TERMS AND CONDITIONS FOR HOME CHEFS ON THE EATRO PLATFORM

Effective Date: [07-30-2025]

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. BY REGISTERING AS A HOME CHEF ON THE EATRO PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

This Home Chef Agreement (“Agreement”) is entered into by and between EATRO Inc. (“EATRO,” “we,” “our,” or “us”) and you (“Home Chef,” “you,” or “your”) and governs your access to and use of the EATRO platform as a home chef. EATRO is a technology platform that enables home chefs to prepare and sell food to customers through a digital marketplace. This Agreement outlines the terms under which you may use the EATRO platform, operate within EATRO-approved ghost kitchens, and utilize packaging services provided by EATRO.

SECTION 1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. These definitions shall apply throughout the Agreement unless otherwise stated or clearly indicated by the context:

1.1 “EATRO Platform”

Refers to the proprietary software system, including but not limited to EATRO’s website, mobile applications, APIs, dashboards, algorithms, customer service modules, backend infrastructure, and any related tools or services offered directly or indirectly by EATRO. The platform facilitates the marketing, sale, ordering, preparation, and delivery of meals from independent Home Chefs to Customers.

1.2 “Home Chef”

Means any individual who has completed the EATRO registration and verification process, been approved by EATRO, and is authorized to use the platform to offer, prepare, and sell food. The Home Chef operates as an independent contractor, not as an employee, partner, or agent of EATRO.

1.3 “Customer”

Refers to any individual, business, or entity who accesses the EATRO platform to browse, order, or receive food services offered by Home Chefs. Customers are bound by their own Terms of Use and Privacy Policy applicable to end users.

1.4 “Ghost Kitchen”

Refers to a fully licensed, commercial-grade food preparation facility provided or approved by EATRO and offered to Home Chefs on a subscription basis. The Ghost Kitchen serves as the designated site for food preparation, packaging, and operational compliance. Use of the Ghost Kitchen is subject to additional site-specific rules, scheduling policies, and sanitation requirements.

1.5 “Packaging Services”

Refers to food-grade, EATRO-branded packaging materials including, but not limited to, containers, lids, labels, bags, insulation, seals, tamper-evident stickers, and other consumable supplies provided to Home Chefs either as part of their subscription plan or for separate purchase. All such materials must meet FDA food-contact safety regulations and be used in accordance with platform rules.

1.6 “Business Insurance”

Refers to the legally required general liability and product liability insurance coverage that each Home Chef must obtain and maintain at all times while active on the EATRO platform. Minimum policy requirements may include bodily injury, property damage, and completed operations liability, and must name EATRO as an additional insured party upon request.

1.7 “Subscription Fees”

Means the monthly or recurring fees paid by the Home Chef to EATRO in exchange for access to one or more of the following: use of Ghost Kitchen facilities, receipt of Packaging Services, access to the EATRO platform, participation in marketing initiatives, and any other related administrative or technological service. Subscription Fees are mandatory unless explicitly waived in writing by EATRO.

1.8 “Content”

Includes any text, images, recipes, dish names, descriptions, audio, video, promotional copy, or other material uploaded, posted, transmitted, or otherwise shared by the Home Chef on or through the EATRO platform.

1.9 “Services”

Encompasses the full suite of technology, business tools, branding materials, support resources, and logistical coordination offered by EATRO to enable Home Chefs to prepare, sell, and deliver meals to Customers.

1.10 “Applicable Law”

Means any individual who has completed the EATRO registration and verification process, been approved by EATRO, and is authorized to use the platform to offer, prepare, and sell food. The Home Chef operates as an independent contractor, not as an employee, partner, or agent of EATRO.

SECTION 2. ACCEPTANCE OF TERMS

2.1 Binding Agreement

By registering as a Home Chef on the EATRO Platform, accessing or using any part of the platform, or clicking “I Agree” during the registration process, you affirm that you have read, understood, and voluntarily agree to be bound by the terms and conditions of this Agreement in full. This Agreement constitutes a legally binding contract between you and EATRO Inc.

2.2 Incorporation of Policies and Future Amendments

This Agreement includes and incorporates by reference the following documents and policies, which shall form an integral part of this Agreement:
a. EATRO Privacy Policy
b. EATRO Community Guidelines
c. EATRO Food Safety and Packaging Protocols
d. Any supplemental terms and conditions issued by EATRO and made available to you, including onboarding materials, kitchen policies, or promotional terms

You acknowledge and agree that these documents may be modified from time to time, and your continued use of the platform constitutes acceptance of those modifications.

2.3 Voluntary Participation

You agree that your participation as a Home Chef on the EATRO Platform is entirely voluntary. You have the right to accept or reject any customer order, to determine your own menu offerings, and to establish your pricing (subject to platform rules). However, your use of the platform is governed by performance metrics, health standards, and review policies established by EATRO.

2.4 Account Creation and Authority

To access the platform, you must create a Home Chef account by submitting accurate, complete, and current information including but not limited to your legal name, contact information, food handler certification, and tax identification number. You represent and warrant that all submitted information is truthful and that you have the legal authority to enter into this Agreement on your own behalf or on behalf of a business entity you represent.

2.5 Electronic Signature Consent

You agree that your indication of assent to this Agreement and any future documents or amendments via electronic means (e.g., clicking a checkbox, submitting a digital form, or typing your name) shall constitute a valid and legally enforceable electronic signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA).

2.6 Updates and Revisions

EATRO reserves the right to modify, update, or revise this Agreement at any time in its sole discretion. You will be notified of any material changes via email or through in-app alerts. Such modifications shall become effective upon posting. It is your responsibility to review the updated Agreement. Continued use of the platform following any amendment constitutes your binding acceptance of the changes.

2.7 Termination for Non-Acceptance

If you do not accept any updated version of this Agreement or any incorporated policy, you must immediately cease all use of the EATRO Platform and notify EATRO in writing to request account termination. Use of the platform without agreeing to the updated terms shall constitute a breach of this Agreement.

SECTION 3. ELIGIBILITY REQUIREMENTS

3.1 Minimum Age and Legal Capacity

To register and operate as a Home Chef on the EATRO Platform, you must be at least eighteen (18) years of age or the minimum legal age of majority in your jurisdiction, whichever is greater. By accepting this Agreement, you represent and warrant that you have the full right, power, and authority to enter into and be legally bound by the terms herein and that you are not otherwise barred from doing so under any applicable laws.

3.2 Legal Work Authorization

You must possess valid legal authorization to work, operate a food business, and earn income in the jurisdiction(s) in which you intend to provide food services. You are solely responsible for maintaining all necessary visas, permits, or residency documentation that authorize you to lawfully participate in commercial food activities.

3.3 Identification and Verification

You are required to submit valid government-issued identification, such as a driver’s license, passport, or national identity card, as part of the registration and onboarding process. EATRO reserves the right to verify your identity through third-party services and may suspend or deny access to the platform if your identity cannot be verified to EATRO’s satisfaction.

3.4 Background Checks

As a condition of onboarding, you consent to an initial and recurring background check, which may include, but is not limited to:
a. Criminal history checks
b. Sex offender registry checks
c. Civil litigation or fraud reports
d. Government watchlists
e. Public records databases
EATRO reserves the right, at its sole discretion, to disqualify or remove any Home Chef whose background is deemed inconsistent with platform safety standards, brand reputation, or customer trust.

3.5 Food Safety Certification

You must possess and maintain, at all times while operating on the platform, a current and valid ANSI-accredited food handler certificate or other food safety training certification as may be required by your local jurisdiction. You agree to upload proof of certification during onboarding and to renew or update such documentation upon expiration. Failure to maintain valid certification may result in suspension or termination of your account.

3.6 Business Insurance Compliance

You are required to obtain and maintain a general liability and product liability insurance policy with minimum coverage limits as specified by EATRO. The policy must cover bodily injury, food-related illness, property damage, and completed operations liability. Upon request, you agree to provide a Certificate of Insurance listing EATRO Inc. as an additional insured. You must maintain continuous coverage for the duration of your use of the platform.

3.7 Health and Hygiene Commitments

You agree to comply with all personal hygiene, cleanliness, and physical health standards required for safe food handling. You shall not prepare or handle food if you are experiencing any symptoms of illness or infection, including but not limited to vomiting, diarrhea, fever, or skin lesions. You agree to notify EATRO immediately if you are diagnosed with any communicable disease that may pose a risk to customers or co-users of the Ghost Kitchen.

3.8 Exclusive Use of Approved Kitchen Facilities

Unless expressly authorized by EATRO in writing, all food prepared for sale on the platform must be produced within an EATRO-approved Ghost Kitchen facility. Preparation in a home kitchen, unlicensed space, shared commissary without approval, or outdoor location is strictly prohibited. EATRO may conduct audits or request photographic or video documentation to verify compliance.

3.9 No Conflict of Interest or Platform Ban

You may not register as a Home Chef if you:
a. Have previously been removed or permanently banned from the EATRO platform for misconduct or policy violations; b. Are employed by a direct competitor of EATRO or have any business interest that creates a material conflict of interest with EATRO’s operations;
c. Have ownership or control over another Home Chef account unless expressly approved in writing by EATRO.

3.10 Accuracy of Submitted Information

You agree that all registration information, including name, address, phone number, email address, banking details, certifications, and legal documents, is accurate, complete, and kept up to date. You must promptly notify EATRO of any changes to such information. Submission of fraudulent or materially misleading information is grounds for immediate termination and legal action.

3.11 Right to Deny Access

EATRO reserves the absolute right, at its sole discretion and without liability, to deny access to the platform to any applicant who does not meet the eligibility criteria or who, in EATRO’s reasonable judgment, poses a risk to the safety, compliance, integrity, or reputation of the platform, its customers, its brand, or its partners.

SECTION 4. EATRO SERVICES

4.1 Platform Overview

EATRO Inc. provides access to a proprietary technology platform (the “EATRO Platform”) that enables independent Home Chefs to offer meals to customers through a digital marketplace. The platform includes software and digital infrastructure designed to facilitate order management, menu listings, customer engagement, payment processing, reporting, and marketing support.

4.2 Scope of Services Provided by EATRO

Subject to the terms of this Agreement and successful completion of the onboarding process, EATRO shall provide Home Chefs with access to the following core services (“Platform Services”):

a. Chef Dashboard – A web and/or mobile-based portal to manage menu items, update availability, adjust pricing, track orders, and review performance analytics.

b. Customer Interface – A customer-facing application and website where menu items and chef profiles are displayed for discovery and ordering.
c. Order Management System – Real-time notifications and workflow tools to receive, confirm, prepare, and complete customer orders.
d. Payment Processing – Integration with third-party payment gateways (e.g., Stripe) to securely process customer payments and facilitate revenue disbursements to Home Chefs.
e. Ratings and Reviews – A feedback system allowing customers to rate and review meals and experiences, which are visible on the chef’s public profile.
f. Subscription Billing – A recurring payment system to bill Home Chefs for access to Ghost Kitchens, Packaging Services, and platform support.
g. Customer Support Escalation – Access to EATRO’s internal support team for dispute resolution, refunds, or platform troubleshooting.
h. Ghost Kitchen Coordination – Scheduling access and administrative support for kitchen space provided by EATRO or its approved vendors.
i. Packaging Fulfillment – Supply chain management for branded, FDA-compliant packaging materials as part of the chef’s subscription tier.
j. Marketing and Promotion – Inclusion in platform-led marketing campaigns, seasonal promotions, customer email outreach, social media, and in-app placements at EATRO’s discretion.

4.3 Services Not Provided by EATRO

EATRO does not provide the following services and disclaims all responsibility related to:

a. Food Preparation – EATRO does not prepare, cook, inspect, or supervise any food sold on the platform.
b. Food Storage or Delivery Logistics – Unless otherwise arranged in writing, Home Chefs are solely responsible for proper storage, handling, and compliance with food safety regulations. EATRO is not a food delivery company.
c. Employment or Management – Home Chefs are not employees, agents, or representatives of EATRO. The platform does not control work schedules, recipe formulation, or meal pricing.
d. Licensing and Permits – Home Chefs are independently responsible for securing any necessary business registrations, food handler certifications, or local health approvals required by law.

4.4 Discretionary Platform Features

From time to time, EATRO may introduce, test, or offer new features, tools, beta programs, or marketing opportunities (e.g., Featured Chef placement, discounts, promotional banners). Participation in such features may be optional or conditioned upon additional eligibility criteria, performance standards, or payment terms. EATRO reserves the right to modify or withdraw such offerings at any time without notice.

4.5 Service Availability and Access Limitations

While EATRO endeavors to maintain uninterrupted availability of the platform, it does not guarantee continuous operation. The platform may be subject to occasional downtime for maintenance, updates, or outages. EATRO shall not be liable for any loss of business, income, or data due to technical interruptions. Access to certain platform features may also be restricted based on location, subscription tier, legal restrictions, or chef performance history.

4.6 Platform Control and Oversight

EATRO retains full discretion over the structure, functionality, pricing model, algorithmic ranking, search visibility, and branding of the platform. EATRO may, without prior notice and at its sole discretion:
a. Modify platform design, chef profile displays, or customer navigation;
b. Remove duplicate or non-compliant listings;
c. Adjust how search results or “Featured” sections are populated;
d. Enforce performance minimums or ratings thresholds for continued visibility on the platform.

4.7 Reservation of Rights

EATRO reserves the right to refuse access to the platform, suspend services, or terminate platform features at any time for any reason not prohibited by law, including business necessity, risk mitigation, or platform integrity. Such actions may be taken with or without cause and without prior notice unless otherwise required under applicable law.

SECTION 5. USE OF GHOST KITCHENS

The Home Chef expressly acknowledges, understands, and agrees that all culinary operations conducted in connection with the EATRO Platform shall take place exclusively within the confines of EATRO-designated and EATRO-approved commercial kitchen facilities, hereinafter referred to as “Ghost Kitchens.” Said Ghost Kitchens shall be considered restricted-use, subscription-access physical premises designed and maintained for the sanitary preparation, cooking, portioning, and initial packaging of consumable food products intended for sale and distribution via the EATRO Platform. No Home Chef shall under any circumstance prepare, pre-package, store, or distribute any food intended for sale under the EATRO brand from a personal residence, non-commercial facility, pop-up venue, or otherwise unapproved kitchen location without the express, prior, and written authorization of EATRO, which may be withheld for any reason or no reason at all and which shall not be construed as a waiver of EATRO’s rights under this Agreement.

Access to Ghost Kitchens is granted on a time-restricted, non-exclusive, revocable, and subscription-based basis, subject to the punctual payment of all applicable fees as outlined in Section 6 herein. The Home Chef agrees to comply strictly with any and all operational procedures, safety protocols, entry and exit schedules, maintenance duties, and other site-specific policies imposed by EATRO, the kitchen landlord, or any applicable governmental or health regulatory agency. Home Chef further agrees not to exceed or trespass beyond the hours assigned or allocated to them, and shall not under any condition permit unauthorized third parties, assistants, friends, family members, or unregistered food preparers to enter or work within said kitchen premises. Violation of this restriction shall constitute a material breach of this Agreement and may result in immediate suspension of platform access without notice.

The Home Chef assumes all legal and financial responsibility for the cleanliness, upkeep, and integrity of their workstation within the Ghost Kitchen, including the proper disposal of food waste, sanitization of all surfaces and utensils, the safe storage of ingredients during assigned kitchen access time, and adherence to local food safety laws. Any damage to property, whether structural, mechanical, or equipment-based, that arises during the Home Chef’s assigned use period shall be presumed the liability of the Home Chef unless otherwise proven, and EATRO reserves the right to recover damages, deduct repair costs from payouts, or escalate matters to civil litigation if necessary.

Under no condition shall the Home Chef sublease, share, barter, license, transfer, or otherwise permit the use of their assigned Ghost Kitchen slot to any third party, individual, entity, or another Home Chef without the prior written authorization of EATRO. Any such activity shall be deemed unauthorized occupation and may subject the Home Chef to legal action including, but not limited to, immediate termination from the platform, forfeiture of subscription payments, and financial penalties.

Home Chefs shall not make modifications to kitchen equipment, alter electrical configurations, store flammable substances without approved containment, or engage in any activity that could be deemed hazardous or non-compliant under municipal fire code, building code, or food code regulations. EATRO shall bear no responsibility for citations, warnings, or fines incurred due to the Home Chef’s individual conduct within the Ghost Kitchen space, and all such liabilities shall be the sole responsibility of the Home Chef.

Home Chef acknowledges and agrees that EATRO does not warrant the uninterrupted availability or flawless condition of Ghost Kitchens and that periodic closures may occur due to maintenance, inspections, construction, lease changes, force majeure events, or public health orders. In such instances, EATRO shall make reasonable efforts to offer alternative accommodations, but is not obligated to do so, nor is it liable for business loss, revenue loss, or customer dissatisfaction resulting from such unavailability.

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SECTION 6. SUBSCRIPTION AND FEES

As a condition precedent to maintaining access to the EATRO Platform and the associated Ghost Kitchens, Packaging Services, software systems, support infrastructure, and promotional apparatus, the Home Chef shall be required to remit recurring financial consideration in the form of Subscription Fees. Said Subscription Fees shall be invoiced and due on a schedule determined solely by EATRO, which may include, but is not limited to, monthly, quarterly, or annual billing cycles. By accepting this Agreement, the Home Chef irrevocably consents to automatic recurring billing and grants EATRO or its payment processors the authority to initiate debits from the payment method on file for all applicable subscription charges until such time as the account is canceled in accordance with the termination procedures set forth herein.

The Home Chef acknowledges that Subscription Fees shall encompass, but are not necessarily limited to: (a) access to reserved time slots within Ghost Kitchens; (b) allocation of EATRO-branded, food-grade packaging materials in quantities aligned with the applicable subscription tier; (c) visibility within the EATRO Platform ecosystem, including menu listing, order processing, and digital storefront access; (d) support services such as customer complaint resolution, technical platform maintenance, and account assistance; and (e) the potential inclusion in platform marketing, promotions, or seasonal campaigns, all of which shall be determined at EATRO’s sole discretion.

Failure to remit Subscription Fees in full and on time shall constitute a material breach of this Agreement, and EATRO may, without further notice, suspend or revoke platform access, kitchen access, packaging shipments, or the processing of customer orders. Reinstatement of services following suspension for non-payment may be subject to reactivation fees, back-payment of all overdue amounts, and the fulfillment of any updated onboarding requirements EATRO may impose at its discretion.

Subscription Fees are non-refundable under all circumstances except where expressly mandated by applicable law. No pro-rata refund or credit shall be issued in the event of early cancellation, platform suspension, Ghost Kitchen unavailability, customer inactivity, or dissatisfaction with sales volume, marketing exposure, or support responsiveness. The Home Chef acknowledges and accepts that subscription payments represent an operational infrastructure cost—not a guarantee of sales, profits, or minimum order volume.

EATRO reserves the absolute right to modify the pricing structure, frequency, or inclusions of Subscription Fees at any time with no less than thirty (30) calendar days’ written notice delivered via email or platform notification. Continued use of the platform after the effective date of such change shall be deemed acceptance of the modified terms. In the event the Home Chef does not agree to the new subscription terms, their sole and exclusive remedy shall be to terminate their participation on the platform prior to the date such new terms take effect.

All pricing information, invoice history, billing cycle details, and payment methods shall be made available to the Home Chef via the Chef Dashboard or equivalent interface. It is the responsibility of the Home Chef to maintain an active and valid payment method at all times, and to ensure sufficient funds are available at the time of automatic billing. EATRO shall not be responsible for overdraft fees, declined transactions, or penalties arising from insufficient funds or expired payment methods.

By accepting this Agreement, the Home Chef further authorizes EATRO to engage third-party billing services, merchant accounts, and financial institutions for the collection and processing of all payments due under this Section and agrees to comply with any identity verification, tax reporting, or compliance protocols required by such third parties.

SECTION 7. PACKAGING SERVICES

The Home Chef acknowledges, understands, and agrees that as a material condition of participation on the EATRO Platform, all food products offered, prepared, and sold under the EATRO brand shall be packaged exclusively in containers, wrappers, boxes, bags, labeling systems, and sealing materials (collectively, the “Packaging”) supplied directly by or expressly authorized in writing by EATRO. Said Packaging shall be deemed proprietary, food-safe, FDA-compliant, tamper-evident where applicable, and intended to ensure product safety, presentation uniformity, brand consistency, and consumer trust.

EATRO shall allocate a predetermined volume of such Packaging to each Home Chef based on the Subscription Tier under which the Home Chef is enrolled, as defined in Section 6 above. It is understood that the cost of such Packaging is included, in whole or in part, within the Subscription Fee and shall not be separately invoiced unless the Home Chef exceeds their standard allocation or makes additional Packaging requests beyond their tiered entitlement. In such cases, EATRO shall assess overage charges at a rate established solely by EATRO, which the Home Chef hereby authorizes EATRO to debit from the payment method on file.

The Home Chef agrees that under no circumstance shall they utilize third-party packaging, generic containers, or unbranded materials when fulfilling orders received through the EATRO Platform. This prohibition extends to bags, boxes, wrappers, cups, lids, inserts, or any labeling system that does not meet the branding and safety standards defined by EATRO. Use of unauthorized packaging shall constitute a material breach of this Agreement and may result in immediate platform suspension, financial penalties, or mandatory retraining at the Home Chef’s sole expense.

All Packaging must be used in accordance with food safety practices including, but not limited to, hot-hold insulation, spill-prevention sealing, ingredient labeling, allergen disclosure (when applicable), and proper sanitation during assembly. The Home Chef shall be solely responsible for ensuring that food is portioned, packed, and sealed in a hygienic, damage-free, temperature-safe, and aesthetically presentable manner prior to handoff to a customer or delivery agent. EATRO disclaims all liability for food quality degradation resulting from improper packaging techniques, insufficient portioning, premature sealing, or failure to comply with time-temperature controls.

Home Chefs must inspect all Packaging upon delivery and immediately report any defects, shortages, or inconsistencies to EATRO’s designated support portal within twenty-four (24) hours of receipt. Failure to report such issues in a timely manner shall be deemed acceptance of the goods as-is. EATRO makes no warranty, express or implied, with respect to the functionality, availability, or uninterrupted supply of Packaging and shall not be liable for business interruption, order cancellations, or customer dissatisfaction arising from delays in Packaging delivery.

EATRO reserves the right to substitute, rebrand, or discontinue Packaging types at its sole discretion. In the event of a transition to a new style, material, or supplier, EATRO shall notify affected Home Chefs via platform announcement or email. Continued use of the platform constitutes acceptance of such substitutions, and no refund, credit, or opt-out shall be granted based on stylistic or aesthetic objections.

Home Chef shall not resell, repackage, repurpose, discard in bulk, or otherwise misuse Packaging in any manner not expressly related to the preparation and delivery of EATRO-authorized food items. Unauthorized use, destruction, or disposal of Packaging, whether negligent or willful, may subject the Home Chef to reimbursement liability, platform discipline, or civil action.

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SECTION 8. COMPLIANCE WITH LAWS AND REGULATIONS

The Home Chef expressly acknowledges and agrees that it is their sole and continuing obligation to ensure full compliance with all federal, state, local, and international laws, regulations, ordinances, health codes, food safety standards, and administrative agency rules (collectively, “Applicable Laws”) governing the production, handling, preparation, marketing, sale, and distribution of food to consumers in every jurisdiction in which the Home Chef operates or serves customers via the EATRO Platform.

Such compliance obligations include, but are not limited to, the following legal domains and requirements: (i) local food code and sanitation regulations issued by municipal or county health departments; (ii) zoning and occupancy regulations applicable to the use of commercial kitchen facilities; (iii) labor and employment laws where the Home Chef employs staff or assistants; (iv) consumer protection laws related to product misrepresentation, ingredient disclosure, and allergen warnings; (v) tax registration and remittance obligations under state or federal law; (vi) licensing or permit requirements specific to cottage food operations, mobile food preparation, temporary food service, or commercial food production; and (vii) any regulation governing the labeling, dating, handling, or storage of perishable or time/temperature-sensitive food items.

The Home Chef represents and warrants that they possess, and shall continuously maintain, all licenses, certifications, permits, and registrations necessary to legally operate a food-based enterprise in their relevant jurisdiction. This includes, but is not limited to, food handler certifications, business licenses, sales tax permits, local food service permits, and any required filings under state health and safety codes. The Home Chef agrees to promptly provide copies of such documentation upon request and to update expired or lapsed certifications immediately upon renewal.

In the event that any health department, licensing agency, or governmental entity initiates an inspection, investigation, audit, or enforcement action against the Home Chef in connection with their activities on the EATRO Platform, the Home Chef shall promptly notify EATRO in writing within twenty-four (24) hours and shall provide full cooperation, including documentation and statements, as reasonably requested by EATRO to assess potential risk, regulatory exposure, or platform-wide impact.

The Home Chef agrees to indemnify and hold harmless EATRO, its parent company, subsidiaries, affiliates, officers, directors, employees, agents, and licensors from and against any fines, penalties, citations, legal fees, settlements, damages, or judgments arising from or related to the Home Chef’s violation of Applicable Laws. EATRO shall bear no liability for the Home Chef’s failure to comply with any law, whether the Home Chef acted negligently, intentionally, or unknowingly.

Notwithstanding any other provision herein, EATRO reserves the right to suspend or terminate the Home Chef’s access to the platform immediately and without notice upon receiving credible evidence of any of the following: (a) unlawful food operations; (b) violations of food safety law resulting in illness or risk to the public; (c) willful misrepresentation of ingredients, origin, or freshness of meals; (d) operation without valid certification or licenses; or (e) other conduct likely to expose EATRO to legal, regulatory, or reputational harm.

The Home Chef further agrees that EATRO may, in its sole discretion, conduct periodic reviews or audits of compliance records, licensing status, and adherence to platform protocols and that failure to comply with such review requests shall be grounds for account suspension or permanent removal from the platform.

SECTION 13. TAXES

The Home Chef expressly acknowledges, understands, and agrees that they are solely, exclusively, and unconditionally responsible for the determination, calculation, collection, reporting, and timely remittance of all federal, state, local, and, where applicable, international taxes, levies, duties, fees, assessments, and other governmental charges (collectively, “Taxes”) that arise out of or relate to any income, revenue, business activity, or financial transaction conducted by the Home Chef in connection with their use of the EATRO Platform. This includes, but is not limited to, personal income tax, self-employment tax, corporate income tax (if applicable), gross receipts tax, franchise tax, sales and use tax, value-added tax (VAT), excise tax, and any taxes associated with labor, food production, food sales, or digital commerce.

EATRO shall not be responsible for, nor shall it undertake to calculate, withhold, remit, or report any Taxes on behalf of the Home Chef. The relationship between EATRO and the Home Chef is that of independent contractors, and nothing in this Agreement shall be interpreted to establish an employer-employee relationship, partnership, joint venture, or agency arrangement for tax or legal purposes. The Home Chef agrees that EATRO is not obligated to and shall not provide W-2 forms, payroll tax documentation, unemployment insurance contributions, or any employment-related tax filings.

The Home Chef shall bear sole responsibility for maintaining accurate financial records reflecting their gross income, net income, deductible expenses, taxable activity, and any and all reporting obligations to taxing authorities. Where legally required, the Home Chef shall register with the applicable department of revenue or taxation in their state or locality and shall obtain a seller’s permit, business license, or any similar tax-related certificate or registration.

If the Home Chef resides in the United States and receives more than the threshold transaction volume or revenue set forth in the Internal Revenue Code (as amended by applicable regulations), EATRO or its payment processor may issue IRS Form 1099-K or any other tax information return required under federal law. The Home Chef agrees to provide accurate taxpayer identification information (e.g., Social Security Number or Employer Identification Number) and to execute Form W-9 or any equivalent documentation as a condition of account activation. If the Home Chef is based outside the United States, they may be required to submit a completed IRS Form W-8BEN or W-8BEN-E, as applicable, to certify foreign tax status.

In the event that EATRO is deemed legally obligated by a taxing authority to withhold or collect any taxes from the Home Chef or to remit taxes on the Home Chef’s behalf, EATRO reserves the right to (i) withhold such taxes from any payouts owed to the Home Chef; (ii) invoice the Home Chef for such amounts; or (iii) suspend or terminate access to the platform until such obligations are resolved. The Home Chef agrees to indemnify and hold harmless EATRO from any liability, assessment, penalty, interest, or legal expense resulting from the Home Chef’s failure to fulfill their tax obligations.

The provisions of this Section shall survive the termination or expiration of this Agreement for so long as any tax liability or reporting obligation remains outstanding or subject to audit.

SECTION 14. INTELLECTUAL PROPERTY RIGHTS

The Home Chef acknowledges, affirms, and agrees that all intellectual property rights, proprietary branding, marketing assets, platform materials, and product packaging, including but not limited to EATRO’s trademarks, logos, trade dress, designs, slogans, label artwork, color schemes, container shapes, box architecture, typography, advertising copy, domain names, digital templates, and any and all other visual, textual, or commercial elements associated with the EATRO brand and its operations (collectively referred to herein as the “EATRO Intellectual Property”), are and shall remain the sole and exclusive property of EATRO Inc., protected under applicable federal, state, and international laws. The Home Chef shall not acquire, claim, assert, or attempt to derive any ownership, licensing rights, distribution rights, co-branding privileges, or derivative use of the EATRO Intellectual Property, in whole or in part, whether through usage, modification, reproduction, or imitation.

EATRO shall exclusively provide all packaging used on the platform, including but not limited to branded food containers, wrappers, seals, sleeves, cups, bags, printed inserts, labels, and associated physical or digital materials bearing EATRO logos or marks. All such packaging is proprietary to EATRO and may only be used in strict connection with orders processed through the EATRO Platform. The Home Chef is prohibited from altering, customizing, removing, covering, reverse-engineering, substituting, reusing, or otherwise modifying EATRO packaging or branded materials. Unauthorized use of any EATRO Intellectual Property or packaging in any non-EATRO context, including but not limited to off-platform businesses, social media, catering, private events, pop-ups, or third-party listings, shall constitute a material breach of this Agreement and may result in immediate account termination and civil enforcement, including injunctive relief and pursuit of monetary damages.

The Home Chef may upload photographs of food they personally prepared and plated to their EATRO profile. Ownership of such photographs shall remain with the Home Chef, provided that said images are original, not AI-generated, and do not infringe on any third-party copyrights. By uploading such images, the Home Chef grants EATRO a non-exclusive, royalty-free, worldwide license to use, reproduce, display, crop, and distribute the images on the Platform or in marketing materials solely for the purposes of promoting the Home Chef’s food items and enhancing platform functionality. No other ownership or control shall be conferred upon EATRO.

Except for the narrow exception stated above relating to food photos, the Home Chef shall have no rights of ownership, license, or usage beyond what is expressly granted in writing by EATRO. The Home Chef shall not register, attempt to register, or assert claims to any intellectual property related to EATRO. All goodwill generated from the use of EATRO’s Intellectual Property inures exclusively to EATRO Inc.

This Section shall survive termination or expiration of this Agreement and shall remain binding in perpetuity.

SECTION 15. CONTENT OWNERSHIP AND LICENSES

The Home Chef hereby affirms, acknowledges, and irrevocably agrees that, notwithstanding any independent authorship or creative origination, any and all content, materials, data, media, metadata, culinary descriptions, meal names, dish narratives, menu configurations, allergen notes, promotional text, ingredient breakdowns, nutritional disclosures, food photographs, and audiovisual elements (collectively, “Chef-Contributed Content”) uploaded, entered, submitted, or otherwise transmitted by the Home Chef through or to the EATRO Platform shall remain, for purposes of intellectual property attribution, the exclusive property of the original creator as recognized under applicable law, but shall be, by the act of submission and without further requirement of execution or formality, deemed to be accompanied by a worldwide, irrevocable, perpetual, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable license granted to EATRO Inc., its affiliates, successors, assigns, agents, media partners, service providers, and marketing contractors to use, reproduce, host, distribute, publish, publicly display, broadcast, promote, modify, reformat, translate, aggregate, extract, syndicate, archive, index, and otherwise exploit such content in connection with the operation, development, promotion, marketing, and distribution of the EATRO Platform, both in its current and future forms, across all known and hereafter-developed media, formats, and distribution technologies, without obligation to provide attribution, notice, or compensation to the Home Chef.

The Home Chef represents and warrants that all such Chef-Contributed Content is either (i) the sole, original work of the Home Chef and does not infringe, misappropriate, or violate the rights of any third party, including but not limited to rights of publicity, privacy, trademark, copyright, or contract; or (ii) that the Home Chef possesses all necessary rights, licenses, consents, and permissions to grant the foregoing license to EATRO without breach of any existing agreement, statute, or legal obligation. The Home Chef further agrees to indemnify, defend, and hold harmless EATRO from any claim, demand, suit, loss, cost, or liability (including attorneys’ fees and expenses) arising from or relating to any breach of this representation or from EATRO’s use of Chef-Contributed Content in accordance with the license herein.

Notwithstanding the foregoing, EATRO retains the unilateral and unrestricted right, but not the obligation, to remove, suppress, block, archive, de-index, watermark, blur, or otherwise modify or conceal any Chef-Contributed Content that, in EATRO’s sole and exclusive judgment, is unlawful, misleading, defamatory, profane, culturally offensive, outdated, duplicative, irrelevant, misleading to consumers, harmful to brand identity, or otherwise detrimental to platform functionality, customer experience, or legal compliance. The Home Chef shall have no right of reinstatement, appeal, or compensation in connection with such moderation actions.

The Home Chef expressly waives any and all moral rights, including the right to attribution and the right to object to derogatory treatment of their content, to the fullest extent permitted under the laws of any jurisdiction in which moral rights may arise. To the extent such rights may not be waived, the Home Chef agrees not to enforce them against EATRO or its licensees.

This Section shall survive the termination, expiration, or suspension of this Agreement for any reason and shall continue indefinitely with respect to any Chef-Contributed Content made available on the platform during the Home Chef’s period of activity, regardless of whether such content remains live, archived, indexed, or otherwise accessible.

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SECTION 16. RESTRICTIONS ON USE

The Home Chef agrees, acknowledges, covenants, and stipulates that their access to and utilization of the EATRO Platform is governed by a binding framework of behavioral, technological, ethical, and operational restrictions, which shall be enforced without limitation and without requirement for prior notice, and which are instituted to preserve the integrity, security, consumer confidence, and lawful use of the Platform. Accordingly, the Home Chef shall not, under any circumstances or in any manner, directly or indirectly engage in any of the following conduct, which shall be collectively deemed prohibited uses and shall constitute a material breach of this Agreement: accessing the Platform via unauthorized or automated means; reverse-engineering, decompiling, decoding, decrypting, disassembling, or otherwise attempting to derive any source code, algorithms, architecture, or underlying structure of any component of the Platform; impersonating any other person, entity, or chef, or falsely misrepresenting affiliation with EATRO or any third party; using the Platform to disseminate malware, spyware, bots, phishing links, or any other malicious code; circumventing any access controls, rate limits, or authentication protocols imposed by EATRO or its hosting providers; or transmitting unsolicited messages, advertising, or promotional material to Customers or other Home Chefs.

The Home Chef shall further refrain from copying, scraping, duplicating, framing, or mirroring any part of the EATRO Platform or its content (including Customer data, reviews, dish listings, or platform layouts) for use in a competitive or non-affiliated context, whether manually or via software automation. The Home Chef shall not use the Platform to develop, promote, or launch any competing application, service, product, or business model, nor shall they solicit, induce, or attempt to induce any Customer, vendor, delivery partner, investor, or other Home Chef to leave the EATRO Platform for any purpose whatsoever.

No part of the Platform may be used to facilitate fraud, conduct unauthorized transactions, exploit technical vulnerabilities, manipulate search rankings or review scores, or otherwise engage in deceptive practices, and EATRO retains sole and final authority to determine whether any activity or pattern of use constitutes such a prohibited practice. The Home Chef shall not use the Platform to offer or promote illegal substances, stolen goods, regulated medications, endangered animal products, counterfeit items, or any goods or services prohibited by law, statute, regulation, or administrative order.

The Home Chef shall not develop or use software, browser extensions, scripts, or external plugins that interface with, modify, or alter the Platform’s user experience, display behavior, or API interactions unless expressly approved in writing by EATRO. All modifications, enhancements, and integrations must be undertaken only through official channels, if and when offered.

Any attempt to evade enforcement of this Section through obfuscation, proxies, third-party intermediaries, shell entities, subcontractors, or alternative digital identities shall be considered a knowing and willful breach. EATRO reserves the right to pursue legal, equitable, and injunctive relief against any Home Chef found in violation of this Section and may seek damages, attorney’s fees, platform removal, and permanent bans from any future involvement with EATRO or its affiliated platforms.

This Section is material to the enforceability of this Agreement and shall survive the expiration or termination thereof for a period of no less than five (5) years or for the maximum allowable duration permitted by law, whichever is longer.

SECTION 17. CONFIDENTIALITY

The Home Chef acknowledges and agrees that, in the course of their participation in the EATRO Platform, they may be exposed to or provided with access to sensitive, proprietary, or non-public information, data, trade secrets, intellectual property, processes, business strategies, customer information, operational models, marketing plans, vendor agreements, pricing formulas, financial data, employee information, and other materials designated as confidential or which, by their nature, ought reasonably to be understood to be confidential (hereinafter, “Confidential Information”).

The Home Chef agrees that they shall (i) maintain the strict confidentiality of all such Confidential Information; (ii) not disclose, share, transmit, or otherwise make available any such information to any third party without the express prior written consent of EATRO; (iii) use the Confidential Information solely for the purpose of fulfilling their obligations under this Agreement and for no other purpose whatsoever; and (iv) adopt all reasonable and appropriate safeguards, whether physical, digital, or procedural, to prevent unauthorized access to or misuse of said Confidential Information.

The Home Chef further agrees not to copy, photograph, record, duplicate, download, extract, repurpose, or transmit any Confidential Information in any form or format, whether manually or electronically, and whether for personal use, competitive intelligence, or disclosure to any outside entity. The obligation of confidentiality shall extend indefinitely and shall survive the termination or expiration of this Agreement for any reason.

The Home Chef’s duty of confidentiality shall not apply to information which (a) is or becomes publicly available through no fault of the Home Chef; (b) is disclosed with the prior written approval of EATRO; (c) is required to be disclosed pursuant to a valid subpoena, court order, or regulatory request, in which case the Home Chef shall provide prompt written notice to EATRO and cooperate with efforts to seek protective orders or limit disclosure; or (d) is independently developed by the Home Chef without use of or reference to EATRO’s Confidential Information.

Breach of this section shall be considered a material violation of this Agreement, entitling EATRO to immediate injunctive relief, damages, legal fees, and any other remedies available under law or equity.

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SECTION 18. PRIVACY AND DATA SECURITY

The Home Chef expressly acknowledges and agrees that their access to and use of the EATRO Platform is conditioned upon compliance with all applicable data protection laws and EATRO’s internal privacy and information security policies, which may be amended from time to time. The Home Chef further acknowledges that EATRO collects, stores, processes, and utilizes certain personally identifiable information (“PII”) and sensitive data relating to both Customers and Home Chefs, including but not limited to names, addresses, phone numbers, email addresses, order histories, geolocation data, payment credentials, feedback, and communications.

The Home Chef agrees to (i) access, use, and store such information only for the limited and specific purpose of fulfilling their platform duties; (ii) implement strong password practices and multi-factor authentication where available; (iii) refrain from sharing, transmitting, or otherwise disseminating PII outside the secure confines of the EATRO system; (iv) immediately notify EATRO in writing of any actual or suspected unauthorized access, breach, theft, exposure, loss, or misuse of Customer data or other platform-related information; and (v) comply with any additional security protocols issued by EATRO in connection with data protection.

The Home Chef shall not compile, download, scrape, harvest, or otherwise extract Customer data, either manually or through automated tools, for independent marketing, off-platform communications, or resale purposes. Any such behavior shall constitute a severe breach of this Agreement and may be subject to civil penalties, injunctive relief, and referral to regulatory or criminal authorities where appropriate.

While EATRO employs commercially reasonable security safeguards, encryption protocols, and access controls to protect its digital infrastructure and stored data, the Home Chef acknowledges that no system is infallible and agrees that they are responsible for exercising prudent digital hygiene and secure computing practices when accessing the Platform. EATRO shall not be liable for data breaches, exposure, or damages resulting from the Home Chef’s negligence, device compromise, password reuse, third-party misconduct, or failure to comply with this section.

This section shall survive the expiration or termination of this Agreement and shall remain in full force and effect for so long as the Home Chef has possession of, or access to, any EATRO data or systems.

SECTION 19. DISPUTE RESOLUTION

The Home Chef agrees, covenants, and expressly stipulates that any and all claims, controversies, disputes, demands, causes of action, legal proceedings, or equitable proceedings, whether arising under this Agreement, relating to this Agreement, concerning the interpretation or performance of this Agreement, or otherwise connected to any interaction, transaction, communication, or legal relationship between the Home Chef and EATRO Inc. (including, but not limited to, disputes concerning payments, platform access, intellectual property, consumer feedback, termination, suspension, or allegations of misconduct or breach), shall be resolved exclusively and definitively by means of a final and binding arbitration proceeding administered by the American Arbitration Association (“AAA”) in accordance with its applicable Commercial Arbitration Rules, and not by a court of law or jury trial, to the fullest extent permitted by law.

The Home Chef and EATRO hereby irrevocably waive any and all rights to a jury trial, class action participation, class-wide arbitration, or any form of representative or consolidated proceeding. Any claim brought by the Home Chef shall be brought solely on an individual basis and shall not be combined, joined, aggregated, or heard with or alongside the claims of any other party or parties, whether similarly situated or not. The arbitrator shall have exclusive authority to determine questions of arbitrability, jurisdiction, enforceability, contract formation, and procedural matters, and their decision shall be final, non-appealable, and binding on all parties.

The arbitration shall take place in the State and County where EATRO maintains its principal place of business or, at EATRO’s sole discretion, may be conducted remotely via secure video conferencing platforms as agreed upon by the parties. The arbitration shall be conducted in the English language, governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16), and subject to strict confidentiality requirements, with neither party disclosing the existence, content, or outcome of the arbitration without the express written consent of the other party or as required by law.

Each party shall bear its own costs and attorneys’ fees, unless otherwise required by applicable law or awarded by the arbitrator as part of a final ruling. The costs of the arbitrator, arbitration facility, and administrative fees of AAA shall be split evenly unless the arbitrator determines otherwise. The arbitrator shall be empowered to award monetary damages, injunctive relief, and any remedy available under law or equity, but shall not have jurisdiction to award punitive damages or to alter the terms of this Agreement.

Notwithstanding the foregoing, either party may elect to seek temporary, preliminary, or permanent injunctive relief, a restraining order, or other equitable remedy from a court of competent jurisdiction to prevent or redress the misappropriation, unauthorized use, or threatened breach of any intellectual property rights, trade secrets, confidential information, or violations of restrictive covenants contained herein. Such judicial relief shall be available without requirement to first submit the matter to arbitration and shall not be deemed a waiver of this Section.

The provisions of this Section shall survive the termination, expiration, or cessation of this Agreement and shall remain binding in perpetuity or until such time as both parties execute a mutual written waiver or settlement agreement to the contrary.

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SECTION 20. DISCLAIMER OF WARRANTIES

The Home Chef acknowledges, understands, and irrevocably agrees that their access to and use of the EATRO Platform, including but not limited to its software systems, mobile applications, APIs, payment processors, digital infrastructure, ghost kitchen services, packaging fulfillment, user interface, backend services, customer base, marketing tools, and business analytics dashboards, is provided strictly and solely on an “AS IS,” “AS AVAILABLE,” and “WITH ALL FAULTS” basis, and that EATRO makes no representations or warranties, either express or implied, statutory or contractual, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted functionality, uptime reliability, customer demand, profitability, accuracy of data, platform integrity, or the enforceability of third-party agreements.

EATRO does not warrant, guarantee, or represent that the Platform will operate error-free, virus-free, secure, or continuously available; nor does it guarantee the performance, behavior, or satisfaction of any Customer; nor the outcome, frequency, value, or quality of any transaction facilitated through the Platform. The Home Chef assumes all risks associated with their use of the Platform, including the risk of business losses, reputational harm, technical interruptions, or unsatisfactory reviews.

EATRO expressly disclaims any liability for (i) acts or omissions of third-party service providers, including payment processors, delivery agents, ghost kitchen operators, packaging vendors, or licensors; (ii) force majeure events, including pandemics, public health orders, power outages, civil unrest, or regulatory action; (iii) software bugs, glitches, data corruption, or information delays; and (iv) user error, negligence, or failure by the Home Chef to follow operational guidance, food safety standards, or platform instructions.

To the fullest extent permitted by applicable law, EATRO hereby disclaims and excludes any warranty, representation, condition, or undertaking arising under statute, common law, commercial practice, usage of trade, or otherwise. The entire risk as to the quality, safety, legality, and performance of food production, customer satisfaction, and business success lies solely and exclusively with the Home Chef.

No oral or written statement made by any EATRO employee, representative, support staff, or onboarding coordinator shall be construed as creating a warranty, guarantee, or binding obligation unless expressly set forth in a duly executed written agreement.

Some jurisdictions do not allow limitations on implied warranties. In such jurisdictions, the limitations set forth herein shall apply to the maximum extent permitted by law. In the event that any portion of this Section is held unenforceable, the remaining provisions shall remain in full force and effect.

This Section is a fundamental limitation of liability and risk allocation between the Home Chef and EATRO and shall survive the termination, expiration, or suspension of this Agreement for any reason.

SECTION 21. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, the Home Chef hereby acknowledges, affirms, and irrevocably agrees that EATRO Inc., its subsidiaries, affiliates, officers, directors, shareholders, investors, employees, agents, licensors, contractors, representatives, insurers, successors, and assigns (collectively, the “EATRO Released Parties”) shall not be liable to the Home Chef or to any third party for any direct, indirect, incidental, consequential, exemplary, punitive, special, or statutory damages whatsoever, including but not limited to damages for loss of profits, loss of income, loss of business opportunity, loss of goodwill, loss of use, loss of data, data corruption, personal injury, property damage, foodborne illness, delay, interruption of services, system failure, software bugs, platform downtime, equipment failure, network outage, business interruption, or inability to access or use the EATRO Platform, whether such claim arises in contract, tort (including negligence), strict liability, equity, warranty, or under any other legal or equitable theory, and whether or not EATRO has been advised of the possibility of such damages, and regardless of the foreseeability of such damages.

Without limiting the generality of the foregoing, and notwithstanding any contrary provision herein, the total aggregate liability of the EATRO Released Parties for any and all claims, damages, losses, liabilities, fines, penalties, costs, or expenses arising out of or relating to this Agreement, the Home Chef’s use of or inability to use the EATRO Platform, or any transaction or communication conducted through the Platform, shall in no event exceed the lesser of (i) the total amount of Subscription Fees and Commissions actually paid by the Home Chef to EATRO in the six (6) calendar months immediately preceding the event giving rise to the claim, or (ii) one hundred U.S. dollars (USD $100.00).

This limitation of liability shall apply regardless of the nature of the claim or cause of action, including but not limited to breach of contract, tortious conduct, negligence, gross negligence, product liability, food safety claims, strict liability, or any other legal or equitable theory. The limitations set forth in this Section are fundamental elements of the basis of the bargain between the parties and shall apply even if any limited remedy provided herein is found to have failed of its essential purpose.

The Home Chef agrees that any claim arising from or relating to the Platform must be brought within one (1) year of the date on which such claim first arose or be forever barred, to the maximum extent permitted by applicable law. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages; in such jurisdictions, the limitations of liability set forth in this Section shall apply to the maximum extent permitted by law.

This Section shall survive any termination, expiration, or cessation of this Agreement for any reason and shall be enforceable regardless of whether the Home Chef has ceased using the Platform.

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SECTION 22. INDEMNIFICATION

The Home Chef agrees to indemnify, defend (at EATRO’s request), and hold harmless EATRO Inc. and its parent companies, subsidiaries, affiliated entities, successors, assigns, officers, directors, shareholders, employees, licensors, agents, insurers, attorneys, and contractors (collectively, the “Indemnified Parties”) from and against any and all claims, actions, demands, disputes, allegations, investigations, liabilities, obligations, losses, costs, damages, judgments, settlements, penalties, fines, and expenses (including without limitation reasonable attorneys’ fees, expert witness fees, litigation costs, and arbitration fees) arising out of, resulting from, or relating to (i) the Home Chef’s actual or alleged breach of this Agreement or any representation, warranty, or covenant herein; (ii) the Home Chef’s violation of any law, statute, regulation, ordinance, rule, health code, licensing requirement, or administrative directive applicable to food preparation, business conduct, intellectual property, or online activity; (iii) any actual or alleged injury, illness, death, or property damage caused by any food product, packaging, material, behavior, or omission by the Home Chef; (iv) any third-party claim of infringement, misappropriation, or violation of intellectual property or publicity rights arising out of Chef-Contributed Content; (v) any activity conducted under the Home Chef’s login credentials, digital account, or kitchen access time slot; and (vi) any negligent, reckless, fraudulent, willful, unlawful, unethical, or harmful act or omission by the Home Chef, their employees, subcontractors, assistants, or agents.

The Home Chef shall cooperate fully with EATRO and its designees in the defense of any such claim and shall not settle or compromise any such claim without the express prior written consent of EATRO, which may be granted or withheld in its sole discretion. EATRO reserves the right, at its own expense, to assume exclusive control over the defense and resolution of any matter otherwise subject to indemnification by the Home Chef, in which case the Home Chef shall remain responsible for all related costs and liabilities and shall cooperate fully in providing access to evidence, witnesses, and relevant documentation.

This indemnity shall be interpreted broadly and shall extend to claims by customers, vendors, government authorities, delivery partners, other chefs, intellectual property holders, and any other natural or legal person. The Home Chef’s obligations under this Section shall be independent of any insurance coverage maintained and shall not be deemed satisfied merely by the tendering of a claim to an insurer.

The indemnification provisions contained herein shall survive the expiration, suspension, or termination of this Agreement and shall continue in full force and effect until such time as the statute of limitations applicable to each indemnifiable claim has expired or has otherwise been resolved by final, non-appealable judgment or settlement.

SECTION 23. TERM AND TERMINATION

This Agreement shall become legally binding and fully enforceable as of the earliest date on which the Home Chef either (i) accesses, installs, interacts with, or utilizes any portion of the EATRO Platform; (ii) clicks “I Agree,” “Submit,” or any equivalent digital acknowledgment mechanism during the onboarding process; (iii) submits registration information, uploads menu content, accepts a customer order, or otherwise takes any affirmative action to engage with the EATRO system or customer base; or (iv) receives a written or digital communication confirming activation of their chef account or granting access to Ghost Kitchen facilities or EATRO Packaging Services. The term of this Agreement (the “Term”) shall continue in full force and effect until terminated as provided herein.

EATRO shall have the unilateral right, exercisable at its sole and unrestricted discretion and without requirement of cause, justification, warning, prior notice, or opportunity to cure, to suspend, deactivate, restrict, downgrade, remove, or permanently terminate the Home Chef’s access to any or all portions of the EATRO Platform, including but not limited to order processing, profile visibility, customer communications, payout transfers, use of packaging inventory, and kitchen access privileges, under any of the following circumstances: (a) the Home Chef is determined to have breached, violated, or failed to comply with any provision of this Agreement, EATRO policies, or applicable law; (b) the Home Chef fails to maintain valid business insurance, licenses, or required certifications; (c) EATRO receives credible allegations, complaints, or legal notices implicating the Home Chef in conduct that poses reputational risk, legal exposure, or health and safety concerns; (d) the Home Chef engages in fraudulent activity, misuse of the Platform, or off-platform transactions intended to circumvent EATRO’s commission structure or compliance controls; (e) the Home Chef’s profile becomes dormant or inactive for a continuous period of ninety (90) calendar days or more; or (f) EATRO ceases, modifies, or restructures its services, geographic operations, or commercial relationships in a manner that renders continuation of the Agreement impracticable or unnecessary.

The Home Chef may elect to terminate this Agreement voluntarily by submitting written notice to EATRO’s designated chef support email address or online termination form, which shall be effective only upon written acknowledgment by EATRO. Termination by the Home Chef shall not relieve them of any financial, legal, or procedural obligations incurred prior to the effective date of termination, including outstanding Subscription Fees, refund liabilities, tax obligations, or indemnification duties.

Termination by either party shall be deemed non-exclusive of any other rights, remedies, or causes of action available under this Agreement, at law, in equity, or otherwise, and shall not impair either party’s ability to pursue monetary damages, injunctive relief, or regulatory enforcement in connection with breaches that occurred prior to the effective termination date.

This Section shall be deemed material and fundamental to the parties’ relationship and shall survive any expiration, withdrawal, suspension, or mutual rescission of this Agreement.

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SECTION 24. EFFECT OF TERMINATION

Upon any termination of this Agreement, whether voluntary or involuntary, initiated by the Home Chef or by EATRO, for cause or without cause, and regardless of whether such termination is immediate, phased, or subject to a formal notice period, the following provisions shall apply and shall be fully binding upon the Home Chef without limitation:

(a) All rights, privileges, licenses, and authorizations previously granted to the Home Chef under this Agreement, including but not limited to the right to access the EATRO Platform, use the EATRO name, operate under the EATRO brand, participate in marketing campaigns, utilize EATRO-branded packaging, or occupy Ghost Kitchen slots, shall automatically and irrevocably terminate as of the effective date of termination without the need for further action or confirmation by either party.

(b) The Home Chef shall immediately cease all use of the Platform and shall refrain from accepting, fulfilling, or processing any new orders. Any orders pending at the time of termination shall either be completed (at EATRO’s sole discretion) or canceled and refunded in full to the Customer, with any resulting refund amounts deducted from the Home Chef’s outstanding payouts or invoiced separately to the Home Chef for payment within ten (10) business days.

(c) EATRO shall withhold final payout processing until a full reconciliation of the Home Chef’s account is completed, including but not limited to the resolution of outstanding refunds, chargebacks, Platform Commission calculations, Stripe or other payment processor fees, packaging overages, taxes, promotional adjustments, and administrative fees. If any net negative balance is determined, the Home Chef shall remit full payment upon demand, and EATRO reserves the right to charge any linked payment method, pursue collections, or initiate legal proceedings to recover said balance.

(d) All Chef-Contributed Content, including menus, photographs, dish descriptions, reviews, ratings, and profile information, may be retained, archived, removed, anonymized, or repurposed by EATRO in its sole discretion and without obligation to notify or compensate the Home Chef. Any content shared by Customers (including reviews, complaints, or private messages) may also be retained indefinitely for compliance and support purposes.

(e) The Home Chef shall return or properly dispose of any unused EATRO-branded Packaging inventory as directed by EATRO. If applicable, EATRO may require a final packaging reconciliation and return shipping at the Home Chef’s expense. Any unauthorized retention or use of EATRO-branded materials following termination shall constitute infringement and may be subject to legal action.

(f) The Home Chef shall no longer hold themselves out as affiliated with or endorsed by EATRO, shall remove any reference to EATRO from websites, email signatures, social media bios, printed marketing collateral, and digital advertising platforms, and shall not misrepresent their past, current, or future relationship with EATRO in any public or private context.

(g) The termination of this Agreement shall not affect the continued enforceability of any provision that is, by its nature or express terms, intended to survive termination, including but not limited to: confidentiality, intellectual property, indemnification, limitation of liability, dispute resolution, and governing law.

(h) Any attempt by the Home Chef to re-register, reactivate, or gain access to the Platform under a new name, entity, or account following termination, without the express written consent of EATRO, shall be deemed fraudulent and may be prosecuted accordingly.

This Section shall be construed broadly and strictly enforced to preserve the integrity of the Platform and EATRO’s contractual, regulatory, and reputational interests.

SECTION 25. NO EMPLOYMENT RELATIONSHIP

The Home Chef expressly acknowledges, affirms, and irrevocably agrees that nothing contained in this Agreement, nor any act, omission, representation, communication, benefit provision, system of operation, or degree of interaction with EATRO personnel, shall be construed or interpreted to create, imply, or infer any relationship of employment, joint venture, franchise, partnership, agency, fiduciary duty, or other relationship of trust or dependence between the Home Chef and EATRO Inc., its officers, directors, employees, or agents. The Home Chef further agrees and understands that they are not, and shall not be deemed to be, an employee, co-employee, statutory employee, common law employee, or leased employee of EATRO for any purpose whatsoever, including, but not limited to, purposes related to the Fair Labor Standards Act (FLSA), Title VII of the Civil Rights Act, the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA), the Employee Retirement Income Security Act (ERISA), the Affordable Care Act (ACA), the Internal Revenue Code (IRC), or any comparable state or local wage, hour, tax, benefit, discrimination, or labor statute.

The Home Chef shall not be entitled to any compensation, benefits, reimbursement, insurance, or other privileges or perquisites made available by EATRO to its employees, including but not limited to group health coverage, disability insurance, workers’ compensation coverage, retirement contributions, severance pay, unemployment insurance, paid time off, holiday pay, parental leave, or access to EATRO’s internal human resource systems. The Home Chef agrees that they shall be solely responsible for providing for their own welfare and that of any subcontractors or assistants they may retain, including but not limited to payment of all applicable federal, state, and local taxes, withholding obligations, income tax filings, unemployment contributions, business licensing, and any insurance requirements under applicable laws or ordinances.

The Home Chef shall not have the authority to bind EATRO to any contractual obligations, nor shall they represent themselves as a spokesperson, employee, or authorized agent of EATRO in any written, verbal, or digital communication. The Home Chef shall not hold themselves out to third parties, governmental bodies, customers, vendors, or the general public in any way that misrepresents their status, affiliation, or relationship with EATRO. Any such false or misleading representation shall be considered a material breach of this Agreement and grounds for immediate termination and legal recourse.

This Section shall survive the expiration, suspension, or termination of this Agreement indefinitely and may be used in any legal, administrative, tax, or regulatory proceeding as conclusive evidence of the parties’ intent.

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SECTION 26. INDEPENDENT CONTRACTOR STATUS

The Home Chef acknowledges and agrees that their status under this Agreement is that of an independent contractor, self-employed individual, or business entity, and that at no time shall they be deemed an employee, co-venturer, franchisee, or representative of EATRO Inc. The Home Chef retains the sole and exclusive right to determine the manner, method, timing, and means by which they perform their culinary activities, provided that such performance complies with applicable food safety laws, health department regulations, and the operational rules of any Ghost Kitchen facility utilized by the Home Chef through the EATRO Platform.

Subject to the terms and limitations of this Agreement, the Home Chef retains full control over their working hours, menu design, portion sizing, pricing strategies, acceptance or rejection of customer orders, sourcing of ingredients, hiring and supervision of any kitchen staff or support personnel, and the specific culinary processes employed to create dishes, provided that such conduct does not violate EATRO’s standards, safety policies, packaging requirements, branding guidelines, or customer service expectations. The Home Chef acknowledges that EATRO does not control and shall not be deemed to control the manner or means by which the Home Chef prepares meals, beyond setting forth general quality benchmarks and customer feedback requirements.

The Home Chef further agrees that they are solely and exclusively responsible for complying with all laws, regulations, ordinances, tax codes, and insurance requirements applicable to independent businesses in their jurisdiction, including but not limited to: (i) registration of a legal business entity; (ii) acquisition and renewal of any local business licenses or food service permits; (iii) maintenance of insurance policies, including general liability and foodborne illness coverage; (iv) self-employment tax reporting to federal and state revenue authorities; and (v) compliance with applicable wage and hour laws for any individuals employed or contracted by the Home Chef.

The Home Chef acknowledges and agrees that they have no expectation of continuity, exclusivity, or guarantee of business volume through the EATRO Platform. Nothing in this Agreement shall obligate EATRO to provide a minimum number of orders, marketing opportunities, payout thresholds, or operational support to the Home Chef. The Home Chef may provide similar or identical services through competing platforms or independent business ventures, provided that such activities do not result in misuse of confidential information, diversion of customers, off-platform transactions intended to circumvent commission structures, or other violations of the restrictive covenants herein.

Nothing in this Section shall be construed to restrict the Home Chef’s status as an independent business operator or to infer any hierarchy, subordination, or control inconsistent with independent contractor principles as defined by state, federal, or common law. In the event of a dispute or legal challenge, the parties agree that this Section shall be construed in favor of preserving the independent contractor relationship, consistent with the mutual intent of the parties as evidenced by the language and performance of this Agreement.

SECTION 27. INTELLECTUAL PROPERTY RIGHTS

The Home Chef expressly acknowledges, agrees, and irrevocably stipulates that all rights, title, and interest in and to the EATRO Platform, including but not limited to all trademarks, service marks, trade dress, trade names, branding elements, domain names, logos, website content, digital interfaces, application source code, backend architecture, APIs, business processes, workflows, designs, databases, documentation, visual assets, textual content, audio files, video content, user interfaces, proprietary algorithms, machine learning models, and all other intellectual property or proprietary content, whether registered or unregistered, developed by or for EATRO Inc. (collectively, the “EATRO IP”), are and shall remain the sole and exclusive property of EATRO Inc. and/or its licensors or affiliates, and shall be protected under all applicable federal, state, and international intellectual property laws.

Nothing in this Agreement shall be construed to grant the Home Chef any ownership, license, interest, right of use, or other entitlement to the EATRO IP, except for a limited, non-exclusive, non-transferable, non-sublicensable, revocable license granted by EATRO solely for the duration of the Home Chef’s active participation on the Platform and solely for the purpose of fulfilling their obligations under this Agreement. Such license shall be strictly limited to the use of EATRO IP for marketing, customer communication, order fulfillment, and approved representations of affiliation with the Platform, in accordance with EATRO’s branding and trademark usage guidelines, and may be revoked by EATRO at any time and for any reason, without the need for judicial intervention or prior notice.

The Home Chef shall not, directly or indirectly, and shall ensure that their employees, subcontractors, and agents do not: (i) reproduce, modify, alter, copy, reverse engineer, decompile, disassemble, decode, translate, adapt, create derivative works from, or otherwise attempt to discover the source code or underlying structure, ideas, know-how, or algorithms relevant to the EATRO Platform or its associated intellectual property; (ii) use the EATRO IP or any portion thereof to develop competing software, platforms, services, or solutions; (iii) remove, alter, obscure, or deface any copyright, trademark, or proprietary notices embedded in or affixed to any part of the Platform or documentation; or (iv) assert or support any claim of ownership, authorship, or right to registration over any EATRO IP.

The Home Chef acknowledges that unauthorized use, reproduction, dissemination, or exploitation of EATRO IP constitutes a material breach of this Agreement and may cause irreparable harm for which monetary damages would be inadequate. Accordingly, EATRO shall be entitled to immediate injunctive relief, in addition to any other remedies available at law or equity, without the necessity of posting bond or proving actual damages.

All rights not expressly granted to the Home Chef under this Section are reserved by EATRO. This Section shall survive the expiration, suspension, or termination of this Agreement in perpetuity.

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SECTION 28. USE OF CHEF-CONTRIBUTED CONTENT

The Home Chef hereby grants to EATRO Inc., its affiliates, successors, assigns, licensees, marketing partners, and agents, a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable license to use, reproduce, distribute, publicly display, publicly perform, create derivative works from, adapt, translate, modify, transmit, publish, index, and otherwise exploit any and all content contributed by the Home Chef to the Platform or made available in connection with their use of the EATRO services (collectively, “Chef-Contributed Content”), including but not limited to images, photographs, videos, recipes, dish descriptions, nutritional information, pricing data, menus, business names, slogans, testimonials, written communications, profile information, social media handles, endorsements, feedback, or reviews.

The Home Chef represents and warrants that (i) they are the sole and exclusive owner of all intellectual property rights in and to the Chef-Contributed Content, or have obtained all necessary licenses, consents, and permissions to grant the foregoing rights to EATRO; (ii) the Chef-Contributed Content does not and will not infringe, misappropriate, or otherwise violate the rights of any third party, including intellectual property, publicity, privacy, contract, or moral rights; and (iii) all Chef-Contributed Content is accurate, truthful, complete, non-misleading, and compliant with applicable laws, including any disclosures required under food labeling regulations or advertising standards.

The Home Chef agrees that EATRO shall have the unrestricted right to use Chef-Contributed Content for any commercial or non-commercial purpose, including but not limited to platform promotion, social media campaigns, digital advertising, email marketing, event collateral, investor presentations, third-party integrations, and media distribution, without further notification to or compensation for the Home Chef. EATRO may also, in its sole discretion, choose to edit, crop, format, watermark, enhance, modify, or otherwise adapt the Chef-Contributed Content to suit its promotional, operational, or editorial needs.

The Home Chef waives any and all claims, including claims for compensation, royalties, credit, attribution, moral rights, or equitable relief, in connection with EATRO’s use of the Chef-Contributed Content. The Home Chef agrees not to pursue any claim against EATRO or its affiliates related to the use, display, alteration, omission, or removal of any such content.

In the event that any Chef-Contributed Content is found or alleged to violate the rights of a third party or any applicable law, EATRO reserves the right, without liability and without prior notice, to remove, suspend, redact, anonymize, or restrict access to such content at its sole discretion. The Home Chef agrees to cooperate with EATRO in responding to takedown requests, cease-and-desist notices, regulatory complaints, or copyright infringement allegations involving Chef-Contributed Content.

This Section shall survive the termination or expiration of this Agreement and shall remain fully enforceable in perpetuity.

SECTION 29. REPRESENTATIONS AND WARRANTIES

The Home Chef, by accessing the EATRO Platform, submitting registration documentation, and/or engaging in any act of food preparation, order fulfillment, customer communication, or content contribution under the auspices of EATRO, hereby makes, affirms, and covenants the following representations and warranties, each of which shall be deemed material to the enforceability of this Agreement and each of which shall be deemed restated and reaffirmed upon every login, order fulfillment, menu update, or material interaction with the Platform:

(a) That the Home Chef is at least eighteen (18) years of age and is legally competent to enter into binding agreements in the jurisdiction(s) in which they operate, and that they possess the full legal capacity, authority, and right to execute this Agreement, to perform all obligations here under, and to grant the licenses and consents herein contained without violating any other agreement, law, or court order to which they are subject;

(b) That all information, documentation, certifications, licenses, identification cards, food handler permits, insurance policies, entity formation certificates, and any other regulatory, professional, or business-related disclosures submitted by the Home Chef to EATRO are true, accurate, current, and complete in all respects, and that the Home Chef shall immediately notify EATRO in writing of any actual or anticipated changes, expirations, revocations, or inaccuracies;

(c) That the Home Chef is the lawful owner or rightful licensee of all intellectual property, recipes, images, menu items, business names, and content uploaded to or used in connection with the EATRO Platform, and that such materials do not infringe or violate the rights, intellectual property, or moral interests of any third party;

(d) That all food, beverages, snacks, sauces, and other edible products prepared, handled, stored, packaged, or delivered by the Home Chef shall be produced in full compliance with all applicable laws, regulations, health codes, allergen disclosures, ingredient labeling standards, and food safety best practices applicable in the jurisdiction of operation, including without limitation requirements related to perishability, cross-contamination, preparation temperatures, expiration dating, and traceability;

(e) That the Home Chef is not a party to any pending, threatened, or anticipated litigation, enforcement action, regulatory proceeding, or civil dispute that could adversely affect their ability to fulfill their obligations under this Agreement or that could bring reputational harm or legal risk to EATRO;

(f) That the Home Chef will not engage in any conduct, communication, public statement, or social media post that misrepresents, disparages, or contradicts their representations to customers, regulatory bodies, or EATRO regarding their food safety practices, menu offerings, ingredient sourcing, operational hygiene, or legal standing;

(g) That the Home Chef is not under any contractual, professional, or judicial obligation—such as a non-compete agreement, franchise restriction, consent decree, or license suspension—that would prohibit or limit their ability to use the EATRO Platform, offer home-cooked meals, or engage in commercial culinary activities of the type contemplated by this Agreement.

Each of the foregoing representations and warranties shall survive the execution, delivery, and termination of this Agreement, and the Home Chef acknowledges that EATRO is relying upon the continued truthfulness and completeness of such statements in determining their eligibility, account standing, promotional exposure, and access to Platform services.

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SECTION 30. COMPLIANCE WITH LAW

The Home Chef hereby acknowledges, affirms, and agrees that their conduct, operations, representations, and performance of services through the EATRO Platform shall at all times and in all jurisdictions be in full and complete compliance with all applicable international, federal, state, provincial, territorial, municipal, and local statutes, regulations, ordinances, rules, executive orders, codes, advisories, food service guidelines, licensing mandates, zoning laws, employment classifications, and regulatory agency directives, including but not limited to laws governing:

(a) food preparation, safety, handling, packaging, storage, sanitation, delivery, and traceability;

(b) food allergy disclosure, nutritional transparency, ingredient labeling, and cross-contamination prevention;

(c) safe operation and maintenance of commercial and shared kitchen facilities, including compliance with fire safety codes, health inspection guidelines, and kitchen capacity limitations;

(d) the lawful hiring, supervision, and payment of kitchen assistants, delivery personnel, or any third parties engaged by the Home Chef, including compliance with wage and hour laws, child labor prohibitions, anti-discrimination statutes, and independent contractor classification requirements;

(e) the collection, remittance, and reporting of all applicable sales taxes, use taxes, business taxes, income taxes, and self-employment taxes due under any tax authority’s jurisdiction, and the submission of all associated forms, invoices, and records to taxing authorities and to EATRO upon request;

(f) the acquisition, renewal, and display of all required business permits, operating licenses, food handler certifications, commercial liability policies, and inspection certificates required by any governing authority relevant to the Home Chef’s kitchen operations, business entity, or delivery activity;

(g) applicable laws concerning data privacy, consumer protection, advertising accuracy, digital communications, electronic transactions, and commercial representations made to customers on or through the Platform.

The Home Chef shall be solely responsible for determining which legal obligations apply to them based on their location, business model, and offerings. EATRO shall have no responsibility for advising the Home Chef on legal compliance, nor shall any support, documentation, or onboarding materials provided by EATRO be construed as legal advice, regulatory clearance, or a substitute for independent legal counsel.

In the event that the Home Chef receives any warning, citation, fine, notice of violation, or inquiry from any government agency, health inspector, tax authority, or regulatory body in connection with their participation on the Platform, they shall immediately notify EATRO in writing and provide copies of any such documents or correspondence, along with an explanation of the facts giving rise to the incident and the remedial actions taken or planned.

Failure to comply with applicable law or to cooperate with any investigation or enforcement action shall be deemed a material breach of this Agreement and may result in immediate account suspension, legal liability, indemnification obligations, and permanent removal from the Platform.

SECTION 31. INSURANCE REQUIREMENTS

As an express condition precedent to participation on the EATRO Platform and continued eligibility to receive customer orders, utilize Ghost Kitchen facilities, or access any portion of EATRO’s services or systems, the Home Chef hereby covenants, agrees, and undertakes to obtain, maintain, and continuously renew, at their sole expense, appropriate and adequate commercial insurance coverage from a reputable carrier authorized to do business in the applicable jurisdiction. The types and limits of insurance required under this Section may be modified, increased, or supplemented by EATRO at any time in its sole discretion, upon written or electronic notice to the Home Chef.

At a minimum, the Home Chef shall secure and maintain: (a) Commercial General Liability (CGL) insurance with per-occurrence and aggregate limits of not less than One Million Dollars ($1,000,000), which shall include products and completed operations coverage, foodborne illness liability, bodily injury, property damage, and personal and advertising injury; (b) if applicable, Commercial Auto Liability insurance for any vehicle used in the course of deliveries or supply runs, whether owned or rented, in an amount not less than the statutory minimum in the relevant state or region; (c) Workers’ Compensation coverage for any employees or helpers retained by the Home Chef, as required by applicable labor laws; and (d) any other insurance coverage that may be required by applicable law, local health departments, or kitchen licensing authorities, including but not limited to spoilage, fire, theft, and equipment damage insurance if operating from Ghost Kitchen premises.

All such policies must list the Home Chef as the primary named insured, and EATRO Inc. shall be named as an “additional insured” on the General Liability policy, with a waiver of subrogation in favor of EATRO where available. Certificates of insurance and endorsement forms evidencing compliance with these requirements shall be submitted to EATRO prior to activation of the Home Chef’s account, and upon each renewal thereafter, and upon request at any time during the term of this Agreement.

The Home Chef shall not permit any lapse, cancellation, expiration, or material modification of any required policy without at least thirty (30) days’ prior written notice to EATRO. In the event that coverage is terminated or deemed insufficient, EATRO may immediately suspend the Home Chef’s access to the Platform, block payouts, remove their menu from public view, or deactivate their account until proof of reinstated or alternative coverage has been submitted and verified.

The Home Chef’s failure to obtain or maintain valid insurance as set forth herein shall be deemed a material and incurable breach of this Agreement, and the Home Chef agrees to indemnify, defend, and hold harmless EATRO, its officers, directors, employees, shareholders, and affiliates from any and all claims, lawsuits, damages, liabilities, regulatory actions, and expenses arising out of or relating to the Home Chef’s uninsured or underinsured activities, including any bodily injury, property damage, or contamination event caused by their food, conduct, or premises.

This Section shall survive the termination of this Agreement with respect to any claim or liability arising from events occurring while the Home Chef was active on the Platform.

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SECTION 32. SUBSCRIPTION FEES AND PAYMENT OBLIGATIONS

The Home Chef acknowledges, understands, and irrevocably agrees that participation in the EATRO Platform and access to ancillary services—such as Ghost Kitchen workspace, proprietary packaging, branding exposure, technology tools, and customer access—are subject to the payment of mandatory Subscription Fees as determined and assessed by EATRO in accordance with its prevailing fee schedule, which may be revised from time to time at the sole and absolute discretion of EATRO upon reasonable notice.

Subscription Fees may vary based on the level of access granted, duration of commitment, kitchen facility tier, packaging volume, geographic region, or any promotional terms applicable at the time of enrollment or renewal. Unless otherwise specified in a signed written agreement, all Subscription Fees shall be billed on a monthly basis and shall be automatically charged to the Home Chef’s designated payment method on file, via third-party payment processor, on or about the same calendar date of each month. It is the Home Chef’s responsibility to ensure that the payment method remains valid, active, and adequately funded.

Failure to remit full payment of the Subscription Fees on or before the due date shall constitute a breach of this Agreement and shall subject the Home Chef to late fees, account suspension, packaging order holds, or termination of access to EATRO services, at the discretion of EATRO. In the event of declined payments, disputed charges, or unpaid balances, EATRO reserves the right to withhold any amounts otherwise payable to the Home Chef (including revenue share from completed orders), apply such withheld funds to outstanding balances, and pursue collection through legal channels or third-party agencies, with the Home Chef bearing all related costs, fees, and accrued interest.

The Home Chef agrees that Subscription Fees are non-refundable under any circumstance, including termination, deactivation, technical interruptions, kitchen closures, or reduced business volume. The Home Chef waives any right to seek proration, credit, refund, or chargeback for partially used periods or perceived lack of return on investment.

In addition to Subscription Fees, the Home Chef shall be responsible for any transaction processing charges, packaging overages, late fees, cleaning penalties, or damages assessed by EATRO or the Ghost Kitchen operators, as well as any applicable taxes, levies, or assessments imposed by governmental authorities in connection with use of the Platform or facilities.

EATRO reserves the right, at its sole discretion, to offer optional add-on services or feature upgrades, which may be subject to separate fees and payment terms. The Home Chef shall not be obligated to accept any such add-ons but agrees that all elected add-ons shall be legally binding and subject to the same payment obligations, refund limitations, and enforcement provisions as Subscription Fees.

This Section shall survive termination of this Agreement until all balances are fully paid, and shall be enforceable against the Home Chef and any successor entity formed by, owned by, or affiliated with the Home Chef for the purpose of circumventing liability.

SECTION 33. PLATFORM COMMISSION STRUCTURE

The Home Chef hereby expressly agrees, acknowledges, and irrevocably authorizes EATRO Inc., its agents, affiliates, financial partners, and authorized processors, to calculate, deduct, and retain a Platform Commission on each and every transaction, order, or customer payment processed through or arising from the use of the EATRO Platform, whether such payment is made digitally, by card, or through any other medium enabled by the Platform or affiliated partners. The Platform Commission shall be calculated as a percentage of the order subtotal (prior to taxes, delivery charges, tips, packaging costs, or transaction fees), as defined and determined solely by EATRO in accordance with its then-current pricing schedule and commission model, which may be modified, increased, or restructured at any time, in EATRO’s sole and absolute discretion, upon reasonable written or electronic notice to the Home Chef.

The Home Chef acknowledges that the Platform Commission serves as consideration for EATRO’s provision of proprietary technology infrastructure, customer acquisition services, order management tools, payment processing facilitation, brand visibility, packaging logistics, customer support operations, marketing initiatives, Ghost Kitchen coordination, and related administrative and operational functionalities that enable the Home Chef’s commercial presence and sales through the Platform. The Platform Commission is mandatory, non-negotiable, and shall be deducted automatically from each order’s proceeds prior to disbursement of any balance to the Home Chef.

The Home Chef further agrees that they shall not attempt to circumvent, obscure, defraud, underreport, redirect, or otherwise manipulate order routing, pricing configurations, or customer communications for the purpose of evading the payment of Platform Commission. Any such conduct shall constitute a material breach of this Agreement and may subject the Home Chef to legal action, account suspension, financial penalties, retroactive commission recovery, and permanent exclusion from the Platform.

EATRO shall not be obligated to disclose the internal breakdown, budget allocation, profit margins, or cost basis associated with its commission structure, nor shall it be required to justify or equate its rates to market competitors or industry benchmarks. The Home Chef waives any claim, entitlement, or expectation of parity, transparency, or individualized negotiation regarding commission percentages.

The Home Chef agrees and acknowledges that commission amounts are earned by EATRO immediately upon order confirmation by the customer and that such commissions shall remain payable and non-refundable regardless of whether the Home Chef cancels the order, fails to deliver the meal, issues a partial or full refund, or receives a customer complaint. The Home Chef bears the full risk of non-performance, dissatisfaction, operational error, or refund-related deductions.

This Section shall survive the termination or expiration of this Agreement with respect to any orders, commissions, disputes, or obligations incurred prior to such termination.

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SECTION 34. THIRD-PARTY PAYMENT PROCESSING

The Home Chef acknowledges and irrevocably agrees that all financial transactions conducted through the EATRO Platform, including customer payments, commission deductions, subscription fees, and revenue disbursements, shall be facilitated, processed, and managed by a third-party payment service provider (hereinafter, the “Payment Processor”), the identity and contractual terms of which shall be determined exclusively by EATRO and may be updated, replaced, or substituted at EATRO’s sole discretion without prior notice. The Home Chef agrees to comply with all terms, conditions, account creation requirements, documentation requests, verification protocols, anti-fraud procedures, and compliance standards imposed by the Payment Processor, including but not limited to Know Your Customer (KYC), Anti-Money Laundering (AML), and tax reporting regulations applicable in the relevant jurisdiction.

The Home Chef understands and agrees that EATRO does not itself collect, store, transmit, or retain any sensitive payment information, such as credit card numbers, banking credentials, routing numbers, or account passwords, and that all such data is securely transmitted through the Payment Processor’s encrypted and PCI-DSS-compliant systems. The Home Chef shall not hold EATRO liable for any security breaches, unauthorized charges, transaction delays, payment failures, processor errors, withholding of funds, account freezes, or service interruptions attributable in whole or in part to the Payment Processor or any intermediary financial institution.

The Home Chef is solely responsible for ensuring the accuracy of the payment account information provided to the Payment Processor and for maintaining a valid and active linked account capable of receiving automated disbursements. Any failure to receive timely payments due to outdated, incorrect, or deactivated account information shall be the responsibility of the Home Chef and shall not give rise to any liability or duty on the part of EATRO.

EATRO reserves the right, in its sole discretion, to withhold, freeze, or delay disbursement of funds to the Home Chef in the event of suspected fraud, chargeback activity, excessive refund volume, customer complaints, operational violations, regulatory investigations, or other anomalies indicating potential legal, reputational, or financial risk. The Home Chef consents to such actions and agrees to cooperate fully with any internal or external investigation relating to platform abuse, unauthorized activity, or compliance irregularities.

All disbursements are subject to standard transaction fees, which may include fixed charges, percentage-based deductions, and cross-border transfer costs, as established by the Payment Processor. The Home Chef shall bear all such costs, which shall be deducted automatically from gross payouts or invoiced separately at EATRO’s discretion.

This Section shall remain in full force and effect for so long as any outstanding balance, refund liability, financial obligation, or account-related matter remains unresolved, and shall survive the termination of this Agreement to the extent necessary to facilitate audits, tax reporting, financial reconciliation, or legal enforcement.

SECTION 35. TAXES AND REPORTING RESPONSIBILITIES

The Home Chef expressly acknowledges, affirms, and agrees that they shall bear sole and exclusive responsibility for the determination, calculation, reporting, remittance, and payment of any and all federal, state, local, provincial, or foreign taxes, levies, duties, imposts, fees, assessments, or other governmental charges of whatever kind or nature, including without limitation income taxes, self-employment taxes, payroll taxes, franchise taxes, sales taxes, use taxes, value-added taxes (VAT), and gross receipts taxes, arising from or related to their participation in the EATRO Platform, the provision of culinary services, the sale of food products, the use of Ghost Kitchen facilities, or the receipt of disbursed funds from customer transactions or any other revenue-generating activity facilitated through or in connection with the Platform.

The Home Chef further agrees that they shall comply with all tax registration requirements imposed by applicable authorities, including the filing and renewal of sales tax licenses, taxpayer identification numbers, employer identification numbers (EINs), and any required local food service or retail sales permits. The Home Chef shall also be solely responsible for the timely filing of all required tax returns, including quarterly estimated tax payments, annual filings, informational disclosures, and such other forms as may be required under Internal Revenue Code Section 6041 or its state and municipal analogs.

EATRO shall not be deemed to be a withholding agent, tax preparer, co-employer, or tax advisor of the Home Chef, and nothing in this Agreement shall be interpreted to impose any obligation upon EATRO to provide tax advice, calculate liability, submit filings, remit taxes on the Home Chef’s behalf, or maintain withholding accounts unless explicitly required to do so by law. Notwithstanding the foregoing, EATRO reserves the right, in its sole discretion and without assuming liability, to collect and remit applicable sales tax, service tax, or value-added tax on behalf of the Home Chef where mandated by jurisdictional regulations, marketplace facilitator laws, or audit directives from competent taxing authorities. In such cases, EATRO shall be entitled to rely on automated tax calculation engines, third-party service providers, or internal assessments to determine the correct tax rate, and the Home Chef waives any and all claims related to errors in calculation, overcollection, undercollection, or administrative reporting.

The Home Chef agrees to fully indemnify, defend, and hold harmless EATRO, its officers, directors, employees, agents, successors, and assigns from any liability, penalty, fine, interest charge, audit cost, legal expense, or government claim arising out of or relating to the Home Chef’s failure to comply with their tax obligations. This shall include but not be limited to claims for unreported income, failure to withhold or remit taxes on behalf of subcontractors, use of fraudulent or expired tax identification numbers, or any misclassification of tax jurisdiction due to inaccurate address or business registration information.

The Home Chef further agrees to provide to EATRO, upon request, any and all documentation necessary to comply with federal or state-level tax reporting obligations, including Form W-9, W-8BEN, state registration certificates, or such other instruments as may be required to issue annual Forms 1099-NEC, 1099-K, or equivalent informational statements. Failure to provide required documentation may result in EATRO withholding amounts from disbursed revenue in accordance with IRS backup withholding rules or applicable state directives.

This Section shall survive the expiration or termination of this Agreement and shall remain in full force and effect for the duration of any applicable statute of limitations or audit review period as determined by taxing authorities.

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SECTION 36. DISPUTE RESOLUTION

Any dispute, claim, controversy, or disagreement arising out of or relating to this Agreement, the breach thereof, the Home Chef’s access to or participation in the EATRO Platform, or any matter relating to payments, subscriptions, commissions, intellectual property, liability, injury, conduct, or termination (collectively, “Disputes”), whether sounding in contract, tort, equity, statute, regulation, or otherwise, shall be resolved exclusively in accordance with the binding arbitration and waiver provisions set forth in this Section.

The parties agree that all such Disputes shall be submitted to final and binding arbitration administered by the American Arbitration Association (“AAA”) under its applicable Commercial Arbitration Rules then in effect, before a single arbitrator mutually selected by the parties or appointed in accordance with AAA procedures, and conducted in the English language in the state of Delaware or such other location as EATRO shall determine in its sole discretion. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitration proceedings shall be confidential, and neither party shall disclose the existence, content, or result of any arbitration without the prior written consent of the other party, except as required by law.

The Home Chef hereby waives, to the fullest extent permitted by applicable law, any right to bring or participate in a class action, collective action, representative proceeding, or private attorney general action against EATRO or any of its officers, directors, employees, or agents. All claims and actions must be brought in the Home Chef’s individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding.

In the event any claim is filed in a court of law despite this mandatory arbitration provision, the parties agree that the United States District Court for the District of Delaware, and, where such court lacks subject matter jurisdiction, the state courts of Delaware, shall have exclusive jurisdiction over any such proceeding, and the Home Chef expressly submits to the personal jurisdiction of such courts and irrevocably waives any objection based on inconvenient forum or lack of venue.

The arbitrator shall have the authority to award all remedies available under applicable law, including but not limited to damages, injunctive relief, and declaratory relief, but shall not have the power to award punitive damages, treble damages, or any form of consequential or speculative damages unless expressly authorized by statute. Each party shall bear its own legal fees and costs associated with arbitration, provided that the arbitrator shall have discretion to award attorneys’ fees and costs to the prevailing party where permitted by law.

Nothing in this Section shall prevent EATRO from seeking emergency or preliminary injunctive relief in a court of competent jurisdiction to prevent the actual or threatened misappropriation of intellectual property, confidential information, or trade secrets, or to enforce restrictive covenants including non-solicitation, non-disparagement, and confidentiality obligations under this Agreement.

This Section shall survive the termination, expiration, cancellation, or rejection of this Agreement and shall apply to any Dispute regardless of the cause of action asserted or remedy sought.

SECTION 37. INDEMNIFICATION

The Home Chef hereby agrees to indemnify, defend, and hold harmless EATRO Inc., along with its officers, directors, employees, agents, affiliates, subsidiaries, contractors, licensors, successors, and assigns (collectively, the “Indemnified Parties”), from and against any and all claims, demands, losses, liabilities, damages, judgments, penalties, settlements, fines, costs, expenses, and fees (including without limitation reasonable attorneys’ fees, expert witness fees, court costs, and expenses of investigation and defense) arising out of, resulting from, or relating to: (a) any actual or alleged breach by the Home Chef of this Agreement or any representation, warranty, covenant, or obligation contained herein; (b) any violation or noncompliance by the Home Chef with applicable federal, state, local, or international laws, rules, regulations, or administrative guidelines, including but not limited to those governing food preparation, handling, safety, hygiene, labeling, and taxation; (c) any negligent, grossly negligent, reckless, fraudulent, or intentional act or omission by the Home Chef or their employees, subcontractors, or representatives; (d) any personal injury, bodily harm, illness, death, or property damage resulting from the Home Chef’s food, conduct, facilities, kitchen environment, or services rendered, whether occurring during preparation, packaging, delivery, or consumption; (e) any third-party claim asserting intellectual property infringement, misappropriation of trade secrets, or unauthorized use of proprietary materials in connection with the Home Chef’s menu offerings, content uploads, branding, or product design; (f) any claim brought by a customer, delivery driver, landlord, government entity, or other third party relating to the Home Chef’s activities, representations, advertising, or omissions in the course of their participation on the EATRO Platform; (g) any data breach, unauthorized access, or misuse of personally identifiable information, geolocation data, or payment credentials caused directly or indirectly by the Home Chef or their failure to maintain adequate security protocols.

The Home Chef agrees that the Indemnified Parties shall have the right, but not the obligation, to assume the exclusive defense and control of any matter subject to indemnification hereunder, and the Home Chef shall not settle any claim or action without the prior written consent of EATRO. The Home Chef shall cooperate fully and promptly in the defense of any indemnified claim, including producing documents, testifying under oath, and assisting in factual investigation, legal briefing, or settlement negotiations.

The indemnification obligations set forth in this Section shall be deemed continuing, shall survive the termination or expiration of this Agreement, and shall be binding upon any successor entity, assignee, transferee, or third party acting under the Home Chef’s direction or authorization.

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SECTION 38. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, under no circumstances shall EATRO Inc., its officers, directors, shareholders, employees, agents, contractors, licensors, or affiliated entities be liable to the Home Chef or to any third party for any indirect, incidental, consequential, exemplary, special, punitive, or enhanced damages of any kind, including but not limited to lost profits, lost revenues, loss of goodwill, business interruption, reputational harm, data loss, or emotional distress, arising out of or in any way related to the Home Chef’s access to or use of the EATRO Platform, participation in its services, reliance on its systems or materials, or interaction with customers, regardless of whether such claims are based in contract, tort, strict liability, negligence, statute, or equity, and regardless of whether EATRO has been advised of the possibility of such damages or could have reasonably foreseen them.

Without limiting the generality of the foregoing, EATRO shall not be liable for: (a) any damages arising from or related to foodborne illness, contamination, cross-contact of allergens, or other health consequences attributable to the Home Chef’s preparation, handling, storage, or delivery methods; (b) losses or damages caused by force majeure events, including but not limited to acts of God, pandemics, power outages, fire, floods, weather disruptions, governmental actions, labor strikes, civil unrest, war, terrorism, or other events beyond EATRO’s control; (c) operational downtime, system errors, missed orders, technical glitches, data outages, or service interruptions caused by third-party vendors, infrastructure providers, or utility companies; (d) any errors, inaccuracies, or omissions in content or menus uploaded by the Home Chef or generated by automated translation, recommendation, or analytics tools within the Platform.

In all circumstances and notwithstanding anything to the contrary in this Agreement, the total cumulative liability of EATRO to the Home Chef for any and all claims, losses, liabilities, or damages arising out of or relating to this Agreement or the use of the Platform shall not exceed the lesser of: (i) the total amount of Platform Commissions actually retained by EATRO in connection with the Home Chef’s sales over the three (3) months immediately preceding the event giving rise to the claim; or (ii) One Thousand U.S. Dollars ($1,000.00), regardless of the legal theory under which such liability is asserted.

The Home Chef acknowledges and agrees that the foregoing limitations are a fundamental component of the allocation of risk between the parties and that EATRO would not have entered into this Agreement or provided access to the Platform absent such limitations. This Section shall survive the expiration or termination of this Agreement and shall apply to all causes of action, regardless of the timing or nature of the claim asserted.

SECTION 39. NOTICES AND COMMUNICATIONS

The Home Chef hereby consents to receive all communications, notices, legal disclosures, amendments, and transactional messages from EATRO Inc. in electronic form, including but not limited to email, platform-based messaging, mobile application push notifications, in-dashboard banners, or any other method reasonably designed to provide actual or constructive notice. Such communications may include, but are not limited to, updates to this Agreement, operational alerts, payment confirmations, promotional campaigns, training requirements, compliance notices, subscription invoices, suspension warnings, or legal service of process, where permissible under applicable law.

Notices sent by EATRO to the email address, phone number, or other contact information provided by the Home Chef in their account profile shall be deemed delivered and effective immediately upon transmission, regardless of whether the Home Chef accesses or reviews such communications. The Home Chef agrees to maintain accurate and up-to-date contact information within the EATRO Platform at all times and acknowledges that failure to do so shall not invalidate the effectiveness of any communication sent to the most recently provided contact information.

All formal notices to EATRO required under this Agreement—whether pertaining to legal claims, termination, indemnification, or contractual disputes—must be sent in writing by certified mail or overnight courier with tracking, addressed as follows:

            EATRO Inc.
            Legal Department – Home Chef Relations  
            [Insert Current Company Address Here]  
            Email (for courtesy copy only): legal@eatrofam.com 

Such notices shall be deemed effective upon receipt as confirmed by delivery records. Notices sent to any other department, email address, or employee shall not constitute valid legal notice unless expressly acknowledged in writing by EATRO’s authorized legal representative.

The Home Chef agrees that EATRO may, at its sole discretion, record, archive, and monitor any written or verbal communications between the parties, including customer service inquiries, support tickets, chat transcripts, or telephonic conversations, for purposes of dispute resolution, quality control, training, compliance auditing, or legal defense.

This Section shall survive the termination or expiration of this Agreement and shall govern all communications pertaining to post-termination obligations, ongoing disputes, tax reporting, indemnity enforcement, and legal process.

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SECTION 40. TERMINATION AND SUSPENSION

This Agreement shall remain in full force and effect until terminated by either party in accordance with the terms set forth herein. The Home Chef may initiate termination of this Agreement at any time, with or without cause, by submitting a written notice of intent to terminate to EATRO via the platform interface or by certified correspondence to the address listed in Section 39. EATRO reserves the right to require a waiting period, offboarding checklist, return of packaging or assets, or account reconciliation prior to final deactivation.

Notwithstanding the foregoing, EATRO may, at its sole and absolute discretion and without prior notice, terminate, suspend, limit, restrict, or deactivate the Home Chef’s access to the Platform, participation in order fulfillment, payout eligibility, or visibility on customer-facing interfaces under any of the following circumstances: (a) violation of any provision of this Agreement; (b) breach of applicable law, regulation, or health code; (c) receipt of substantiated customer complaints alleging foodborne illness, unsanitary preparation, threats, discrimination, or unprofessional conduct; (d) submission of fraudulent, forged, or misleading documentation or identification; (e) discovery of unauthorized activity, including circumvention of subscription or commission obligations, solicitation of off-platform transactions, or competitive conflict of interest; (f) initiation of chargebacks, unauthorized refunds, or misappropriation of customer payments; (g) failure to maintain required insurance coverage, food safety certifications, or business licenses; (h) failure to meet platform performance standards, including order completion rates, quality reviews, or customer service metrics, as determined solely by EATRO.

EATRO further reserves the right to suspend or terminate the Home Chef’s account immediately in the event of: (i) a government enforcement action, regulatory order, or cease-and-desist notice; (ii) conduct which exposes EATRO to legal liability, reputational damage, or customer safety risk; or (iii) acts of harassment, defamation, intimidation, or abuse directed toward customers, delivery partners, staff, or other Home Chefs.

Upon termination for any reason, the Home Chef shall immediately cease all use of the Platform, discontinue use of EATRO-branded materials, return any physical assets or proprietary packaging in their possession, and satisfy any outstanding financial obligations, including unpaid subscription fees, platform deductions, refund balances, and indemnification claims.

Termination of this Agreement shall not relieve either party of any obligation that by its nature survives termination, including but not limited to confidentiality obligations, intellectual property restrictions, indemnification duties, commission obligations on pre-termination transactions, and any accrued rights or liabilities existing as of the date of termination.

EATRO shall not be liable to the Home Chef for any compensation, damages, opportunity loss, goodwill impairment, or lost profits resulting from suspension or termination of access, and the Home Chef hereby waives any right to challenge such termination except as expressly permitted under the Dispute Resolution section herein.

Section 41: Food Safety and Quality Standards

The Home Chef hereby acknowledges, agrees, affirms, and covenants that as a fundamental and non-negotiable condition of participation on the EATRO platform, they shall at all times, without exception, maintain and demonstrate strict adherence to all applicable federal, state, county, municipal, and local food safety statutes, regulations, ordinances, public health codes, sanitation standards, temperature control guidelines, cross-contamination avoidance protocols, allergen control requirements, pest control mandates, packaging integrity standards, handwashing frequency thresholds, and any and all other food handling and kitchen operation standards as imposed by the United States Food and Drug Administration (FDA), United States Department of Agriculture (USDA), the Food Safety Modernization Act (FSMA), and any public health authority or food regulatory body with jurisdiction over the premises, facility, residence, ghost kitchen, or any other space used by the Home Chef to prepare, handle, package, or deliver food offered for sale through the EATRO platform. In furtherance of this covenant, the Home Chef shall be required, as a precondition to activation and at all times thereafter, to obtain and maintain a current, valid, and verifiable ANSI-accredited food handler certificate, including but not limited to a certification issued under ServSafe, Prometric, National Registry of Food Safety Professionals (NRFSP), or any other ANSI National Accreditation Board (ANAB) approved program recognized by EATRO in its sole discretion. Proof of such certification shall be submitted to EATRO in digital format prior to account activation and re-submitted upon renewal, expiration, or request. The Home Chef shall further submit to a mandatory video inspection and virtual kitchen walkthrough, recorded or live, demonstrating the cleanliness, food-safe layout, equipment conditions, labeling protocols, and general hygienic practices of the food preparation area.

In addition to these self-submitted materials, the Home Chef expressly agrees and consents to unannounced inspections, audits, reviews, or evaluations conducted either in-person or remotely by EATRO’s designated internal food safety compliance team, which shall consist of no fewer than ten (10) trained and qualified individuals employed or contracted by EATRO to carry out sanitation assessments, operational reviews, record-keeping verification, photographic documentation, and full-spectrum kitchen evaluations for compliance with this Section. Such inspections may include examination of ingredient storage containers, cutting boards, refrigeration units, cooking surfaces, ventilation, waste disposal protocols, pest control measures, gloves, masks, hair restraints, and cleaning logs. Any denial of access, obstruction, misrepresentation, or failure to pass inspection, in whole or in part, shall constitute a material breach of this Agreement and may result in immediate account suspension or permanent removal from the EATRO platform. The Home Chef shall be required to maintain written or digital records, readily available upon request, for all procurement invoices, temperature logs, batch tracking, sanitation schedules, and allergen declarations for a minimum retention period of twenty-four (24) months. EATRO may, at its sole discretion and without advance notice, engage a third-party audit service or certified food safety consultant to conduct comprehensive inspections, and the Home Chef shall not withhold consent for such audit and shall cooperate fully and in good faith during the process.

The Home Chef further acknowledges and agrees that participation on the EATRO platform is a privilege contingent upon their continued and demonstrable commitment to food safety, and any lapse, negligence, misconduct, falsification, non-disclosure, expiration, or regulatory violation shall be deemed a grave and material breach. EATRO shall not be required to provide warning, grace periods, or remediation opportunities, though it may do so at its discretion. The Home Chef shall bear full responsibility for any health risk, contamination, illness, recall, or enforcement action arising out of or related to their food preparation practices, and shall indemnify, defend, and hold harmless EATRO and its officers, agents, employees, investors, and affiliates from any resulting claim, complaint, citation, penalty, or injury. The obligations set forth in this section shall survive the termination of this Agreement and remain in full force and effect for a period of three (3) years thereafter.

Section 42: Orders, Cancellations, and Refunds

The Home Chef agrees, covenants, and stipulates that every order received through the EATRO platform shall constitute a binding obligation to prepare, package, and deliver, or make available for pickup, the ordered food items precisely in accordance with the specifications provided by the customer at the time of order placement, including, without limitation, quantity, portion size, recipe adherence, packaging type, allergen exclusions, delivery timing, and any special instructions explicitly entered by the customer or implicitly required by platform policy. The Home Chef shall not cancel, modify, or delay an accepted order for any reason except in cases of verified force majeure circumstances as defined under this Agreement, and any unauthorized or repeated cancellation, no-show, or failure to fulfill an accepted order shall constitute a breach subject to penalties up to and including account suspension, monetary deductions, customer refund liability, or permanent removal from the platform. The Home Chef acknowledges and agrees that customers may exercise a limited right to cancel orders within the timeframe set by EATRO’s cancellation policy, and that such cancellations shall not entitle the Home Chef to any compensation, retention of ingredients, or reimbursement of time or materials expended unless otherwise determined solely by EATRO. The Home Chef further agrees that all refund requests, customer complaints, chargebacks, service credits, and quality disputes shall be subject to unilateral determination by EATRO, and EATRO shall have sole, exclusive, and non-appealable authority to determine whether a full, partial, or no refund shall be granted, and whether the Home Chef shall bear financial responsibility for any such refund or chargeback. In the event EATRO determines that the Home Chef’s actions, omissions, or product deficiencies caused or contributed to the basis of the refund or cancellation, EATRO may debit the Home Chef’s payment account accordingly, and such debit shall be binding, non-negotiable, and final. The Home Chef agrees to fully cooperate in all refund investigations and acknowledges that their failure to respond to refund inquiries, customer complaints, or dispute documentation requests within seventy-two (72) hours shall be deemed an admission of responsibility.The Home Chef irrevocably acknowledges and agrees that their monetary compensation for goods sold and services rendered via the EATRO platform shall be calculated on the basis of a revenue-sharing arrangement determined exclusively by EATRO, which may be based on a fixed fee, a commission-based percentage of gross or net revenue, or any other methodology adopted, modified, or amended by EATRO from time to time, and that such methodology, fee structure, and applicable deductions may be changed at EATRO’s sole discretion with or without prior notice to the Home Chef. The Home Chef expressly agrees that gross revenue from customer transactions shall be subject to deductions for, including but not limited to, EATRO’s platform commission, third-party payment processor fees (e.g., Stripe or similar services), applicable taxes, promotional discounts, delivery or logistics surcharges, customer service-related refunds or chargebacks, loyalty rewards, incentives or referral bonuses, account adjustments, and any penalties assessed in connection with breach of this Agreement. The Home Chef shall receive, on a periodic basis in accordance with EATRO’s prevailing payout schedule, a net remittance amount representing the residual balance of revenue after all such deductions have been subtracted. EATRO shall not be liable for any delay, rejection, withholding, or suspension of payment due to verification processes, suspected fraud, policy violations, technical issues, or external processor failures. The Home Chef agrees to provide and maintain valid bank account information or payout credentials, and acknowledges that any errors, inconsistencies, or omissions therein may result in lost or delayed payments, for which EATRO shall bear no responsibility. All payouts are deemed final upon disbursement and shall not be subject to dispute, modification, or retroactive recalculation unless a manifest and material accounting error is evidenced by documentary proof within thirty (30) days of payment.

Section 43: Payment and Revenue Sharing

The Home Chef irrevocably acknowledges and agrees that their monetary compensation for goods sold and services rendered via the EATRO platform shall be calculated on the basis of a revenue-sharing arrangement determined exclusively by EATRO, which may be based on a fixed fee, a commission-based percentage of gross or net revenue, or any other methodology adopted, modified, or amended by EATRO from time to time, and that such methodology, fee structure, and applicable deductions may be changed at EATRO’s sole discretion with or without prior notice to the Home Chef. The Home Chef expressly agrees that gross revenue from customer transactions shall be subject to deductions for, including but not limited to, EATRO’s platform commission, third-party payment processor fees (e.g., Stripe or similar services), applicable taxes, promotional discounts, delivery or logistics surcharges, customer service-related refunds or chargebacks, loyalty rewards, incentives or referral bonuses, account adjustments, and any penalties assessed in connection with breach of this Agreement. The Home Chef shall receive, on a periodic basis in accordance with EATRO’s prevailing payout schedule, a net remittance amount representing the residual balance of revenue after all such deductions have been subtracted. EATRO shall not be liable for any delay, rejection, withholding, or suspension of payment due to verification processes, suspected fraud, policy violations, technical issues, or external processor failures. The Home Chef agrees to provide and maintain valid bank account information or payout credentials, and acknowledges that any errors, inconsistencies, or omissions therein may result in lost or delayed payments, for which EATRO shall bear no responsibility. All payouts are deemed final upon disbursement and shall not be subject to dispute, modification, or retroactive recalculation unless a manifest and material accounting error is evidenced by documentary proof within thirty (30) days of payment.

Section 44: Background Checks and Verifications

The Home Chef expressly acknowledges, affirms, and consents to the unconditional and ongoing right of EATRO, its subsidiaries, officers, employees, agents, contractors, designees, and authorized third-party vendors or affiliates, to initiate, conduct, and rely upon comprehensive personal and professional background investigations, screenings, credential verifications, and lawful data collection measures, both at the time of onboarding and at any subsequent moment throughout the duration of the Home Chef’s participation in the EATRO platform, without the necessity of additional notice, separate authorization, or further disclosure of scope. Such verifications may include, but shall not be limited to, validation of name, date of birth, government-issued identification, national identification numbers, Social Security Numbers, tax registration records, contact information, residential history, employment history, professional licenses and certifications, business entity status, food handler certifications, training credentials, and any other documents or representations furnished to or accessible by EATRO in connection with the Home Chef’s participation on the platform. Furthermore, the Home Chef expressly authorizes EATRO to request, retrieve, examine, and rely upon results from law enforcement databases, criminal background registries, county, state, and federal court dockets, sex offender registries, Interpol watch lists, OFAC (Office of Foreign Assets Control) sanctions lists, anti-money laundering blacklists, anti-terrorism screenings, and any and all sources of publicly or commercially available background data. The Home Chef shall cooperate fully, accurately, and without delay in all aspects of such screening, including but not limited to the submission of fingerprints, selfies, live video interviews, utility bills, lease agreements, food business permits, inspection reports, and any other documentation requested by EATRO, its agents, or affiliated verifiers. Failure to cooperate in a timely and satisfactory manner, the discovery of materially false, incomplete, or misleading information, or the identification of any background element that EATRO, in its sole and absolute discretion, deems incompatible with its policies, public trust, operational risk tolerance, or reputational standards, shall be grounds for immediate suspension, restriction, deactivation, or termination of the Home Chef’s account without compensation, liability, or obligation to disclose the underlying rationale or investigatory findings. The Home Chef hereby waives, releases, and holds harmless EATRO and its affiliates from any and all claims, causes of action, losses, or liabilities that may arise directly or indirectly from such screening processes, including claims arising under any federal, state, or local privacy, employment, discrimination, or consumer protection statutes.

Section 45: Reviews and Ratings

The Home Chef hereby understands, acknowledges, agrees, and irrevocably consents to the fact that all customers using the EATRO platform shall possess an unrestricted and absolute right to publicly post, publish, distribute, rate, evaluate, comment upon, and otherwise provide subjective or objective feedback regarding their experience with the Home Chef’s food, service, punctuality, communication, hygiene, packaging, personality, or any other aspect of interaction deemed relevant by the customer in their sole discretion. Such feedback may take the form of numerical ratings, text reviews, emojis, tags, or other content formats and shall be permanently associated with the Home Chef’s public profile, available for review and consideration by any other platform user or potential customer. The Home Chef expressly waives and relinquishes any and all rights to contest, demand removal of, suppress, censor, edit, or otherwise interfere with the dissemination of such reviews unless the content thereof clearly violates EATRO’s Community Guidelines, contains profane, defamatory, or explicitly illegal statements, or constitutes impersonation or malicious fraud as solely determined by EATRO. The Home Chef shall not, under any circumstance, offer compensation, discounts, free food, or other incentives in exchange for positive reviews, nor shall the Home Chef coerce, intimidate, harass, threaten, bribe, or attempt to influence customers to alter or withdraw honest feedback. The Home Chef further agrees not to engage in self-reviewing behavior, including the creation of false accounts for the purpose of boosting ratings, or coordinating with friends, family, or associates to artificially inflate the Home Chef’s profile metrics. EATRO reserves the sole and exclusive right to monitor, aggregate, interpret, and respond to customer feedback for internal operational purposes, promotional consideration, algorithmic rankings, or disciplinary enforcement. The Home Chef understands that a pattern of poor ratings, even if each individual rating is not independently actionable, may result in performance warnings, de-prioritization in search results, temporary suspension, permanent removal from the platform, or other corrective actions, and that the final interpretation of such metrics is within the exclusive discretion of EATRO, without recourse.

Section 46: Data Privacy and Security

The Home Chef affirms, agrees, and legally binds themselves to the strictest adherence to all applicable data privacy, data protection, consumer information confidentiality, cybersecurity, and information handling laws, statutes, regulations, frameworks, policies, and standards imposed by federal, state, local, and international authorities, including but not limited to the California Consumer Privacy Act (CCPA), the California Privacy Rights Act (CPRA), the General Data Protection Regulation (GDPR), the Children’s Online Privacy Protection Act (COPPA), the Electronic Communications Privacy Act (ECPA), the Payment Card Industry Data Security Standards (PCI DSS), and any additional data-related obligations imposed by applicable law or adopted by EATRO as part of its internal governance practices. The Home Chef understands that during their use of the EATRO platform, they may be given access to personally identifiable information (PII), protected health information (PHI), payment data, geolocation information, biometric information, order history, customer preferences, dietary restrictions, and other forms of sensitive data pertaining to platform users, and the Home Chef unequivocally agrees to safeguard, encrypt, restrict, and never disclose such information except solely for the purpose of fulfilling that specific customer’s order in compliance with EATRO’s policies and relevant legal obligations. The Home Chef shall not store customer data outside of the platform’s systems, shall not write it down, copy, screenshot, transmit, share, upload, or back it up to any third-party platform, messaging application, email server, or local device, and shall implement physical and digital safeguards including, without limitation, updated antivirus protection, encrypted devices, secure Wi-Fi networks, strong password protocols, and lockable storage containers. Any unauthorized use, misuse, loss, destruction, theft, compromise, or disclosure of such data, whether intentional or accidental, must be reported to EATRO’s Data Privacy Officer within twenty-four (24) hours of detection, and failure to do so shall result in disciplinary action, liability for any resulting harm, and immediate termination of platform access. EATRO reserves the right to conduct data audits, penetration testing, or incident response investigations at any time, and the Home Chef agrees to cooperate fully and promptly. The Home Chef shall indemnify, defend, and hold EATRO harmless from any and all third-party claims, regulatory fines, class action liabilities, or legal fees arising from the Home Chef’s violation of this data privacy provision, including but not limited to breaches caused by device theft, negligence, employee misconduct, or software vulnerability.

Section 47: Severability

In the event that any term, provision, covenant, clause, phrase, sentence, paragraph, condition, or requirement set forth in this Agreement shall be held to be invalid, void, unenforceable, illegal, or inoperable by a court of competent jurisdiction or by any governmental or regulatory authority having appropriate jurisdiction, whether in whole or in part, and whether due to vagueness, ambiguity, conflict with applicable law, overbreadth, public policy considerations, or for any other reason whatsoever, such invalidity, voidability, unenforceability, illegality, or inoperability shall not affect, impair, or invalidate any other term, provision, covenant, clause, phrase, sentence, paragraph, condition, or requirement contained herein, all of which shall remain in full force and effect, binding and enforceable as if such invalidated term had never been included. The parties expressly agree and intend that any invalid, void, or unenforceable term shall be deemed automatically replaced, to the maximum extent permissible under applicable law, with a term that most closely reflects the original economic and legal intent of the provision in question, while rendering it valid, lawful, and enforceable. If a court declines to reform or modify such provision, the offending language shall be deemed severed, and the remainder of the Agreement shall be interpreted so as to give full effect to the remaining provisions without undue hardship, distortion of meaning, or impairment of the overall contractual structure, it being the explicit will of the parties that under no circumstances shall this Agreement be rendered null, void, or entirely unenforceable merely by reason of the partial invalidity of any one or more of its provisions.

Section 48: Entire Agreement

This Agreement, including all policies, documents, appendices, exhibits, hyperlinks, rules, terms incorporated by reference, and any additional written agreements executed by the parties in connection herewith, collectively constitute the complete, final, entire, and exclusive statement of the understanding, intention, and agreement between the parties with respect to the subject matter hereof, and supersede and extinguish any and all prior or contemporaneous oral, written, express, implied, digital, or recorded agreements, communications, conversations, promises, negotiations, inducements, representations, warranties, assurances, assumptions, term sheets, drafts, summaries, or understandings of any kind, whether communicated directly or indirectly, made by either party or their agents, concerning the subject matter contained herein. The Home Chef specifically acknowledges that they have not relied upon any representations, guarantees, forward-looking statements, projections, or other material information other than those expressly and definitively included in this Agreement. No course of dealing, usage of trade, industry standard, or historical practice shall be deemed to modify, supplement, or interpret the express terms of this Agreement. No verbal agreements, email confirmations, informal exchanges, or undocumented understandings between any employees, agents, or representatives of the parties shall constitute or be construed as binding contractual obligations unless memorialized in a formal amendment signed by authorized representatives of both parties.

Section 49: Waiver

No delay, omission, or failure on the part of EATRO to exercise any right, remedy, power, benefit, claim, or privilege arising under this Agreement, under applicable law, or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power, benefit, claim, or privilege preclude any other or further exercise thereof, or the exercise of any other right, remedy, power, benefit, claim, or privilege. No waiver of any term, provision, breach, or default hereunder shall be valid or binding unless set forth in a written instrument signed by an authorized representative of EATRO, and any such written waiver shall be strictly construed as applying solely to the specific term, provision, breach, or default expressly waived and not to any other or future term, provision, breach, or default, regardless of similarity. Any failure to enforce any provision of this Agreement at any time or against any party shall not be construed as a continuing waiver or as an estoppel against the enforcement of that provision or any other provision in the future. The rights and remedies provided by this Agreement are cumulative and not exclusive of any rights or remedies available at law, in equity, or otherwise, and no waiver by EATRO of any right, remedy, or privilege shall be deemed a waiver of any other or subsequent right, remedy, or privilege, even if arising from the same set of facts or circumstances.

Section 50: Force Majeure

EATRO shall not be held liable for, nor deemed to be in default or breach of this Agreement due to, any failure or delay in performing its obligations hereunder if and to the extent that such failure or delay is caused by, or results from, acts or events that are beyond the reasonable control of EATRO, whether or not foreseeable, including but not limited to acts of God; earthquakes; fires; floods; hurricanes; tornados; tsunamis; landslides; storms; lightning strikes; natural disasters; acts of war (declared or undeclared); acts of terrorism; invasions; blockades; military or paramilitary actions; civil unrest; riots; rebellion; revolutions; insurrections; sabotage; embargoes; pandemics; epidemics; quarantines; outbreaks of infectious disease; delays or failures in transportation; fuel shortages; cyberattacks; denial-of-service attacks; software failures; ransomware or malware incidents; governmental restrictions; governmental regulations; governmental orders or interventions (whether legislative, judicial, or executive); labor disputes; lockouts; strikes; power outages; supply chain disruptions; third-party delivery service failures; or any other cause or circumstance, whether similar or dissimilar to the foregoing, that materially impairs EATRO’s ability to fulfill its obligations under this Agreement. In such event, EATRO shall use commercially reasonable efforts to mitigate the impact of the force majeure event and resume performance as soon as reasonably practicable. The Home Chef agrees that no claim for damages, penalties, losses, reimbursements, or other remedies shall arise against EATRO as a result of such delays or non-performance. Any period of force majeure shall extend the time for EATRO’s performance of the affected obligations by a period equal to the duration of the force majeure event.

Section 51: Assignment

The Home Chef shall not, under any circumstance, whether voluntarily, involuntarily, by operation of law, or otherwise, assign, delegate, sub-license, pledge, hypothecate, transfer, or otherwise dispose of any of their rights, responsibilities, obligations, claims, interests, duties, privileges, or remedies under this Agreement to any individual, entity, successor, assignee, affiliate, or third party without the prior express written consent of EATRO, which consent may be withheld, delayed, conditioned, or denied at EATRO’s sole and unfettered discretion and without obligation to provide justification. Any such attempted assignment, delegation, or transfer in contravention of the foregoing shall be null, void, and of no force or effect ab initio. EATRO may freely assign, delegate, transfer, sub-license, or novate this Agreement, in whole or in part, to any of its affiliates, subsidiaries, parent corporations, successors, assigns, acquirers, or any entity acquiring substantially all of its assets, equity, or operations, without notice to or the consent of the Home Chef. The rights and obligations of the parties under this Agreement shall insure to the benefit of, and be binding upon, their respective permitted successors and assigns.

Section 52: Feedback

The Home Chef hereby acknowledges, agrees, and irrevocably covenants that any suggestions, comments, recommendations, proposals, ideas, improvements, feature requests, bug reports, interface mockups, or any other form of oral, written, digital, visual, or coded input or expression (collectively, “Feedback”) provided, submitted, transmitted, displayed, delivered, or otherwise communicated to EATRO by the Home Chef, either voluntarily or in response to a request, and whether or not designated as confidential, shall be deemed the sole and exclusive property of EATRO, and shall not confer upon the Home Chef any rights, licenses, proprietary interest, ownership, royalties, credits, acknowledgment, attribution, or claims of authorship. The Home Chef expressly and irrevocably assigns, transfers, conveys, and relinquishes to EATRO, in perpetuity, without condition, limitation, or reservation, all worldwide right, title, and interest in and to such Feedback, including but not limited to all associated intellectual property rights, moral rights, trade secrets, derivative works, and proprietary data. EATRO shall be entitled to use, reproduce, display, perform, distribute, publish, license, incorporate, adapt, modify, or exploit such Feedback, in whole or in part, in any manner and for any purpose, commercial or otherwise, without restriction and without any obligation of notice, attribution, approval, compensation, or consent to or from the Home Chef. The Home Chef hereby waives and releases any and all claims, whether past, present, or future, against EATRO in connection with or arising from the use, commercialization, or public dissemination of any Feedback submitted hereunder.

SECTION 53 — INTELLECTUAL PROPERTY, NON-COMPETE, AND NON-CIRCUMVENTION OBLIGATION

The Home Chef hereby expressly acknowledges and affirms that the entirety of the EATRO platform, including but not limited to its proprietary software architecture, mobile and web interfaces, user experience flows, order processing mechanics, food safety inspection frameworks, rating algorithms, customer engagement protocols, marketing and growth strategies, chef onboarding methodology, digital payment routing structures, backend support tools, trade dress, branding assets, customer databases, chef databases, logistics routing heuristics, promotional materials, support documentation, packaging standards, operational manuals, training systems, and all associated data, code, processes, configurations, inventions, designs, logos, marks, names, slogans, copyrightable material, trade secrets, confidential information, and all improvements, derivative works, enhancements, and modifications thereto, whether registered or unregistered, whether patentable or not, and whether reduced to practice or not, constitute the sole and exclusive property of EATRO Inc., and are protected under applicable federal, state, and international intellectual property laws, including but not limited to the Lanham Act, the Copyright Act, the Uniform Trade Secrets Act, and all common law principles relating to misappropriation, breach of confidentiality, and unfair competition. The Home Chef agrees that at no time shall they, individually or jointly with any third party, directly or indirectly, copy, replicate, reproduce, mimic, distribute, license, sublicense, reverse engineer, decompile, disassemble, translate, commercialize, reconfigure, rebrand, market, sell, promote, or otherwise exploit or make derivative use of any portion of the EATRO platform, EATRO Intellectual Property, or EATRO’s business model, whether for personal gain or for the benefit of any competing individual, enterprise, marketplace, food delivery application, cooperative, ghost kitchen aggregator, meal prep service, or otherwise similarly-situated entity, regardless of whether such entity is in active operation or developmental stages. Furthermore, the Home Chef covenants and agrees that they shall not, during the term of this Agreement and for a period of two (2) years following the date of termination or expiration of this Agreement for any reason, directly or indirectly initiate, support, finance, manage, advise, consult for, be employed by, contract with, or otherwise participate in the ownership, development, or operation of any business, technology platform, cooperative, website, mobile application, or food-related enterprise that is similar to, modeled after, or functionally competitive with the EATRO platform, whether such business is based on the Home Chef’s own initiative or inspired by EATRO’s internal operations, strategy, or proprietary methods disclosed to or learned by the Home Chef through their relationship with EATRO. The Home Chef further agrees not to solicit, induce, or attempt to solicit or induce any EATRO customers, users, drivers, vendors, partners, investors, employees, contractors, or other home chefs to engage in any activity that circumvents, undermines, disrupts, or bypasses the EATRO platform or diverts business away from EATRO’s operational ecosystem, nor shall the Home Chef participate in any off-platform arrangements intended to bypass EATRO’s commission structure, transaction processing, rating system, food safety protocols, or order management infrastructure. Any attempt to utilize knowledge, trade secrets, data, business plans, contact information, or operational insights acquired through the EATRO platform to build, assist, or empower a competitive or derivative enterprise, regardless of form or function, shall constitute a material breach of this Agreement. The Home Chef agrees that the damage caused to EATRO Inc. by such a breach would be irreparable, incalculable, and not adequately compensable by monetary damages alone, and as such, EATRO shall be entitled to seek equitable relief in the form of a temporary restraining order, preliminary injunction, permanent injunction, specific performance, and any other legal or equitable remedies available under law or in equity, without the requirement to post bond or demonstrate actual monetary loss, and that such remedies shall be cumulative and not exclusive of any other relief or damages to which EATRO may be entitled. The Home Chef acknowledges that this Section shall be binding upon them and their affiliates, successors, assigns, heirs, agents, employees, and representatives, and shall survive the termination, cancellation, or expiration of this Agreement indefinitely.