

1.15.1. Badge Types and Criteria

The following badge types may be assigned to Partner listings:

Verified — assigned upon successful completion of the Platform's identity and business verification process administered by the Platform team. This badge is assigned manually and does not expire unless the Partner's verification status changes.

Top Rated — assigned automatically when the Partner meets all of the following criteria:

• average customer rating of 4.5 or higher based on completed Order reviews
• 10 or more successfully completed Orders through the Platform.

Premium — assigned automatically when the Partner meets all of the following criteria:

• average customer rating of 4.7 or higher based on completed Order reviews
• 50 or more successfully completed Orders through the Platform.

1.15.2. Automatic Calculation

Top Rated and Premium badges are calculated and updated automatically on a daily basis through an automated process. Badge assignment and removal are based solely on the objective criteria described in Section 1.15.1 and do not reflect any subjective assessment by the Platform of the Partner's business or services.

1.15.3. Badge Notifications

The Partner will receive a notification when:

• a new badge is assigned to their listing
• an existing badge is removed from their listing due to a change in performance metrics.

Upon receiving a badge removal notification, the Partner will be informed of the specific criteria that are no longer being met and the steps required to regain the badge.

1.15.4. Badge Removal

A badge may be removed from a Partner's listing in the following circumstances:

For Top Rated and Premium badges:

• the Partner's average customer rating falls below the applicable threshold
• the Partner's number of completed Orders falls below the applicable threshold due to Order cancellations or disputes.

For the Verified badge:

• the Partner's business registration or identity verification information is found to be inaccurate or outdated
• the Partner fails to provide updated verification documentation upon request by the Platform
• the Partner's account is suspended or restricted in accordance with Section 3.4 of this Agreement.

1.15.5. No Guarantee of Business Outcomes

The Partner acknowledges that verification badges are informational indicators displayed to Clients to assist in Service Provider selection. The Platform does not guarantee that the assignment of any badge will result in increased Orders, revenue, or any specific business outcome for the Partner.

The Platform reserves the right to modify the badge criteria, badge types, or the badge system at any time by providing the Partner with reasonable advance notice in accordance with Section 7.3 of this Agreement.

1.15.6. Prohibited Conduct

The Partner agrees not to:

• misrepresent badge status in external marketing materials beyond what is displayed on the Platform
• claim badge status that has not been assigned by the Platform
• attempt to manipulate review scores or Order completion metrics for the purpose of obtaining or retaining a badge.

Violation of this Section may result in immediate removal of all badges and suspension of the Partner's account in accordance with Section 3.4 of this Agreement.

SECTION 2 — AGENT'S REMUNERATION AND SETTLEMENTS BETWEEN THE PARTIES

2.1. Commission Amount

For the services provided under this Agreement, the Partner shall pay Caterizi remuneration in the form of a Platform Commission.

The Platform Commission rate depends on the Partner's Track as defined in Section 1.11:

• Light Track — 15% of the Total Order Price

• Pro Track — 12% of the Total Order Price.

The Commission rate applicable to an Order is the rate of the Track fixed for that Order at the moment the Client accepts the Partner's offer (clause 1.11.1).

The Commission is calculated based on the full price of the order agreed between the Partner and the Client (the Total Order Price). The Commission is calculated from the full order value and is not calculated from the Reservation Payment amount and is not limited to the Reservation Payment value.

The Commission rates for Orders paid under the Business Account Full Payment option and for Recurring Orders are set out in Section 2.12 and clause 2.13.4 respectively.

The Commission applies to every order introduced to the Partner through the Platform, regardless of the payment structure between the Client and the Partner.

Caterizi may collect the Commission automatically through the Platform payment infrastructure, including by deducting such amounts from payments processed via the Platform.

The Partner acknowledges that as Caterizi operates as a Spanish-registered business, the Platform Commission may be subject to applicable taxes under Spanish law. Such tax obligations are solely those of Caterizi and do not impose additional tax obligations on the Partner beyond the Commission amount specified in this Agreement.

2.2. Commission Deduction from the Reservation Payment

When the Client pays the Reservation Payment through the Platform, Caterizi collects it on behalf of the Partner.

For Light Track Orders, the Reservation Payment equals the Commission and is retained by Caterizi in full in accordance with clause 1.11.2. No funds are transferred to the Partner through the Platform.

For Pro Track Orders, Caterizi automatically deducts the Commission from the Reservation Payment and the remaining part of the Reservation Payment is transferred to the Partner's connected payment processor account in accordance with clause 1.11.3.

If the Commission amount exceeds the amount retained by Caterizi from the Reservation Payment, the Partner must pay the remaining part of the Commission to Caterizi in accordance with clause 2.6.

2.3. Order Registration

Caterizi maintains records of all orders placed through the Platform.

The Partner has access to order information through the Partner account or reports provided by Caterizi.

Order records maintained by the Platform shall be considered valid evidence of transactions between the parties unless proven otherwise.

2.4. Order Fulfillment Confirmation

After the execution of an order, Caterizi may request confirmation from the Partner that the order has been fulfilled.

The Partner must confirm or report any issues within 24 hours of receiving the request.

If the Partner does not respond within this period, the order shall be considered fulfilled and the Commission shall be deemed fully earned by Caterizi.

2.5. Service Delivery Report

At the end of each reporting period (normally a calendar month), Caterizi may prepare a Service Delivery Report containing:

• the list of orders transferred to the Partner

• the total value of such orders

• the Commission amounts.

The Report is sent electronically to the Partner's registered email address.

If the Partner does not submit objections within 3 business days of receipt, the Report is considered accepted.

2.6. Commission for Orders Paid Directly to the Partner

If the Partner receives payment from a Client directly without the deposit being processed through the Platform, the Partner is still obligated to pay the Commission to Caterizi.

The Commission amount in such cases shall be calculated at the rate applicable to the Partner's Track under Section 2.1 on the date the order was agreed with the Client, and shall be 15% of the total order value where the Partner's Track on that date cannot be established.

The Partner must pay the Commission within 5 business days after receiving the invoice from Caterizi.

Failure to pay the Commission constitutes a material breach of this Agreement.

2.7. Settlement Currency

All financial settlements between the parties are carried out in US dollars (USD) unless otherwise agreed in writing.

Caterizi operates as a Spanish-registered business. Any currency conversion fees arising from international transactions are the sole responsibility of the receiving party's bank or payment provider.

2.8. Offsetting and Deductions

Caterizi has the right to deduct any amounts owed by the Partner under this Agreement from funds payable to the Partner.

Such deductions may include:

• Commission

• penalties

• compensation for damages

• other amounts due under the Agreement.

Caterizi will provide the Partner with written notice of any deductions made from funds payable to the Partner.

2.9. Tax Responsibilities

The Partner is solely responsible for:

• calculating and reporting all applicable federal, state, and local taxes related to its services

• declaring and paying all applicable federal, state, and local income taxes

• collecting and remitting applicable sales tax where required under applicable state law

• issuing invoices to Clients for the full value of the services provided

• complying with all applicable tax obligations under United States federal and state law.

The Partner issues invoices to Clients for the full value of the services provided.

Caterizi issues invoices only to the Partner for the Platform Commission.

Caterizi shall not be considered the supplier of the services provided by the Partner.

The Partner acknowledges that Caterizi, as a Spanish-registered business, may be required to collect and report certain transaction information for tax compliance purposes under applicable law. The Partner agrees to provide accurate tax identification information upon request, including but not limited to the Partner's Employer Identification Number (EIN) or Social Security Number (SSN) where required.

2.10. IRS Reporting

The Partner acknowledges that Caterizi may be required to report payment information to the United States Internal Revenue Service (IRS) in accordance with applicable federal tax law, including but not limited to reporting requirements under IRC Section 6050W and applicable Form 1099-K reporting requirements for third-party payment network transactions.

The Partner agrees to provide Caterizi with accurate and complete tax identification information necessary for compliance with applicable IRS reporting requirements, including:

• legal name of the business or individual

• Employer Identification Number (EIN) or Social Security Number (SSN)

• business address in the United States

• any other information required by applicable IRS regulations.

Failure to provide required tax identification information may result in:

• temporary suspension of the Partner account

• backup withholding in accordance with applicable IRS regulations

• restriction of access to Platform services.

The Partner is solely responsible for the accuracy of tax information provided to Caterizi and for compliance with all applicable federal and state tax obligations arising from payments received through the Platform.

2.11. Payment Processors

Caterizi may use third-party payment processors including Stripe Connect or similar providers to process reservation deposits.

Such payment processors act solely as technical payment service providers.

Payments processed through the Platform are collected by Caterizi on behalf of the Partner.

Payment processors process such payments for the benefit of the Partner, and such payments shall not be considered payments for services provided by Caterizi.

The use of payment processors does not change the contractual relationship between the Client and the Partner.

A connected account with the applicable payment processor is required for the Pro Track (clause 1.11.3), for the Business Account Full Payment option (Section 2.12) and in order to receive tips (Section 2.14). Light Track Partners are not required to create a payment processor account in order to receive Orders through the Platform.

2.12. Business Account Full Payment Option

For orders placed by Customers registered with a Business Account, the Platform may offer a Full Payment option whereby the Customer pays 100% of the Total Order Price through the Platform at the time of Order confirmation.

When the Full Payment option is selected by a Business Account Customer, the following payment structure applies to the Partner instead of the standard payment structure described in Section 1.11:

• The Platform processes 100% of the Total Order Price through Stripe destination charge technology on behalf of the Partner.
• The Platform Commission for Full Payment orders is 15% of the Total Order Price irrespective of the Partner's Track and is automatically deducted during payment processing.
• The remaining 85% of the Total Order Price is automatically transferred to the Partner's connected Stripe account at the time of payment processing.
• The Partner is not required to collect any remaining balance directly from the Customer.

The Partner acknowledges and agrees that:

• the Full Payment option is offered solely for the convenience of Business Account Customers and does not alter the fundamental nature of the Platform as a digital marketplace intermediary
• the Platform processes the full transaction amount solely as a technical payment facilitation service on behalf of the Partner through Stripe's destination charge infrastructure
• the Platform does not retain, hold, or own the funds processed under this option
• the Partner remains the sole seller and provider of the services regardless of the payment structure used
• the Partner remains solely responsible for issuing invoices to Business Account Customers for the full value of the services provided
• the Partner remains solely responsible for all applicable federal, state, and local tax obligations arising from the full order value.

2.12.1. Chargeback Liability for Full Payment Orders

For orders processed under the Full Payment option, the Partner acknowledges that chargeback exposure is higher due to the larger transaction amount processed through the Platform.

In the event of a chargeback initiated by a Business Account Customer related to a Full Payment order:

• the Partner shall be liable for the full chargeback amount including any associated fees and penalties imposed by Stripe or other payment processors
• the Platform may deduct such amounts from funds payable to the Partner or request direct payment from the Partner
• the Partner agrees to cooperate fully with the Platform in contesting unwarranted chargebacks by providing all relevant documentation upon request within 5 business days.

2.12.2. Partner Consent

By continuing to use the Platform after this provision becomes effective, the Partner consents to the Full Payment processing arrangement described in this Section for orders placed by Business Account Customers who select the Full Payment option.

The Partner may opt out of receiving Full Payment orders by notifying the Platform in writing at partners@caterizi.com. Upon receipt of such notice, the Platform will disable the Full Payment option for that Partner's listings within 5 business days.

2.13. Recurring Orders

The Platform offers a Recurring Order feature that allows Clients to schedule automatic repetition of confirmed Orders at regular intervals. The Partner acknowledges and agrees to the following terms governing Recurring Orders.

2.13.1. Automatic Order Creation

When a Client enables the Recurring Order feature, the Platform will automatically create new Orders based on the original Order parameters at the intervals specified by the Client. Such automatically created Orders will be transmitted to the Partner in the same manner as standard Orders.

The Partner acknowledges that Recurring Orders may be created and transmitted automatically without individual Client confirmation for each occurrence, subject to the notification and availability provisions described in this Section.

2.13.2. Partner Availability Management

The Partner is responsible for maintaining accurate availability information on the Platform. The Partner may designate unavailable dates through the Partner account dashboard to prevent Recurring Orders from being automatically created on dates when the Partner cannot fulfill services.

If the Partner fails to designate an unavailable date and a Recurring Order is automatically created for that date, the Partner must notify the Platform as soon as possible. Repeated failure to maintain accurate availability information may result in suspension of the Partner's account in accordance with Section 3.4 of this Agreement.

2.13.3. Partner Confirmation for Recurring Orders

For the initial Order in a recurring series, the Partner must confirm availability and acceptance in accordance with the standard order confirmation process.

For subsequent recurring Orders in the same series, confirmation is deemed automatic unless the Partner has designated the relevant date as unavailable in advance through the Partner account dashboard.

The Partner acknowledges that automatic confirmation of Recurring Orders is necessary to provide a reliable service experience for Business Account Customers and that repeated last-minute cancellations of Recurring Orders may constitute an Unjustified Refusal under Section 4.4 of this Agreement.

2.13.4. Payment for Recurring Orders

Each recurring Order occurrence constitutes a separate Order for payment purposes. The Platform Commission applicable to each recurring Order will be automatically deducted from the deposit or full payment processed for that occurrence in accordance with Section 2.1 and Section 2.12 of this Agreement.

For Business Account Customers using the Full Payment option, the Platform will automatically process 100% of the Total Order Price for each recurring occurrence and transfer 85% to the Partner's connected Stripe account in accordance with Section 2.12 of this Agreement.

For standard recurring Orders, a reservation deposit of 30% of the Total Order Price will be automatically charged to the Client's saved payment method for each occurrence, and the Platform Commission of 15% of the Total Order Price will be deducted, irrespective of the Partner's Track, before transferring the remaining deposit amount to the Partner's connected Stripe account.

2.13.5. Cancellation and Modifications

If a Client cancels or modifies a Recurring Order series, the Platform will notify the Partner as soon as reasonably possible. The Partner must fulfill all recurring Orders that have already been confirmed and for which payment has been processed at the time of cancellation or modification.

The Partner acknowledges that cancellation or modification of a Recurring Order series by the Client does not constitute grounds for compensation claims against the Platform or the Client for future occurrences that have not yet been confirmed and charged.

2.13.6. Chargeback Liability for Recurring Orders

The chargeback liability provisions described in Section 2.11 and Section 2.12.1 of this Agreement apply equally to each individual recurring Order occurrence. The Partner remains liable for chargebacks arising from failure to perform or improper performance of any recurring Order occurrence regardless of whether the Order was created automatically or manually confirmed.

2.14. Tipping

The Platform offers an optional tipping feature that allows Clients to leave gratuities for Partners after Order completion.

2.14.1. Tip Receipt

Tips are transferred to the Partner's connected Stripe account as separate payment transactions. The Platform does not retain any commission or service fee on tips received by Partners.

The Partner will receive a notification upon receipt of a tip including the Order number and tip amount.

Receipt of tips requires a connected Stripe account. If a Client leaves a tip for a Partner who has not connected a Stripe account, the tip cannot be processed: it is recorded as pending and the Partner is notified to connect a Stripe account in the Partner account Settings in order to receive tips.

2.14.2. Payment Processing Fees on Tips

Tips are subject to standard third-party payment processing fees charged by Stripe or other payment processors used by the Platform. Such fees are deducted from the tip amount before transfer to the Partner's connected account.

The Partner acknowledges that the gross tip amount displayed in Order notifications and Partner account analytics reflects the full tip amount submitted by the Client before deduction of payment processing fees. The net amount received by the Partner will reflect the gross tip amount minus applicable payment processing fees.

2.14.3. Tip Display in Partner Analytics

Tips received by the Partner will be displayed in the Partner account dashboard including:

• tip amount per Order
• total tips received for a selected period
• payment processing fees deducted from tips.

2.14.4. Tax Obligations on Tips

The Partner is solely responsible for reporting and paying all applicable federal, state, and local taxes on tips received through the Platform in accordance with applicable law including IRS reporting requirements.

Tips received through the Platform will be included in the Partner's transaction records available through the Partner account dashboard and may be reported to the IRS in accordance with applicable federal tax reporting requirements including Form 1099-K reporting thresholds.

The Platform does not provide tax advice regarding the treatment of tips and the Partner is encouraged to consult a qualified tax advisor regarding their tip income reporting obligations.

2.14.5. Voluntary Nature of Tips

The Partner acknowledges that tips are entirely voluntary and that Clients are under no obligation to leave a tip. The Partner agrees not to solicit tips from Clients outside of the tipping feature provided by the Platform or to condition service quality on the receipt of a tip.

2.15. Client Cancellations and Refunds of the Reservation Payment

This Section applies where a Client cancels the event through the Platform after paying the Reservation Payment.

2.15.1. Refund Schedule

The refundable portion of the Reservation Payment is refunded to the Client depending on the number of full days remaining before the event date at the time of cancellation:

• 30 or more days before the event — 100% of the refundable portion
• 15 to 29 days before the event — 50% of the refundable portion
• fewer than 15 days before the event — no refund.

2.15.2. Non-Refundable Matchmaking Fee

A part of the Platform Commission equal to 5% of the Total Order Price, but not less than USD 100 and not more than USD 200, and in no case exceeding the total Commission for the Order (the "Matchmaking Fee"), is deemed earned by Caterizi upon payment of the Reservation Payment as remuneration for introducing the Client to the Partner. The Matchmaking Fee is non-refundable in all cases of cancellation by the Client.

The refundable portion of the Reservation Payment is the Reservation Payment less the Matchmaking Fee.

2.15.3. Light Track Orders

For Light Track Orders the refund is paid by Caterizi out of the Commission retained from the Reservation Payment. The refunded part of the Commission is not owed by the Partner, and the Partner has no payment obligation to Caterizi in connection with such refund.

2.15.4. Pro Track Orders

For Pro Track Orders the refund to the Client includes the corresponding share (100% or 50%, as determined under clause 2.15.1) of the part of the Reservation Payment that was transferred to the Partner under clause 1.11.3.

The Partner authorizes Caterizi and the payment processor to reverse the corresponding transfer and to debit that amount from the Partner's connected payment processor account. If the balance of the connected account is insufficient, the outstanding amount is a debt of the Partner to Caterizi payable within 5 business days of written request and may be deducted or set off in accordance with clauses 2.8 and 3.7.

Where no refund is due under clause 2.15.1, the Partner retains the part of the Reservation Payment transferred to it.

2.15.5. Review of Early Cancellations

Cancellation requests submitted within 7 days after the Partner's contact details were disclosed to the Client in accordance with clause 1.3A are reviewed by Caterizi before any refund is issued. Caterizi may refuse the refund where the review shows that the event is being performed by the Partner outside the Platform. In that case clauses 1.10 and 2.6 apply.

2.15.6. Remaining Balance

Amounts paid by the Client directly to the Partner are governed by the terms agreed between the Partner and the Client. Caterizi does not process or refund such amounts.

2.15.7. Cancellations Attributable to the Partner

This Section applies to cancellations initiated by the Client. Where an Order is cancelled or not performed for reasons attributable to the Partner, clauses 3.3, 3.8 and 4.4 apply.

SECTION 3 — LIABILITY OF THE PARTIES

3.1. General Liability

The parties shall be liable for non-performance or improper performance of their obligations under this Agreement in accordance with the provisions of this Agreement and applicable federal and state law of the United States.

The party responsible for a breach must compensate the other party for documented losses directly caused by such breach.

Payment of penalties or compensation does not release the breaching party from the obligation to fulfill its contractual obligations where performance remains possible.

3.2. Liability of the Partner

The Partner bears full responsibility for:

• the quality and safety of the services provided to Clients

• compliance with all applicable federal, state, and local laws and regulations

• proper execution of orders

• compliance with all applicable food safety, health, and sanitary regulations

• compliance with applicable alcohol beverage control laws where alcohol service is provided

• actions of employees, subcontractors, couriers, drivers, or other representatives.

The Partner shall indemnify, defend, and hold harmless Caterizi, its owner, officers, employees, agents, and representatives from and against any claims, losses, damages, penalties, legal proceedings, or expenses (including reasonable attorneys' fees) brought by Clients or third parties arising from:

• the services provided by the Partner

• the Partner's violation of applicable federal, state, or local law

• the Partner's breach of this Agreement

• the actions or omissions of the Partner's employees, subcontractors, or representatives.

3.3. Compensation of Platform Losses

If Caterizi incurs expenses or losses as a result of the Partner's actions or omissions, the Partner must reimburse Caterizi for such losses.

Such losses may include but are not limited to:

• refunds issued to Clients

• compensation payments

• legal expenses and attorneys' fees

• penalties imposed by federal, state, or local authorities

• payment processing fees and chargeback penalties

• reputational damage caused by Partner violations.

Upon written request from Caterizi, the Partner must compensate the Platform within 5 business days from receipt of the request unless otherwise specified.

3.4. Suspension of Services

In case of violation of this Agreement by the Partner, Caterizi has the right to temporarily suspend the Partner's access to the Platform.

Suspension may include:

• blocking the Partner account

• removal of Partner offers from the Platform

• suspension of order processing.

Suspension does not release the Partner from the obligation to fulfill already accepted orders.

Where practicable, Caterizi will provide the Partner with written notice of suspension and the reasons therefor prior to or promptly following such suspension.

3.5. Limitation of Platform Liability

To the maximum extent permitted by applicable federal and state law, Caterizi shall not be liable for:

• loss of profit or revenue

• loss of business opportunities

• reputational damage

• indirect, incidental, consequential, special, or punitive damages.

Caterizi shall not be liable for the Partner's obligations to Clients or third parties.

The maximum financial liability of Caterizi under this Agreement shall not exceed the total amount of Commission received by Caterizi from the Partner during the three (3) months preceding the claim.

Some states do not allow the exclusion or limitation of incidental or consequential damages. In such states, the above limitation shall apply to the maximum extent permitted by applicable state law.

3.6. Disclaimer of Warranties

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

CATERIZI DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

CATERIZI DOES NOT WARRANT THAT THE PLATFORM WILL GENERATE ANY MINIMUM NUMBER OF ORDERS OR CLIENTS FOR THE PARTNER.

3.7. Right of Set-Off

Caterizi has the right to offset any amounts owed by the Partner under this Agreement against funds payable to the Partner.

Such amounts may include:

• unpaid Commission

• penalties

• damages

• reimbursement of Client refunds.

Caterizi will provide the Partner with written notice of any set-off applied against funds payable to the Partner.

3.8. Client Refunds

If Caterizi issues a refund or compensation to a Client due to the Partner's failure to properly fulfill an order, the Partner must reimburse Caterizi for the full amount of such refund.

Caterizi may deduct such amounts from funds payable to the Partner or request payment from the Partner directly.

The Partner will be notified in writing of any refunds issued to Clients as a result of the Partner's actions or omissions.

3.9. Chargeback Liability

If a Client initiates a chargeback with their bank or card issuer related to a reservation deposit processed through the Platform, and such chargeback arises from the Partner's failure to perform or improper performance of services, the Partner shall be liable for:

• the full amount of the chargeback

• any chargeback fees imposed by the payment processor

• any penalties or fines imposed by the payment processor as a result of excessive chargebacks.

Caterizi may deduct such amounts from funds payable to the Partner or request direct payment from the Partner.

The Partner agrees to cooperate with Caterizi in contesting unwarranted chargebacks by providing relevant documentation upon request.

3.10. Force Majeure

Neither party shall be liable for failure to perform its obligations under this Agreement if such failure results from force majeure circumstances beyond the reasonable control of the parties.

Force majeure events may include:

• natural disasters including earthquakes, floods, fires, storms, hurricanes, and tornadoes

• war, armed conflict, terrorism, or civil unrest

• government restrictions, executive orders, or public health emergency declarations issued by federal, state, or local authorities

• pandemics or public health emergencies

• large-scale technical failures affecting electricity, telecommunications, or communication networks

• acts of God or other extraordinary circumstances beyond the reasonable control of the affected party.

The affected party must notify the other party in writing as soon as reasonably possible after the occurrence of the force majeure event, providing reasonable documentation of the circumstances.

If force majeure continues for more than 60 days, either party may terminate the Agreement upon written notice to the other party.

3.11. Food Safety Liability

The Partner is solely responsible for compliance with all applicable federal, state, and local food safety laws and regulations, including but not limited to:

• regulations of the United States Food and Drug Administration (FDA)

• applicable state and local health department requirements

• food handler certification requirements

• allergen identification, labeling, and disclosure requirements

• temperature control and food storage requirements.

The Partner must promptly notify Caterizi if it becomes aware of any food safety incident related to services provided through the Platform.

Caterizi shall not be liable for any food safety incidents arising from services provided by the Partner.

3.12. Alcohol Service Liability

Where services provided by the Partner include alcohol service, the Partner is solely responsible for:

• obtaining all required federal, state, and local licenses and permits for alcohol service

• compliance with applicable dram shop liability laws

• responsible service of alcohol practices

• age verification requirements under applicable state law.

The Partner shall indemnify and hold harmless Caterizi from any claims, damages, or liabilities arising from the Partner's alcohol service activities.

SECTION 4 — TERM AND TERMINATION OF THE AGREEMENT

4.1. Term of the Agreement

This Agreement enters into force upon acceptance by the Partner and remains valid for a period of one (1) year.

Upon expiration of the initial term, the Agreement shall automatically renew for successive one-year periods unless either party provides written notice of termination at least thirty (30) days before the end of the current term.

4.2. Termination by Caterizi

Caterizi may terminate this Agreement unilaterally at any time by providing the Partner with fourteen (14) days written notice.

Such notice shall be sent to the Partner's registered email address.

Upon termination:

• the Partner's access to the Platform may be disabled

• new orders will no longer be transmitted to the Partner.

Termination does not affect obligations related to orders already accepted before the termination date.

Caterizi may terminate this Agreement immediately and without prior notice in the following circumstances:

• the Partner materially breaches this Agreement and fails to cure such breach within 5 business days of written notice

• the Partner engages in fraudulent activity

• the Partner violates applicable federal, state, or local law in connection with services provided through the Platform

• the Partner's continued presence on the Platform poses a risk to the safety or wellbeing of Clients.

4.3. Termination by the Partner

The Partner may terminate this Agreement by providing Caterizi with thirty (30) days written notice sent to partners@caterizi.com.

During the notice period the Partner must:

• continue fulfilling all accepted orders

• comply with all obligations of this Agreement

• settle all outstanding financial obligations including unpaid Commission.

4.4. Unjustified Refusal to Perform the Agreement

If the Partner stops performing its obligations under this Agreement without valid legal grounds or without providing the required notice, such conduct shall be considered an Unjustified Refusal.

Unjustified Refusal includes but is not limited to:

• refusing to accept or fulfill orders without legitimate reason

• systematically canceling confirmed orders

• refusing to pay Commission due under this Agreement

• stopping cooperation with Caterizi while continuing to serve Clients introduced through the Platform.

4.5. Compensation for Unjustified Refusal

The Partner acknowledges that Unjustified Refusal may cause significant financial and reputational damage to Caterizi.

Therefore, in case of Unjustified Refusal, the Partner shall pay Caterizi compensation for damages calculated as the total value of orders transferred by Caterizi to the Partner during the calendar month preceding the violation.

The parties agree that this amount represents a reasonable and proportionate estimate of the damages that Caterizi may suffer as a result of such conduct.

Payment of this compensation does not release the Partner from fulfilling other obligations under this Agreement.

The Partner acknowledges that the enforceability of liquidated damages provisions may vary by state. Nothing in this clause shall be interpreted as a penalty under applicable law. To the extent that any provision of this clause is found unenforceable under applicable state law, such provision shall be modified to the minimum extent necessary to make it enforceable.

4.6. Completion of Existing Orders

Termination or expiration of this Agreement does not affect obligations related to orders already accepted by the Partner.

Such orders must be properly fulfilled unless otherwise agreed with the Client.

The Partner remains fully responsible for the performance of all accepted orders regardless of the termination of this Agreement.

4.7. Post-Termination Settlement

Upon termination of this Agreement for any reason:

• all outstanding Commission owed by the Partner to Caterizi becomes immediately due and payable

• Caterizi will transfer to the Partner any funds held on behalf of the Partner after deducting all amounts owed by the Partner under this Agreement

• the Partner must promptly remove any references to Caterizi from its own marketing materials unless otherwise agreed in writing.

Caterizi will provide the Partner with a final settlement statement within 14 business days of the termination date.

4.8. Survival of Obligations

The following provisions shall remain in force after termination of this Agreement:

• confidentiality obligations as set forth in Section 5

• payment of all outstanding Commission and other amounts owed

• liability provisions including indemnification obligations

• dispute resolution procedures

• prohibition of Platform circumvention for 24 months following termination

• intellectual property protections

• IRS reporting cooperation obligations.

SECTION 5 — CONFIDENTIALITY OF INFORMATION

5.1. Confidential Information

For the purposes of this Agreement, Confidential Information means any non-public information disclosed by one party to the other in connection with the execution of this Agreement.

Confidential Information includes but is not limited to:

• information about Clients and their contact details

• order information and transaction history

• pricing structures and commercial terms

• platform analytics and performance data

• marketing strategies and operational methods

• technical information related to the Platform

• business plans and financial information

• databases and client acquisition methods

• commission structures and payment arrangements

• platform algorithms and technical infrastructure.

5.2. Obligation of Confidentiality

The parties undertake to keep all Confidential Information strictly confidential.

Neither party may disclose such information to third parties without prior written consent of the other party, except where disclosure is required:

• by applicable federal, state, or local law

• by a court order or governmental authority of competent jurisdiction

• by a regulatory authority with jurisdiction over the disclosing party

• for the purposes of performing this Agreement.

Where disclosure is required by law or court order, the disclosing party shall provide the other party with prompt written notice of such requirement to the extent permitted by applicable law, so that the other party may seek a protective order or other appropriate relief.

5.3. Protection of Client Data

The Partner acknowledges that all Client data obtained through the Platform is part of Caterizi's commercial ecosystem.

The Partner may use Client data exclusively for the purpose of fulfilling the specific order placed through the Platform.

The Partner is strictly prohibited from:

• storing Client data in external databases outside the Platform

• creating independent marketing lists using Client information obtained through the Platform

• sending promotional offers to Clients outside the Platform without explicit Client consent

• transferring Client information to third parties

• using Client data obtained through the Platform after termination of this Agreement.

5.4. Protection of Platform Data

All information related to:

• orders placed through the Platform

• Client profiles

• transaction data

• communication between Clients and Partners

shall be treated as confidential commercial information of Caterizi.

The Partner may not copy, export, store, or reuse such data outside the Platform without prior written consent from Caterizi.

5.5. Protection of Platform Business Model

The Partner agrees not to use Confidential Information obtained through the Platform to:

• create competing marketplaces or platforms

• replicate Caterizi's business model

• solicit Clients introduced through the Platform outside the Platform.

This restriction applies during the term of this Agreement and for 24 months after its termination.

The Partner acknowledges that the enforceability of non-compete and non-solicitation provisions may vary by state. Nothing in this clause shall be interpreted as an unreasonable restraint of trade under applicable law. To the extent that any provision of this clause is found unenforceable under applicable state law, such provision shall be modified to the minimum extent necessary to make it enforceable or severed from this Agreement without affecting the remaining provisions.

5.6. Data Protection Laws

When processing personal data received from the Platform, the Partner must comply with all applicable federal and state data protection and privacy laws, including but not limited to:

• the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA) where applicable

• the Virginia Consumer Data Protection Act (VCDPA) where applicable

• the Colorado Privacy Act (CPA) where applicable

• other applicable state privacy laws

• applicable federal privacy regulations.

The Partner shall implement appropriate technical and organizational measures to protect personal data from unauthorized access, disclosure, or misuse.

The Partner must promptly notify Caterizi in writing if it becomes aware of any unauthorized access to or disclosure of Client personal data obtained through the Platform, in accordance with applicable federal and state data breach notification laws.

5.7. Non-Disclosure of Platform Terms

The Partner agrees not to disclose the specific commercial terms of this Agreement, including Commission rates and payment arrangements, to third parties without prior written consent from Caterizi.

This obligation does not prevent the Partner from disclosing such information to its legal or financial advisors who are bound by professional confidentiality obligations.

5.8. Return or Destruction of Confidential Information

Upon termination of this Agreement, the Partner must:

• cease all use of Confidential Information obtained through the Platform

• delete or destroy all copies of Confidential Information in its possession to the extent technically practicable

• certify in writing upon request from Caterizi that all Confidential Information has been deleted or destroyed.

Caterizi will similarly return or destroy Confidential Information of the Partner upon termination, except to the extent retention is required by applicable law or for legitimate business purposes such as tax compliance and dispute resolution.

5.9. Duration of Confidentiality

The confidentiality obligations set forth in this Section remain in force:

• throughout the entire duration of this Agreement

• for three (3) years after termination of the Agreement unless a longer period is required by applicable law or is necessary to protect trade secrets under applicable state law.

Trade secrets as defined under the Defend Trade Secrets Act (DTSA) and applicable state trade secret laws shall be protected for as long as such information qualifies as a trade secret under applicable law.

5.10. Injunctive Relief

The Partner acknowledges that a breach of the confidentiality obligations set forth in this Section may cause irreparable harm to Caterizi for which monetary damages may be an inadequate remedy.

Accordingly, in the event of a breach or threatened breach of this Section, Caterizi shall be entitled to seek injunctive relief, specific performance, or other equitable remedies from a court of competent jurisdiction without the requirement to post bond or other security and without prejudice to any other rights or remedies available under this Agreement or applicable law.

SECTION 6 — DISPUTE RESOLUTION PROCEDURE

6.1. Negotiations Between the Parties

Any disputes, disagreements, or claims arising in connection with the execution, interpretation, amendment, or termination of this Agreement shall first be resolved through good faith negotiations between the parties.

The parties shall make reasonable efforts to reach a mutually acceptable solution before initiating formal dispute resolution proceedings.

Any agreements reached during negotiations that affect the terms of this Agreement must be documented in writing and signed by authorized representatives of both parties.

6.2. Pre-Dispute Claim Procedure

Before initiating formal dispute resolution proceedings, the party whose rights are allegedly violated must send the other party a written claim.

The claim must include:

• a description of the alleged violation

• reference to the relevant clause of the Agreement

• the requested remedy or compensation

• supporting documentation where applicable.

Claims shall be sent by email to the official email address of the receiving party as specified in Section 8 of this Agreement.

The receiving party must provide a written response within 7 calendar days from the date of receipt of the claim.

If the dispute is not resolved within 30 calendar days of the initial claim, either party may proceed to formal dispute resolution as described in this Section.

6.3. Mediation

If the parties are unable to resolve a dispute through good faith negotiations within 30 calendar days, the parties agree to attempt to resolve the dispute through non-binding mediation before initiating arbitration or court proceedings.

Either party may initiate mediation by providing written notice to the other party.

The parties shall mutually agree on a mediator within 10 business days of such notice.

The costs of mediation shall be shared equally between the parties unless otherwise agreed.

Mediation proceedings shall be conducted in the English language.

6.4. Binding Arbitration

If the dispute is not resolved through mediation within 30 calendar days of the commencement of mediation, either party may submit the dispute to binding arbitration.

Arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA) in effect at the time of the dispute.

The arbitration shall be conducted:

• in the English language

• on a documents-only or virtual basis where practicable

• by a single arbitrator mutually agreed upon by the parties or appointed by the AAA.

The arbitrator's decision shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction.

The costs of arbitration shall be allocated in accordance with the AAA Commercial Arbitration Rules unless the arbitrator determines otherwise.

6.5. Exceptions to Arbitration

Notwithstanding the arbitration provision in clause 6.4, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction without first submitting to arbitration where:

• immediate and irreparable harm is threatened

• protection of confidential information or trade secrets is required

• enforcement of intellectual property rights is necessary.

Seeking emergency relief shall not constitute a waiver of the right to arbitrate the underlying dispute.

6.6. Individual Claims Only

All disputes between Caterizi and the Partner shall be resolved on an individual basis.

The Partner waives the right to participate in any class action lawsuit or class-wide arbitration against Caterizi.

The Partner acknowledges that this class action waiver is a material term of this Agreement and that Caterizi would not have entered into this Agreement without such waiver.

The enforceability of this class action waiver may vary by state. To the extent that this waiver is found unenforceable under applicable state law, it shall be modified to the minimum extent necessary to make it enforceable.

6.7. Disputes Between the Partner and the Client

Any disputes related to the execution of orders placed through the Platform shall be resolved directly between the Partner and the Client.

Such disputes may include but are not limited to:

• service quality

• order fulfillment

• delivery issues

• payment of the remaining balance

• refunds or compensation claims

• food safety incidents.

Caterizi is not a party to the contract between the Partner and the Client and therefore bears no responsibility for resolving such disputes.

6.8. Optional Mediation by the Platform

If the Partner and the Client are unable to resolve a dispute independently, either party may request assistance from Caterizi.

Such requests may be submitted to: resolution@caterizi.com

Caterizi may, at its sole discretion, provide mediation assistance by facilitating communication between the parties.

However:

• Caterizi is not obligated to intervene

• Caterizi does not act as an arbitrator or judge

• Caterizi does not guarantee resolution of the dispute.

Any recommendations provided by Caterizi are non-binding for the parties.

6.9. Right to Legal Remedies

Nothing in this Agreement prevents the Partner or the Client from exercising their legal rights through courts or other competent authorities.

The use of mediation through the Platform does not limit the parties' right to pursue legal remedies available under applicable federal or state law.

6.10. Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law provisions.

The parties acknowledge that Caterizi operates as a Spanish-registered business providing digital marketplace services to Partners located in the United States of America.

The choice of Delaware law applies solely to the interpretation and enforcement of this Agreement and does not affect any mandatory rights available to the Partner under the laws of their respective state.

6.11. Jurisdiction

Subject to the arbitration provisions of this Section, any disputes that proceed to court shall be submitted to the competent courts of the State of Delaware, United States of America.

Nothing in this clause limits any mandatory jurisdictional rights available to the Partner under applicable state law.

6.12. Time Limitation for Claims

Unless otherwise provided by applicable federal or state law, claims related to this Agreement must be submitted within one (1) year from the date of the event giving rise to the claim.

After this period, claims may be considered expired unless mandatory legal provisions under applicable state law establish a longer limitation period.

SECTION 7 — CONCLUSION, AMENDMENT, AND OTHER TERMS OF THE AGREEMENT

7.1. Acceptance of the Offer

This Agreement is concluded by the Partner through acceptance of the public offer.

Acceptance occurs when the Partner signs and submits the Application-Questionnaire provided by Caterizi, or completes the online registration process on the Platform and confirms agreement with the terms of this Agreement.

By accepting this Agreement, the Partner confirms that:

• it has fully reviewed the terms of this Agreement

• it understands all provisions of the Agreement

• it accepts the Agreement without reservations

• it has the legal authority to enter into binding agreements on behalf of the business entity it represents

• it is duly registered and authorized to provide catering or event services under applicable federal, state, and local law.

Upon receipt of the signed Application-Questionnaire or completion of online registration, the Agreement shall be considered concluded and legally binding between the parties in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act).

7.2. Amendment of the Agreement by Caterizi

Caterizi reserves the right to amend or supplement this Agreement unilaterally.

Amendments may include but are not limited to:

• changes to Platform functionality

• changes to Commission structure

• changes to payment methods

• regulatory or legal compliance updates

• updates required by applicable federal or state law.

The updated version of the Agreement shall be published on the Caterizi website at www.caterizi.com.

7.3. Effective Date of Amendments

Amendments to the Agreement shall become effective 7 calendar days after publication on the Website unless a different effective date is specified.

Caterizi will notify the Partner about material changes to this Agreement via email to the Partner's registered email address at least 7 calendar days before such changes take effect.

For changes required by applicable law or regulatory requirements, amendments may take effect immediately upon publication.

7.4. Acceptance of Amendments

If the Partner continues to use the Platform after the updated version of the Agreement becomes effective, such use shall constitute acceptance of the amended terms.

Continued use includes:

• accepting new orders through the Platform

• maintaining active listings on the Platform

• receiving payments through the Platform

• communicating with Clients through the Platform.

The Partner may also confirm acceptance of the amended terms electronically in the Partner account on the Platform. Such confirmation is recorded by the Platform and constitutes acceptance of the amended terms from the moment it is given.

If the Partner does not agree with the amended terms, the Partner must notify Caterizi in writing before the effective date of the amendments and may terminate this Agreement in accordance with Section 4.3.

7.5. Monitoring of Updates

The Partner undertakes to regularly review updates to the Agreement.

The Partner must periodically check:

• the partner section of the Website at www.caterizi.com

• the email address used for official communication with Caterizi.

Failure to monitor updates does not release the Partner from compliance with the amended terms provided that Caterizi has sent notification to the Partner's registered email address.

7.6. Intellectual Property of Caterizi

All intellectual property related to the Caterizi Platform belongs exclusively to Caterizi or is used by Caterizi under appropriate licenses.

This includes but is not limited to:

• platform software and source code

• databases and data structures

• algorithms and technical infrastructure

• platform design and interface

• trademarks, service marks, and logos

• marketing materials and content

• catalog structures and organizational systems.

The Partner may not copy, reproduce, distribute, modify, reverse engineer, or otherwise use Caterizi intellectual property outside the scope of this Agreement.

All intellectual property rights of Caterizi are protected under applicable United States federal intellectual property law, including the Lanham Act, the Digital Millennium Copyright Act (DMCA), the Defend Trade Secrets Act (DTSA), and applicable state intellectual property laws.

7.7. Protection of Caterizi Intellectual Property

Unauthorized use of Caterizi intellectual property may result in contractual penalties and legal action under applicable federal and state law.

In case of unauthorized use of Caterizi trademarks, databases, software, or other protected materials, Caterizi reserves the right to:

• seek injunctive relief from a court of competent jurisdiction

• claim compensation for documented damages

• impose contractual penalties as determined by the severity of the violation

• terminate this Agreement immediately.

Payment of any penalty does not release the Partner from the obligation to cease the violation immediately.

7.8. DMCA Compliance

The Partner agrees not to upload, publish, or transmit through the Platform any content that infringes the intellectual property rights of any third party.

If the Partner believes that content available on the Platform infringes its intellectual property rights, the Partner may submit a written DMCA notice to: info@caterizi.com

The notice must comply with the requirements of the Digital Millennium Copyright Act and include:

• identification of the copyrighted work claimed to have been infringed

• identification of the infringing material and its location on the Platform

• the Partner's contact information

• a statement of good faith belief that the use is not authorized

• a statement made under penalty of perjury that the information is accurate

• the Partner's physical or electronic signature.

7.9. Contact for Communication

For any questions related to this Agreement or cooperation with Caterizi, the Partner may contact:

partners@caterizi.com

The Partner must include identifying information and relevant documentation when submitting claims or requests.

For urgent matters related to order fulfillment or Client disputes, the Partner may also contact:

info@caterizi.com

7.10. Assignment of Rights

The Partner may not assign its rights and obligations under this Agreement to third parties without prior written consent from Caterizi.

Caterizi may assign its rights and obligations under this Agreement to:

• a successor entity in connection with a merger, acquisition, or sale of substantially all of Caterizi's assets

• an affiliate or related entity operating the Platform

by providing the Partner with written notice of such assignment at least 14 calendar days in advance.

If the Partner does not agree with such assignment, the Partner may terminate this Agreement in accordance with Section 4.3 within 14 calendar days of receiving notice of the assignment.

7.11. Electronic Document Exchange

The parties agree that documents exchanged electronically have full legal force in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state electronic signature laws.

Documents transmitted via email or through the Platform, including scanned copies or electronically signed documents, shall be considered legally valid.

Neither party may challenge the legal validity of a document solely because it was transmitted electronically.

Electronic signatures applied through the Platform or through third-party electronic signature services shall be considered valid and binding signatures for all purposes under this Agreement.

7.12. Independent Contractor Status

The Partner operates as an independent contractor and not as an employee, agent, joint venture partner, or franchisee of Caterizi.

Nothing in this Agreement shall be interpreted as creating an employment relationship, agency, partnership, or joint venture between Caterizi and the Partner.

The Partner is solely responsible for:

• all federal, state, and local taxes arising from its activities

• compliance with applicable labor laws with respect to its own employees and subcontractors

• obtaining all required business licenses and permits

• maintaining all required insurance coverage.

Caterizi does not withhold taxes from payments made to the Partner and does not provide employee benefits of any kind to the Partner.

7.13. Non-Exclusivity

This Agreement is non-exclusive.

Caterizi reserves the right to enter into similar agreements with other catering companies and service providers operating in the same geographic area as the Partner.

The Partner reserves the right to provide services through other platforms and sales channels subject to the obligations set forth in Section 1.6 and Section 1.10 of this Agreement.

SECTION 8 — MISCELLANEOUS

8.1. Entry into Force of the Current Version

This version of the Agreement enters into force:

(i) for Partners who accepted the Agreement before the publication date of this version — from the date specified in the preamble of this Agreement;

(ii) for Partners accepting the Agreement after the publication of this version — from the moment of acceptance as described in Section 7.

The provisions of this Agreement on Partner Tracks, Platform Commission rates and the Reservation Payment (Section 1.11 and clauses 2.1 and 2.2) and on Client cancellations and refunds of the Reservation Payment (Section 2.15) describe the terms on which the Platform has operated since August 31, 2026, the date on which the Light Track and the Pro Track were introduced on the Platform, and apply to all Orders created on or after that date.

This version replaces all previous versions of the Caterizi partnership offer agreement.

8.2. Official Communication Between the Parties

All official communications between the parties shall be conducted electronically in the English language.

The parties shall use the following official email addresses:

For Caterizi: partners@caterizi.com or any other official email address ending in @caterizi.com

For the Partner: the email address specified in the Application-Questionnaire or the Partner's registration profile on the Platform.

Messages sent to these addresses are considered delivered on the day of sending unless a delivery failure notice is received within 24 hours of transmission.

The Partner is responsible for maintaining an active and monitored email address for official communications with Caterizi.

Failure to maintain an active email address does not release the Partner from obligations arising from communications sent to the Partner's registered email address.

8.3. Electronic Documents and Signatures

The parties agree that documents exchanged electronically have full legal force in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state electronic signature laws.

Documents sent in electronic form including PDF or similar formats via official email addresses are considered equivalent to original signed documents.

The parties may also use third-party electronic signature platforms where applicable.

Neither party may challenge the legal validity of a document solely because it was transmitted electronically.

8.4. Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law provisions.

All matters not regulated by this Agreement shall be governed by applicable federal and state law of the United States.

The parties acknowledge that Caterizi operates as a Spanish-registered sole proprietor providing digital marketplace services to Partners located in the United States of America.

The choice of Delaware law applies solely to the interpretation and enforcement of this Agreement and does not affect any mandatory rights available to the Partner under the laws of their respective state.

8.5. Severability of Provisions

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such invalidity shall not affect the validity of the remaining provisions.

The parties shall replace the invalid provision with a new provision that most closely reflects the economic and legal intent of the original clause to the extent permitted by applicable law.

8.6. Interpretation of the Agreement

Headings of sections and clauses are included for convenience only and shall not affect the interpretation of the Agreement.

The Agreement shall be interpreted in good faith in accordance with its purpose and the nature of the cooperation between Caterizi and the Partner.

No provision of this Agreement shall be construed against the drafter solely because Caterizi prepared this Agreement.

8.7. Platform Operator Status

The parties acknowledge that Caterizi operates a digital marketplace platform that connects Clients with independent service providers.

Caterizi acts solely as an intermediary platform operator and does not provide the services listed by Partners.

Partners remain fully responsible for the provision of services to Clients.

Nothing in this Agreement shall be interpreted as creating any employment, agency, franchise, or joint venture relationship between Caterizi and the Partner.

8.8. IRS Tax Reporting and Compliance

The Partner acknowledges that Caterizi, as a payment facilitator processing transactions through the Platform, may be required to report payment information to the United States Internal Revenue Service (IRS) in accordance with applicable federal tax law.

Applicable reporting obligations may include:

• Form 1099-K reporting for third-party payment network transactions in accordance with IRC Section 6050W and applicable IRS regulations

• backup withholding requirements where the Partner fails to provide valid tax identification information

• any other reporting obligations imposed by applicable federal or state tax law.

The Partner agrees to provide Caterizi with accurate and complete tax identification information including:

• legal name of the business or individual

• Employer Identification Number (EIN) or Social Security Number (SSN)

• business address in the United States

• any other information required by applicable IRS regulations or state tax authorities.

The Partner is solely responsible for:

• the accuracy of tax identification information provided to Caterizi

• compliance with all applicable federal and state tax obligations arising from payments received through the Platform

• filing all required federal and state tax returns

• paying all applicable federal, state, and local taxes arising from services provided through the Platform.

Caterizi shall not be responsible for the Partner's tax obligations and does not provide tax advice to Partners.

8.9. Anti-Money Laundering and Compliance

The Partner represents and warrants that:

• it is not subject to any sanctions administered by the Office of Foreign Assets Control (OFAC) of the United States Department of the Treasury

• it is not listed on any United States government sanctions list

• it will not use the Platform for any purpose that violates applicable anti-money laundering laws or regulations

• all funds used in connection with this Agreement are derived from legitimate business activities.

Caterizi reserves the right to suspend or terminate the Partner's access to the Platform if Caterizi has reasonable grounds to believe that the Partner is in violation of applicable anti-money laundering laws or sanctions regulations.

8.10. Accessibility

Caterizi makes reasonable efforts to ensure that the Platform is accessible to users with disabilities in accordance with applicable law including the Americans with Disabilities Act (ADA).

Partners are encouraged to ensure that their service offerings and communications with Clients through the Platform are accessible to individuals with disabilities to the extent practicable.

8.11. Non-Discrimination

The Partner agrees not to discriminate against Clients on the basis of race, color, religion, national origin, sex, disability, or any other characteristic protected under applicable federal or state law, including but not limited to the Civil Rights Act of 1964 and applicable state anti-discrimination statutes.

Caterizi reserves the right to suspend or terminate the Partner's access to the Platform if the Partner engages in discriminatory conduct toward Clients or other Platform users.

8.12. Entire Agreement

This Agreement constitutes the entire agreement between Caterizi and the Partner regarding the subject matter hereof.

It supersedes all prior agreements, communications, negotiations, or understandings between the parties related to the same subject matter unless otherwise expressly agreed in writing.

No oral representations, promises, or agreements made prior to or contemporaneously with the execution of this Agreement shall be binding on the parties unless incorporated into this Agreement in writing.

8.13. Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

Any waiver of any provision of this Agreement will be effective only if made in writing and signed by an authorized representative of the waiving party.

A waiver of any particular breach or default shall not constitute a waiver of any subsequent breach or default.

8.14. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Electronic signatures and electronically transmitted copies shall be deemed originals for all purposes under this Agreement.

8.15. Language

This Agreement is made in the English language.

The English language version of this Agreement shall be the authoritative and controlling version for all purposes.

Any translations of this Agreement provided by Caterizi are for informational purposes only and shall not affect the interpretation or enforcement of this Agreement.

8.16. Platform Operator Information

Platform operator:

Natalia Babkina Individual entrepreneur (autónomo) NIE Y5479825C 2446 W Madison Ave, Suite 1 PMB 1070 Chicago, IL 60612 United States

Operating under the brand Caterizi

Email: partners@caterizi.com Website: www.caterizi.com

8.17. Publication Date and Effective Date

Publication Date: October 5, 2026 Effective Date: October 12, 2026

8.18. SMS Notifications and TCPA Compliance

The Platform offers SMS notification services to Partners through third-party messaging providers to facilitate timely communication regarding Orders and payments.

8.18.1. Opt-In Requirement

SMS notifications will only be sent to Partners who have provided explicit prior express written consent in accordance with the Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227, and applicable regulations of the Federal Communications Commission (FCC).

By enabling SMS notifications through the Partner account Settings, the Partner expressly consents to receive automated text messages from Caterizi at the mobile telephone number provided in their account profile.

The Partner acknowledges that:

• consent to receive SMS notifications is not a condition of participating on the Platform
• message and data rates may apply depending on the Partner's mobile carrier and plan
• SMS notifications are sent using automated messaging technology.

8.18.2. Types of SMS Notifications

Partners who opt in to SMS notifications may receive the following categories of messages:

Order notifications:

• notification of a new Order requiring confirmation, with priority flagging for last-minute Orders
• notification that payment has been successfully processed for a confirmed Order.

Reminders:

• event reminder sent 24 hours before the scheduled event date.

8.18.3. SMS Notification Settings

Partners may manage their SMS notification preferences at any time through their Partner account Settings under the SMS Notifications section, including:

• enabling or disabling all SMS notifications
• selecting specific notification categories including Orders, Payments, and Reminders
• updating the mobile telephone number for SMS delivery.

8.18.4. Opting Out

Partners may opt out of SMS notifications at any time by:

• replying STOP to any SMS message received from the Platform
• disabling SMS notifications through Partner account Settings
• contacting the Platform at partners@caterizi.com.

Upon receipt of an opt-out request, the Platform will cease sending SMS notifications within a reasonable time not to exceed 10 business days as required by applicable law.

8.18.5. Message Frequency

The Platform limits SMS notifications to a maximum of 5 messages per day per mobile number.

For help regarding SMS notifications, reply HELP to any SMS message or contact partners@caterizi.com.

8.18.6. Partner Responsibility

The Partner is responsible for ensuring that the mobile telephone number provided in their account profile is accurate and belongs to an individual authorized to receive SMS communications on behalf of the Partner's business.

The Partner agrees to promptly update their contact information if the registered mobile number changes.