1.1 Scope

This Agreement governs your access to and use of the Services (as defined below).

1.2 Parties

"Need," "we," "us," and "our" refer only to Need Westwood Delivery Solutions, Inc., a Delaware corporation.

1.3 Eligibility & Territory

You must be located within the United States (including its territories) to use the Services. By placing an order or otherwise using the Services, you represent and warrant that your delivery or pickup address is in the United States.

1.4 Consumer Definition

For purposes of this Agreement, "Consumer" means any individual using the Services within the United States.

2.1 Description of Service

Need Westwood Delivery Solutions, Inc. ("Need") operates an online marketplace to broker the sale of convenience items between you ("Consumers") and our network of micro-warehouses (the "Stores"), which are owned and operated by franchisees ("Franchisees"); and to coordinate end-to-end order fulfillment and delivery using part-time W-2 employees ("Racers"), who are hired, scheduled, and dispatched by Need (or its franchisee partners). Racers do not choose individual orders; instead, Need's Technology automatically assigns them to pick, pack, and deliver orders within defined campus delivery regions using electric scooters.

2.2 Technology & Services

If you access any of our websites (e.g. www.needwestwood.com), install or use the Need mobile application, or otherwise use any software, APIs, or other technology provided by Need (collectively, the "Technology"), or access any information, feature, or functionality made available through that Technology (collectively, the "Services," which includes the Technology), then by doing so (or by clicking an "I Accept" button, completing account registration, or continuing to use the Services), you and your heirs, assigns, and successors agree to be bound by this Agreement (including future amendments published at www.needwestwood.com/terms-of-service); represent and warrant that you are of legal age in your jurisdiction to form a binding contract with Need; and represent and warrant that, if you are registering on behalf of an organization, you have the authority to bind that organization to this Agreement

Subject to Section 13.10 of this Agreement, Need reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Technology or Services at any time, effective upon posting an updated version of this Agreement at www.needwestwood.com/terms-of-service or through the Technology. If we make any material changes to this Agreement, we will notify you by email at the email address that you have provided to us or by another means. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes. If you do not agree to this Agreement or any modifications to this Agreement, you should immediately cease using the Technology and Services.

By using or accessing the Services, you agree to be bound by this Agreement and acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with Need's Privacy Policy, which is incorporated in this Agreement by reference. You also agree to abide by any additional Need terms or policies for Users that are published on our website or mobile application, whether or not such terms or policies are directly referenced or linked elsewhere in this Agreement. Certain features of our Services may be subject to additional terms and conditions, which, to the extent permitted by applicable law, are incorporated herein by reference.

(a) Lawful Use Only. You will use the Services only for lawful purposes. You will not use false pretenses, send or store unlawful material, or engage in deceptive, fraudulent, or malicious conduct.

(b) Compliance with Rights. You will respect all applicable laws and third-party rights, including copyrights, trademarks, trade secrets, privacy, publicity, and other intellectual property and personality rights.

(c) Authorized Access. You will access the Services only via interfaces, devices, and versions explicitly provided or authorized by Need. You may not circumvent technical restrictions or use unauthorized hardware or software to access the Services.

(d) Account Security. You are responsible for maintaining the confidentiality of your account credentials. You will not share your password or let others use your account, nor will you attempt to use anyone else's account.

(e) No Impersonation. You will not impersonate any person or entity, falsely claim an affiliation with any person or entity, or forge or manipulate identifiers to disguise your origin.

(f) Service Integrity. You will not damage, disable, overburden, or impair any Need server or network, nor interfere with any other user's access to the Services. Prohibited activities include DDoS, port scans, or attempting to breach security measures.

(g) No Scraping or Automation. You will not use robots, spiders, crawlers, scrapers, or any automated means to access, "mine," or extract data or content from the Services—unless you have Need's prior written permission.

(h) No Reverse Engineering. You will not decipher, decompile, disassemble, or reverse-engineer the Technology or any underlying software, except to the extent expressly permitted by applicable law.

(i) Intellectual Property Respect. You will not copy, reproduce, distribute, modify, create derivative works of, publicly display, or exploit any content, code, logos, reviews, menus, or catalogs from the Services, except for your own personal, non-commercial use.

(j) No Commercial Exploitation. You will not resell, license, sublicense, rent, lease, transfer, or otherwise commercially exploit the Services or Technology, nor use the Services to advertise or solicit any third party without Need's prior written consent.

(k) No Solicitation of Racers or Franchisees. You will not use the Services to contact, advertise to, solicit, or transact with Racers, Franchisees, or other Users outside the scope of placing or fulfilling orders.

(l) Promotions and Credits. You will not abuse or manipulate any promotional codes, referral programs, or store-credit offers (e.g., by opening multiple accounts to claim first-time-user incentives).

(m) Accurate Information. The information you provide, whether during registration or any subsequent communication, must be complete, up-to-date, and truthful. You agree to promptly notify Need of any changes.

(n) No Harmful Content. You will not post or transmit any content that is unlawful, defamatory, abusive, harassing, threatening, obscene, or otherwise objectionable.

(o) Respect for Others. You will not threaten, harass, stalk, intimidate, or harm any other Users, Racers, Franchisees, Need employees, or community members.

(p) Vulnerability Reporting. If you discover any errors, bugs, security vulnerabilities, or potential breaches of intellectual-property rights in the Services, you will promptly report them to support@needwestwood.com.

Need may suspend or terminate your access to the Services and/or take legal action if you violate any of the foregoing. Where required by law, we will provide you with written notice of any suspension or termination and the reasons therefor. Engaging in prohibited conduct may expose you to civil, criminal, or administrative penalties.

You must be at least eighteen (18) years old to use the Services. By agreeing to the Agreement, you represent and warrant to us: (1) That you are at least eighteen (18) years old; (2) That you have not previously been suspended, banned, or removed from using the Services; and (3) That your registration and your use of the Services is in compliance with any and all applicable laws and regulations.

(a) Accurate, Current & Complete Information. You will provide true, accurate, current, and complete information during registration and at all times thereafter. You must promptly update your Account information if it changes.

(b) Eligibility & Prohibited Users. You must be at least 18 years old (or the legal age in your jurisdiction) and otherwise eligible under these Terms. You may not register or maintain an Account if you have been previously removed, suspended, or banned from the Services.

(c) Sole Authorized User. You are the sole authorized user of your Account. You may not share your login credentials or permit others to access your Account. You may not transfer or assign your Account to anyone else.

(d) Account Security & Responsibility. You are solely responsible for safeguarding your password, multi-factor credentials, and any third-party login credentials (e.g., via Google or Apple). You accept full responsibility for all activities that occur under your Account or through your device.

(e) Notification of Unauthorized Use. If you suspect any unauthorized use of your Account or believe your credentials have been compromised, you must immediately notify us at support@needwestwood.com.

(f) Verification & Identity Checks. We may require additional information or documentation to verify your identity, confirm your eligibility, or secure your Account. Failure to provide requested information may result in suspension or termination of your Account.

(g) Consequences of False or Misleading Information. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if we have reasonable grounds to suspect such, we may suspend or terminate your Account and refuse any current or future use of the Services.

(h) Termination & Re-Registration. We reserve the right to suspend or terminate your Account at our sole discretion for any violation of these Terms. If your Account is terminated, you may not re-register or open a new Account without our prior written consent.

By registering for an Account, you acknowledge and agree to be bound by these requirements and all other provisions of this Agreement.

8.1 Definitions

User Content refers to any content, including but not limited to text, images, videos, reviews, ratings, and other materials that users submit, post, or display on or through our platform.

8.2 User Warranties

By submitting User Content, you represent and warrant that you own or have the necessary rights, licenses, and permissions to use and authorize us to use such content in accordance with these Terms.

8.3 License Grant

You grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content in connection with our platform.

8.4 Feedback

Any feedback, comments, or suggestions you provide regarding our platform shall be our sole property and we may use such feedback for any purpose without obligation to you.

8.5 Ratings and Reviews

Users may post reviews and ratings of services and experiences. We reserve the right to remove any review or rating that violates our content guidelines or these Terms.

8.6 Monitoring and Removal

We reserve the right to monitor, review, and remove any User Content that we determine, in our sole discretion, violates these Terms or is otherwise objectionable.

8.7 Disclosure

We may disclose User Content to law enforcement authorities or other third parties if required by law or if we believe such disclosure is necessary to protect our rights or the safety of others.

9.1 Consent to Communications

By creating an account or using the Services, you consent to receive communications from Need Westwood Delivery Solutions, Inc. ("Need"), our franchisees, Racers, and authorized third-party partners via:(a) Email(b) SMS/MMS (including messages sent by an automatic telephone dialing system or prerecorded messages)(c) Push notifications and in-app messages in the Need mobile application(d) Telephone calls (which may be autodialed or prerecorded)These communications may include:(a) Transactional or relationship messages (e.g., order confirmations, status updates, delivery notifications, security alerts, password resets, service interruptions, legal or policy updates);(b) Marketing or promotional messages (e.g., special offers, surveys, newsletters); and(c) Customer support messages (responses to inquiries, troubleshooting).

9.2 Message Frequency & Rates

Message and data rates may apply based on your carrier and plan. Frequency will vary depending on your activity and preferences.

9.3 Required vs. Optional Communications

Transactional messages (order updates, account notifications) are required to deliver the Services. You cannot opt-out of these except by deleting your account. Marketing messages are optional and you may opt-out as described below.

9.4 How to Opt-Out

Each channel's opt-out applies only to that channel:(a) Email (Marketing Only). Click the "Unsubscribe" link in any promotional email. Transactional emails cannot be opted out without account deletion.(b) SMS/MMS. To stop marketing texts, reply STOP to any message. To stop transactional SMS/MMS (order updates), disable "Order Updates" under Notifications in your Account Settings (note: disabling may impair the Service).(c) Push Notifications. Toggle off notifications in your device's settings or in the Need app under Notification Settings.(d) Phone Calls (Marketing Only). During any call, request to be added to our internal Do-Not-Call list, or email support@needwestwood.com. Transactional calls cannot be opted out without deleting your account.(e) All Communications. To cease all communications from Need, you must delete your account.

9.5 Updating Your Contact Information

If your email address or phone number changes, you must update your Account promptly to ensure we continue to reach you with important notices and to prevent communications from going to someone else.

9.6 Wireless Carrier Authorization

You authorize your wireless carrier to disclose information about your device and account to Need or our service providers for the duration of our business relationship, solely to identify you and prevent fraud.For more on how we use and protect your data, see our Privacy Policy.

By creating a Need account or using the Technology or Services, you consent to the use of electronic records. You also agree that all terms and conditions, agreements, notices, disclosures, and other communications that Need provides to you electronically satisfy any legal requirement for such communications to be in writing. You agree to keep your contact information, including phone number and email address, current. This paragraph does not affect your statutory rights.

To view and retain a copy of this Agreement, you will need (a) a device (such as a computer or mobile phone) with a web browser and Internet access, and (b) either a printer or storage space on such device

Need alone (and its licensors, where applicable) shall own all right, title, and interest, including all related intellectual property rights, in and to the Technology and the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Technology or the Services, or any intellectual property rights owned by Need. Need names, Need logos, and the product names associated with the Technology and Services are trademarks of Need or third parties, and no right or license is granted to use them. You agree that you will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Technology or the Services.

12.1 Prices and Charges

Displayed Prices. The prices for products displayed through the Services may differ from those published by our Franchisees or available elsewhere. Need has no obligation to itemize or disclose its costs, profits, or margins. Prices may change at any time without notice.Estimates vs. Final Pricing. At checkout you will see an estimated subtotal, fees, taxes, and tip. Final charges may differ if a Franchisee's system reports a different price, or if fees or taxes change. You agree to pay the final amount charged, even if it differs from the estimate.Transaction Taxes. You are responsible for all transaction-based taxes (e.g., sales tax, use tax, VAT) on your orders under this Agreement. If such taxes apply, we will charge you the additional amount.

12.2 Payment Authorization & Holds

Pre-Authorization. When you place an order, Need or its payment processor may temporarily authorize or place a hold on your payment method for the estimated total (which may exceed the final charge).Payment Capture. We will capture payment up to 24 hours after your order is completed or canceled. If the hold exceeds the final amount, the difference will be released—typically within 1–5 business days, depending on your bank.Agent for Franchisees. For orders fulfilled by a Franchisee, Need acts as a limited payment collection agent on the Franchisee's behalf. Your payment to Need is the same as a payment to the Franchisee.

12.3 Refunds & Cancellations

Delivered & Completed Orders. Charges for completed and delivered orders are final and non-refundable, except as outlined below or at Need's sole discretion.Cancellation Fees. If you cancel an order before packing, no fee or a nominal cancellation fee may apply. If you cancel an order after packing or dispatch, a cancellation fee up to the full order amount may apply."Consumer Not Available" Fee. If a Racer arrives and you are not at the designated delivery location, you may incur a "Consumer Not Available" fee equal to the order total.Refund Requests. To request a refund or credit, please follow the procedures set out in the Technology or Services.

12.4 Promotional Offers & Credits

Promotional Offers. Need may, in its sole discretion, provide promotional discounts, fee waivers, or other offers ("Promotions"). Each Promotion is subject to its specific terms, cannot be combined or transferred unless expressly permitted, and may expire at any time.Referral Program. We may offer a Referral Program that awards credits or discounts when you invite friends who place their first order. Referral rewards are non-transferable, not redeemable for cash, and subject to program terms. Referral rewards may be modified or revoked by Need at any time for any reason.

12.5 Changes to Fees & Pricing

Need may add, remove, or modify any fees, including Delivery Fees, Service Fees, Small Order Fees, Expanded Range Fees, Regulatory Fees, and Surge Fees, at any time. You will have an opportunity to review fees before you confirm an order.

12.6 Payment Method Updates

Kept on File. Need may store multiple payment methods to prevent service interruptions. If your preferred payment fails, we may charge another payment method on file.You Must Update. You are responsible for keeping your payment information current. Changes in billing details should be made in Account Settings.By placing an order, you authorize Need to charge the final order amount (including taxes, fees, tip, and any applicable cancellation or "Consumer Not Available" fees) to your chosen payment method in accordance with this Section 12. If we believe a payment method is fraudulent or otherwise invalid, we may require you to provide a different payment method before fulfilling your order.

13.1. Agreement to Arbitrate

This Section 13 of the Agreement (the "Arbitration Agreement") governs how claims between you and Need Westwood Delivery Solutions, Inc. ("Need," "we," or "us") are resolved. By using the Services, you and Need agree that any dispute, claim, or controversy arising out of or relating to this Agreement, your account, the Services, or your relationship with Need (including statutory, tort, contract, consumer protection, and other claims) will be resolved by binding arbitration, rather than in court, except as set forth below.

13.2. Scope; Survival

This Arbitration Agreement applies to all claims and disputes that arose before or after the Effective Date of this Agreement. It survives termination of your account and your use of the Services.

13.3. Exceptions

You may pursue the following matters in court rather than arbitration:(a) Small Claims. Disputes in small claims court if within that court's jurisdictional limits (individual claims only).(b) Intellectual Property. Either party may seek injunctive or equitable relief in court to protect intellectual property rights (e.g., trademarks, trade secrets).(c) Public Injunctive Relief. If a court determines your request for public injunctive relief cannot be arbitrated, that claim may proceed in court—but only that claim.

13.4. Informal Dispute Resolution

Before initiating arbitration, you and Need agree to attempt to resolve disputes informally:(i) Notice. Send a written notice describing your claim to support@needwestwood.com. (ii) Meet & Confer. We will meet or speak by phone/video within 30 days to try to resolve the dispute. (iii) Tolling. Statutes of limitation and filing deadlines are paused during this 30-day period.If we cannot resolve the dispute informally, either party may then demand arbitration.

13.5. Arbitration Procedures

(a) Administrator & Rules. Arbitration will be administered by JAMS under its Consumer Arbitration Rules & Procedures (available at www.jamsadr.com).(b) Location & Format. Arbitration will occur in your county of residence (or another mutually agreed location) and may be conducted in person, by phone, by video conference, or based on written submissions.(c) Notice & Demand. To initiate arbitration, you must send a written Notice of Dispute to General Counsel, Need Westwood Delivery Solutions, Inc., 2261 Market St STE 86469, San Francisco, CA 94114, and to support@needwestwood.com; and file a Demand for Arbitration with JAMS and pay the initial filing fee (currently $250).(d) Fees & Costs. Need will pay any JAMS fees that exceed $250 and any hearing fees. If you demonstrate inability to pay the filing, administrative, or hearing fees, Need will cover them. Each party bears its own attorneys' fees and costs unless the arbitrator awards otherwise.(e) Arbitrator's Authority. The arbitrator has the exclusive power to decide all disputes about the enforceability, scope, and interpretation of this Arbitration Agreement (except for Section 14.6 below). The arbitrator may award the same damages and relief that a court could, including injunctive relief on an individual basis.

13.6. No Class, Collective or Representative Actions

Both you and Need agree that all disputes will be arbitrated on an individual basis only. CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDINGS ARE WAIVED; NEITHER YOU NOR NEED WILL BE ENTITLED TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION IN COURT OR IN ARBITRATION.

13.7. Opt-Out

You may opt out of this Arbitration Agreement by sending a written notice to support@needwestwood.com within 30 days after first accepting these Terms. Include your name, email, phone number, and a clear statement that you wish to opt out of arbitration.

13.8. Amendments

We will provide 30 days' notice of any material changes to this Arbitration Agreement via email or in-app notification. Material changes will not apply to disputes you have already notified us of.

13.9. Survival

This Arbitration Agreement survives termination of your account or your use of the Services.

13.10. Modification

Notwithstanding anything to the contrary in these Terms, if Need materially changes this Arbitration Agreement after you've provided notice of a dispute, those changes will not apply to that dispute.

13.11. Entire Agreement; Severability

This Arbitration Agreement is the complete and exclusive statement of the agreement on arbitration between you and Need. If any provision (other than Section 13.6, the waiver of class actions) is found unenforceable, the rest remains in full effect.

14.1. Third-Party Materials

The Services may display or link to content, data, applications, advertisements, or other materials provided by third parties ("Third-Party Materials"). When you access Third-Party Materials, whether by clicking a link, tapping an ad, or otherwise, you leave Need's environment and are subject to the terms, privacy policies, and practices of the third party. Need does not review, endorse, monitor, warrant, or make any representations about Third-Party Materials, their accuracy, completeness, safety, legality, or quality. Your use of Third-Party Materials is at your own risk; you should review any applicable terms, privacy policies, and practices before providing personal information or completing transactions with third parties.

14.2. App Stores & Platform Providers

If you download or use our mobile applications ("Technology") via an app marketplace such as Apple's App Store or Google Play (each an "App Store"), you acknowledge that:(a) The Agreement is solely between you and Need; not the App Store or its affiliates.(b) The App Store is not responsible for the Technology, its content, maintenance, support, or any warranty.(c) Need, not the App Store, addresses any claims relating to the Technology, including product liability, legal compliance, or intellectual-property infringement.(d) You must comply with all App Store terms (e.g., Apple's or Google's developer and user policies) when using the Technology.(e) Each App Store and its affiliates are intended third-party beneficiaries of this Agreement and may enforce its terms against you.

14.3. Export & Restricted-Party Compliance

You represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory subject to U.S. or Canadian embargoes or sanctions, and that you are not listed on any U.S. or Canadian government list of prohibited or restricted parties.By continuing to use the Services, you agree that Need may monitor your compliance with this Section 14 and take appropriate action, including suspension or termination of your account, if you violate it.

15.1 Definitions

(a) Alcoholic beverages (e.g., beer, wine, spirits);(b) Tobacco and vaping products; and(c) Other products requiring age verification under applicable law or Store policy (e.g., certain over-the-counter medications).

15.2 Legal Age Representations

By ordering or receiving any Age-Restricted Products, you expressly represent and warrant that:(a) You and the intended recipient are of "Legal Age" to purchase and consume such products in the relevant jurisdiction (e.g., 21+ for alcohol; 18+ or 21+ for tobacco as required by state law).(b) You will provide bona fide, government-issued photo identification showing date of birth upon delivery or pickup.

15.3 Delivery and Pickup Requirements

(a) Recipient Presence. The named recipient must be physically present at delivery, or present at pickup, to accept Age-Restricted Products.(b) ID Verification. The recipient must present valid photo ID, such as a driver's license, passport, or military ID that clearly shows age.(c) No Intoxication. For Alcoholic Beverages, the recipient must not appear intoxicated at the time of delivery.

15.4 Refusal of Delivery or Pickup

The Racer or Store may refuse to deliver or release Age-Restricted Products if:(a) The recipient is under Legal Age;(b) The recipient cannot produce valid photo ID;(c) The name on the ID does not match the order; or(d) The recipient appears intoxicated (for alcohol).

15.5 Non-Refundable Fees

If delivery or pickup of Age-Restricted Products is refused for any reason in Section 15.4, then:(a) Your entire order, including non-restricted items, may be returned to the Store or otherwise deemed undeliverable.(b) You will remain responsible for payment of the full order total. No refunds will be issued except at Need's sole discretion.(c) You may incur a non-refundable "Undeliverable Item Fee" equal to a portion of, or the full, order amount to cover handling and restocking costs.

15.6 Store Discretion & Availability

(a) Not all Stores or Franchisees offer Age-Restricted Products. Availability depends on local licensing and Store policies.(b) Need and its Franchisees reserve the right to remove Age-Restricted Products from the Services, restrict certain Users, or cancel orders for any reason permitted by law.By ordering Age-Restricted Products, you acknowledge and accept all requirements, restrictions, and potential consequences set forth in this Section 15.

"Age-Restricted Products" means any items for which the purchase or receipt is legally restricted by age in your delivery jurisdiction, including without limitation:

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Need Westwood Delivery Solutions, Inc. and its subsidiaries, affiliates, officers, directors, employees, agents, Franchisees, Racers, service providers, licensors, and investors (each, an "Indemnified Party") from and against any and all losses, liabilities, damages, judgments, awards, fines, penalties, costs, and expenses (including reasonable attorneys' fees and costs) ("Losses") arising out of or relating to:(a) Your Use of the Services. Any use or misuse of the Technology or Services by you or anyone accessing the Services through your account;(b) Your Content. Any User Content you submit, post, or transmit;(c) Agreement Violations. Your breach of this Agreement or any representation, warranty, or covenant herein;(d) Legal Violations. Your violation of any applicable law, rule, or regulation;(e) Third-Party Rights. Your infringement or misappropriation of any intellectual property, privacy, publicity, or other rights of any third party;(f) Third-Party Interactions. Any dispute between you and any third party (including Stores, Franchisees, Racers, or other users).

16.2 Defense & Settlement

Control of Defense. You may, at your own expense, elect to assume the defense of any claim subject to indemnification by providing written notice to Need. If you assume defense, you must (a) engage counsel reasonably acceptable to Need, (b) diligently prosecute the defense, and (c) not settle or compromise any claim without Need's prior written consent.Need's Right to Assume. If you fail to assume defense timely, Need may assume defense and control of the matter at its own expense. You agree to cooperate fully with Need's defense, including providing documents and testimony as reasonably requested.

16.3 Notification

Need will use reasonable efforts to notify you in writing of any claim or demand subject to indemnification. Failure to give prompt notice will not relieve you of your obligations except to the extent you can demonstrate material prejudice.

16.4 Exclusions

You will not be required to indemnify any Indemnified Party for Losses resulting solely from such party's gross negligence, fraud, or willful misconduct.

16.5 Survival

TThis indemnification obligation survives termination of your account, your relationship with Need, and this Agreement.

17.1. No Warranties; "As Is" / "As Available"

TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR USE OF THE TECHNOLOGY AND SERVICES IS AT YOUR SOLE RISK. NEED PROVIDES THE TECHNOLOGY AND SERVICES "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

17.2. No Guarantee of Availability or Performance

NEED DOES NOT WARRANT OR GUARANTEE THAT THE TECHNOLOGY OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT NETWORKS, INTERNET, AND ELECTRONIC COMMUNICATIONS HAVE INHERENT LIMITATIONS AND DELAYS, AND NEED WILL NOT BE LIABLE FOR ANY INTERRUPTIONS, ERRORS, OR DATA LOSS ARISING FROM YOUR USE OF THE TECHNOLOGY OR SERVICES.

17.3. Accuracy of Content; Merchant Data

PRODUCTS, PRICING, INVENTORY, DELIVERY TIMES, LOCATION INFORMATION, NUTRITIONAL OR ALLERGEN DETAILS, IMAGES, AND OTHER PRODUCT-RELATED DATA ARE SUPPLIED BY FRANCHISEES OR THIRD-PARTY PARTNERS. NEED DOES NOT REPRESENT OR WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY SUCH INFORMATION. YOU RELY ON THIRD-PARTY CONTENT AT YOUR OWN RISK.

17.4. No Liability for Equipment or Data Loss

NEED IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR EQUIPMENT, SOFTWARE, OR DATA THAT RESULTS FROM YOUR USE OF, OR INABILITY TO USE, THE TECHNOLOGY OR SERVICES, INCLUDING ANY VIRUSES, WORMS, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE TECHNOLOGY OR SERVICES.

17.5. No Professional Advice

ANY HEALTH, NUTRITIONAL, OR ALLERGEN INFORMATION PROVIDED THROUGH THE SERVICES IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE. NEED DISCLAIMS ALL LIABILITY FOR YOUR RELIANCE ON SUCH INFORMATION.

17.6. Limitations on Scope

SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF IMPLIED WARRANTIES OR CONDITIONS. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. THIS SECTION 17 APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

The Technology and Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Except as otherwise required by applicable law and subject to the Non-Excludable Provisions, Need is not responsible for any delays, delivery failures, damage, loss, injury, or other economic damage resulting from such problems.

19.1 Remedies for Breach

If you materially breach this Agreement, Need may, in its sole discretion and without liability, suspend or terminate your account and access to the Services. You acknowledge that monetary damages may be an insufficient remedy for certain breaches, and Need may seek injunctive relief to prevent or curtail any such breach.

19.2 Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEED'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THE TECHNOLOGY OR SERVICES, OR ANY CONTENT, PRODUCTS, OR SERVICES OBTAINED THROUGH THE TECHNOLOGY OR SERVICES, SHALL NOT EXCEED THE GREATER OF:(a) The total fees actually paid by you to Need in the six (6) months immediately preceding the event giving rise to the claim; or(b) One hundred dollars (US $100)

19.3. Exclusions of Certain Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER NEED NOR ITS INDEMNIFIED PARTIES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR USE, EVEN IF NEED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.4. No Liability for Third-Party Conduct

The Platform merely connects you with Franchisees, Racers, and other third parties. NEED DOES NOT CONTROL THEIR ACTIONS OR THE QUALITY, SAFETY, OR LEGALITY OF THEIR PRODUCTS OR SERVICES. YOU WAIVE AND RELEASE NEED FROM ANY CLAIMS ARISING OUT OF OR RELATING TO THIRD-PARTY MERCHANT PRODUCTS, RACER DELIVERY SERVICES, OR ANY INTERACTIONS BETWEEN YOU AND THIRD PARTIES.

19.5. Exceptions & Severability

If any part of this Section 19 is held invalid or unenforceable under applicable law, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of this Section 19 will remain in full force and effect.

If you violate this Agreement, Need may respond based on a number of factors including, but not limited to, the egregiousness of your actions and whether a pattern of harmful behavior exists./n/nIn addition, at its sole discretion, Need may modify or discontinue the Technology or Services, or may modify, suspend, or terminate your access to the Technology or the Services, for any reason, with or without notice to you and without liability to you or any third party. Where required by law, we will provide you with written notice of the suspension or termination of your access to the Technology or the Services, including of the reasons which led us to take such action. In addition to suspending or terminating your access to the Technology or the Services, Need reserves the right to take appropriate legal action, including without limitation, pursuing civil, criminal, or injunctive redress. Even after your right to use the Technology or the Services is terminated, this Agreement will remain enforceable against you. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement.

21.1. Need's Policy on Repeat Infringers

Need Westwood Delivery Solutions, Inc. ("Need") respects the intellectual property rights of others and expects Users to do the same. In accordance with the Digital Millennium Copyright Act ("DMCA"), Need will terminate, in appropriate circumstances and at Need's sole discretion, the accounts of Users who are determined to be repeat infringers.

21.2. DMCA Notice

If you believe that your copyrighted work has been posted on or through the Services in a way that constitutes copyright infringement, you may submit a notice ("DMCA Notice") by providing the following information to Need's Copyright Agent (see Section 21.4):(a) Signature. Your physical or electronic signature.(b) Identification of the Work. A description of the copyrighted work that you claim has been infringed.(c) Location of Infringing Material. A description of where the infringing material is located on the Services (e.g., URL(s) or other sufficient detail to permit Need to locate it).(d) Contact Information. Your name, mailing address, telephone number, and email address.(e) Good-Faith Statement. A statement that you have a good-faith belief that the use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.(f) Perjury Statement. A statement, under penalty of perjury, that the information in your DMCA Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.Upon receipt of a DMCA Notice complying with Section 21.2, Need will act expeditiously to remove or disable access to the allegedly infringing material and notify the user who posted it.

21.3. Counter-Notice

If your content has been removed or disabled and you believe it was removed in error, you may submit a counter-notice to Need's Copyright Agent containing:(a) Your physical or electronic signature.(b) Identification of the material that was removed (with the URL(s) where it appeared).(c) A statement under penalty of perjury that you have a good-faith belief the material was removed as a result of mistake or misidentification.(d) Your name, address, telephone number, and email address.(e) A statement consenting to the jurisdiction of the federal district court for the judicial district in which your address is located (or, if you are outside the United States, any U.S. judicial district), and that you will accept service of process from the person who provided the original DMCA Notice or their agent.Upon receipt of a valid counter-notice, Need will forward it to the original claimant and, absent receipt of a court order prohibiting the infringing activity, will restore the material in 10–14 business days.

21.4. Copyright Agent Contact

Send DMCA Notices and counter-notices only to:Copyright Agent General Counsel Need Westwood Delivery Solutions, Inc. 2261 Market Street, Suite 86469 San Francisco, CA 94114 support@needwestwood.com

21.5. Reservation of Rights

Need may terminate the accounts of repeat infringers in appropriate circumstances and may take any other action it deems fit. Nothing in this policy limits Need's right to remove content or terminate accounts at its sole discretion.

(a) No Joint Venture or Partnership. Nothing in this Agreement creates a joint venture, partnership, employment, or agency relationship between you and Need Westwood Delivery Solutions, Inc. ("Need") or any third party

b) Choice of Law. This Agreement and any disputes arising out of or relating to it are governed by the laws of the State of Delaware without regard to its conflict-of-law principles, and consistent with the Federal Arbitration Act.

(c) Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

(d) Consumer Complaints. If you have a complaint about the Services, please first visit our Customer Support page. United States Consumers in California may also contact the Complaint Assistance Unit of the Division of Consumer Services, California Department of Consumer Affairs, at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834 or (800) 952-5210.

(e) App Stores & Platform Providers. If you download or use our mobile applications from an app marketplace (e.g. Apple App Store, Google Play): (i) This Agreement is solely between you and Need, not the App Store or its affiliates; (ii) Need, not the App Store, is responsible for the Technology and Services (including maintenance, support, and warranty); (iii) You must comply with all applicable App Store terms when using the Technology; (iv) Each App Store and its affiliates are intended third-party beneficiaries of this Agreement and may enforce its terms against you.

(f) Notice. You must keep your email address in Account Settings up to date. Notices we send to the email address you provide or post in-app will constitute effective notice. Electronic communications (email, in-app messages, posting to your account) satisfy any legal requirement to provide written notice. You may give notice to Need via our Customer Support page; such notice is deemed given on the next business day after receipt.

(g) Assignment. You may not transfer or assign your rights under this Agreement. Need may freely assign or delegate its rights and obligations without notice. This Agreement binds and benefits the parties and their respective permitted successors and assigns.

(h) Currency. All prices and amounts in the Services are quoted in U.S. Dollars, unless otherwise indicated.

(i) Legal Compliance. You may access and use the Services only in jurisdictions where it is legal to do so and only in accordance with applicable laws, rules, and regulations.

(j) Subcontracting. Need may engage subcontractors or service providers to perform any of its obligations under this Agreement without your prior consent.

(k) Variation of Services. Need may modify, suspend, or discontinue any feature of the Services or Technology temporarily or permanently, with or without notice, at its sole discretion.

(l) Language. The official language of this Agreement is English. Any translations are provided for convenience only; if there is a conflict, the English version governs.

(m) Entire Agreement. This Agreement (including policies referenced herein) constitutes the entire agreement between you and Need with respect to the Services and supersedes all prior or contemporaneous communications, proposals, or agreements, oral or written, relating to the subject matter hereof.

Need welcomes your questions or comments regarding this Agreement. Please find our contact information below:Need Westwood Delivery Solutions, Inc. 2261 Market Street, Suite 86469 San Francisco, CA 94114 support@needwestwood.com San Francisco, CA 94114 support@needwestwood.com

Need Westwood Delivery Solutions, Inc. 2261 Market Street, Suite 86469 San Francisco, CA 94114 support@needwestwood.com