Terms & Conditions

Buyer Terms and Conditions

These Terms and Conditions constitute the wholesale Agreement between you, the Buyer, and The Yume APP Pty Ltd ACN 603 045 987 ("Yume", "us" or "we"). It sets out how you can purchase Wholesale Products for sale on the Yume Food Platform or the Website, as applicable. By completing a Buyer Registration Form, you are agreeing to be bound by this Agreement.

1. Definitions and Interpretation

In this Agreement:

"Additional Services Agreement" has the meaning set out in clause 10.2.

"Additional Terms" means any additional terms and conditions that the Supplier wishes to impose on you, as the Buyer, as expressly and unambiguously disclosed by the Supplier in any Advertisement on the Yume Food Platform.

“Advertisement” means the advertisement that the Supplier places on the Yume Food Platform.

"Agreed Purpose" has the meaning set out in clause 9.1.

"Agreement" means the wholesale agreement between Yume and you, the Buyer, to purchase Wholesale Products on the Yume Food Platform and the Website (as applicable), and consists of: (a) these Terms and Conditions;

(b) any Buyer Order submitted by you from time to time; and

"Alcohol" has the meaning given to the term "liquor" in the Liquor Control Reform Act 1998 (Vic) or such other similar legislation in other states and territories of Australia where a relevant Supplier is located.

"Alcohol Invoice" has the meaning given in clause 6.2.

"Associate" has the meaning given in the Corporations Act 2001 (Cth).

"Australian Consumer Law" means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

"Buyer Order" means an order from you, as a Buyer, to purchase Wholesale Product via the Yume Food Platform from a Supplier for the Promotional Price, and which must: (a) specify the Wholesale Product you wish to purchase;

(b) specify the quantity of Wholesale Product you wish to purchase;

(d) otherwise be in a form acceptable to Yume.

"Buyer Registration Form" means a form provided by Yume to a potential Buyer for completion by that potential Buyer requiring certain basic contact and other information.

"Confidential Information" has the meaning set out in clause 9.1.

"Delivery Location" means the address where the Wholesale Products are to be delivered, as stated in a Buyer Order.

"Offer" means an offer by you to the Supplier, via the Yume Food Platform, to purchase certain Wholesale Products at a price less than the Promotional Price, and which must: (a) specify the Wholesale Product you are offering to purchase;

(b) specify the quantity of Wholesale Product you are offering to purchase;

(d) specify the Delivery Location; and

(e) otherwise be in a form acceptable to Yume.

"POD Docket" means a proof of delivery docket provided by the Supplier to you, a copy of which is provided to Yume, in terms acceptable to Yume confirming that Wholesale Product has been delivered to you (including details of the time, date and location of such delivery).

"Privacy Laws" means the Privacy Act 1988 (Cth) and any rules, regulations or principles created, enacted or enforced pursuant to that act.

"Promotional Price" means an amount equal to the Supplier Sell Price plus the Yume Fees.

"Purchase Order" has the meaning set out in clause 4.4.

"Quote" means the quote sent by Yume to you on receipt of a Buyer Order that will be paid on terms in accordance with clause 6.3 and containing the details set out in clause 4.2.

"Regular Wholesale Price" means the lower of:

(a) the non-discounted wholesale price (inclusive of any GST) at which a Wholesale Product would normally be sold by the Supplier; and

(b) the price (inclusive of any GST) at which a Wholesale Product has most recently been offered for sale by the Supplier. "Supplier" means any person who supplies a Wholesale Product to a Buyer through the Yume Food Platform or Website.

"Supplier Data" means all identifiable information about Suppliers generated or collected by Yume through the Yume Food Platform, including, but not limited to, name, shipping addresses, email addresses, phone numbers, preferences and tendencies, and financial information..

"Supplier Sell Price" means the amount agreed between the Supplier and Yume from time to time as the sale price of a Wholesale Product on the Yume Food Platform, which must be less than the Regular Wholesale Price.

"Supplier Terms and Conditions" means the terms and conditions that constitute the Wholesale Agreement between Yume and a Supplier available on the Website and the Yume Food Platform.

"Used" means used and includes being cut, cooked, treated or otherwise utilized or incorporated into any other product, or consumed or otherwise altered.

"Website" means the Yume website or microsite located at http://yumefood.com.au.

"Wholesale Product" means the surplus food products that are approaching their 'use by' or 'best-before' date, or which are otherwise unable to be sold at full price through your regular channels, but which are still fit for human consumption and compliant with all Australian food safety standards, regulations and laws, and provided by the Supplier via the Yume Food Platform.

"Yume Additional Services" has the meaning set out in clause 10.1.

"Yume Confidential Information" means the terms of this Agreement and any confidential information or intellectual property of Yume that becomes known to you.

“Yume Fees” means the consideration receivable by Yume for marketing, promotion, and advertisement of, and use of the Yume Food Platform in connection with the sale of, Wholesale Products as agreed between the Supplier and Yume from time to time and which shall be included in the Promotional Price.

"Yume Food Platform" means the online platform found on the Website which facilitates buying and selling of Wholesale Products and such other means of facilitation as Yume may from time to time adopt.

“Yume Invoice” means that invoice for the Promotional Price issued by Yume to a Buyer on confirmation by Yume of an appropriate Purchase Order (other than for Alcohol).

2. Agreement

2.1 This Agreement commences on, and is enforceable from, that date on which you, the Buyer, submit a completed Buyer Registration Form to Yume.

2.2 You represent and warrant that:

(a) all information provided by you in your Buyer Registration Form and any Buyer Order or Offer is accurate and complete; and

(b) you will use the Yume Food Platform and the Website only for the exclusive purpose of purchasing Wholesale Product and that you will not use the Yume Food Platform or the Website for any improper purpose.

2.3 You must inform Yume immediately if there is a change to any of your details.

2.4 Subject to the provisions of this paragraph, Yume may amend the Agreement at any time in its sole discretion. The most recent version of this Agreement (as may be amended by Yume from time to time) will be available on the Website and Yume Food Platform. You agree to regularly check the Website and Yume Food Platform for updates and that either or both of these notification methods constitute adequate notice of any amendments to this Agreement.

2.5 You acknowledge and agree that Yume in its sole discretion may remove you from, or suspend your access to, the Yume Food Platform and/or Website if you fail to meet any of your payment obligations under this Agreement, or where you are otherwise in breach of this Agreement.

2.6 This Agreement will continue in effect until terminated by either party in accordance with clause 2.7 or 2.8.

2.7 Yume may terminate this Agreement with immediate effect, at any time for any reason, upon providing written notice to you.

2.8 You may terminate this Agreement by providing seven (7) business days written notice to Yume.

2.9 Termination of this Agreement under either clause 2.7 or 2.8 will not in any way affect any rights, liabilities or obligations which have accrued up to and including the date of termination including your obligation to honour any valid Purchase Order received prior to the date of termination in accordance with this Agreement.

3. Wholesale Products

3.1 The Supplier has warranted to Yume under the Supplier Terms and Conditions that:

(a) any Wholesale Product that it Advertises or sells on the Yume Food Platform is consistent in all material respects with the description and/or image advertised and represented on Yume Food Platform;

(b) the Wholesale Product is, including at the time of delivery to the Buyer, fit for human consumption and complies with all applicable Australian food service, manufacture and safety standards, the Food Standards Code (available at http://www.foodstandards.gov.au/code/Pages/default.aspx), regulations and laws; and

3.2 You agree and acknowledge that Yume does not warrant any of the matters contained in clause 3.1 or the quality of any product advertised on the Yume Food Platform by a Supplier.

3.3 Some Suppliers may offer for sale Wholesale Products containing Alcohol. Notwithstanding anything to the contrary in this Agreement, you acknowledge and agree that:

(a) Yume does not endorse, promote or warrant the quality of any Wholesale Product containing Alcohol;

(b) all Wholesale Products containing Alcohol are purchased from and provided by the Supplier directly, and that Yume is not in any way involved or otherwise a party to the sale or supply of Alcohol;

(c) the Supplier must refuse to provide you with Wholesale Product containing Alcohol if you are under 18 or cannot provide valid identification, or, if you require a licence or certifications, you cannot provide evidence of that licence or certification.

3.4 If you submit a Purchase Order containing Alcohol on the Yume Food Platform you:

(a) warrant that you are over the age of eighteen;

(b) warrant that if you are intending to resupply or on-sell that Alcohol, you hold all necessary licences, consents and approvals necessary for such resupply or sale; and

(c) agree to fully and unconditionally indemnify, and keep indemnified, Yume from any and all loss or liability incurred by Yume as a result of a breach by you of this clause 3.4.

3.5 You agree to release Yume from any obligation, liability, claim or loss that arises with respect to the supply of any Wholesale Product containing Alcohol by a Supplier through the Yume Food Platform.

4. Purchase of Wholesale Product on the Yume Food Platform

4.1 To purchase any Wholesale Product on the Yume Food Platform, you must:

(a) have returned a Buyer Registration Form, which has been accepted by Yume; and

(b) submit either:

(1) a Buyer Order to Yume in respect of the relevant Wholesale Product; or

(2) an Offer to Yume in respect of the relevant Wholesale Product.

4.2 If you submit a Buyer Order to be paid on terms in accordance with clause 6.3, then, subject to availability or manifest error in the Buyer Order, Yume will send you a Quote which sets out:

(a) the Wholesale Product purchased;

(b) the quantity of the Wholesale Product purchased;

(c) the price of the Wholesale Product, which must not be more than the advertised price of the Wholesale Product on the Yume Food Platform;

(d) the Yume Fees payable by you (as included within the Promotional Price); and

(e) the terms of payment which you will be subject to.

4.3 You must notify Yume that you accept the Quote in order to confirm the Buyer Order. Yume will only provide the Buyer Order to the Supplier once it has received your acceptance of the Quote.

4.4 Subject to your compliance with this Agreement, a Buyer Order or Offer shall be confirmed and binding on you:

(a) in the case of a Buyer Order: (1) to be paid upfront pursuant to clause 6.3(a), immediately on receipt by Yume of that Buyer Order; or (2) to be paid on terms pursuant to clause 6.3(b), immediately on and from confirmation of acceptance of a Quote by you; or

(b) in the case of an Offer, immediately on you receiving notification from Yume that the Supplier has accepted the terms of your Offer

(a binding Buyer Order or Offer being a "Purchase Order"). The price stated in a binding Purchase Order is final and binding, notwithstanding any later changes to the Promotional Price for the same or similar Wholesale Product on the Yume Food Platform.

5. Delivery

5.1 As soon as reasonably practicable and in any event within one (1) business day of:

(a) in the case of Purchase Orders to be paid upfront pursuant to clause 6.3(a), notification of payment by you of an Alcohol Invoice or Yume Invoice (as applicable); or

(b) in the case of Purchase Orders to be paid on terms pursuant to clause 6.3(b), confirmation of your acceptance of the Quote,

the Supplier must, unless agreed otherwise with Yume, deliver the Wholesale Product to you at the Delivery Location within the timeframe set out on the Yume Food Platform and the Advertisement. Yume shall have no obligation or liability in respect of any delivery of Wholesale Product to you in any circumstances.

5.2 On delivery the Supplier must provide an acceptable POD Docket to you, a copy of which will be provided to Yume as soon as reasonably practicable after delivery.

5.3 Risk and title in all Wholesale Product passes on delivery of that Wholesale Product by the Supplier to you and will be evidenced by the POD Docket.

6. Invoicing and Payment

Invoicing

6.1 You must pay the Promotional Price in all cases for any Wholesale Product for which you are bound by a valid Purchase Order pursuant to clause 4.4, in full as set out in the Yume Invoice or Alcohol Invoice (as applicable).

6.2 Unless the Supplier has previously notified Yume that the relevant Wholesale Product is no longer available or unless there is an error with the Buyer Order, on confirmation of a Purchase Order (whether to be paid upfront or on terms):

(a) in respect of any part of a Purchase Order that relates to a Wholesale Product containing Alcohol, the Supplier shall provide to you an invoice for the Promotional Price ("Alcohol Invoice"); or

(b) in respect of all other Wholesale Products, the Yume Invoice will be sent to you electronically, in each case, such invoice is to be provided to you as soon as reasonably practicable and in any event within twenty-four (24) hours of the Purchase Order being confirmed.

Payment

6.3 At Yume's sole discretion, you may pay the Promotional Price for Wholesale Product in accordance with clause 6.1 by either paying:

(a) in full up front directly to Yume or the Supplier (as applicable) by Credit Card or by such other means agreed in advance between Yume and the Buyer;

(b) on terms of payment agreed between you and Yume.

6.4 Where payment of a Yume Invoice or Alcohol Invoice (as applicable) is being made upfront, you must provide to Yume or the Supplier (as applicable) a copy of the remittance advice or receipt, within one (1) business day of receipt of the Yume Invoice or the Alcohol Invoice (as applicable).

6.5 To be entitled to pay the Promotional Price on terms of payment you must first authorise Yume to review your credit history, which may include a credit check.

6.6 You acknowledge and agree that where you enter into an agreement with Yume to pay the Promotional Price on terms in accordance with clause 6.3(b), you must pay that invoice in accordance with the binding Purchase Order. If you fail to meet any of your payment obligations under those terms, Yume may demand payment of the whole amount of any balance owed by you to Yume, and that this whole amount must be paid by you within two (2) business days from the date of the demand.

Additional Fees

6.7 Additional fees for shipping are at the sole discretion of the Supplier, and will be specified as part of the Additional Terms. On confirmation of a Purchase Order you will be deemed to have agreed to such Additional Terms. Any such additional fee as set out in the Additional Terms shall be paid by you:

(a) in respect of an Alcohol Invoice, to the Supplier, at the same time as payment of that Alcohol Invoice;

(b) in respect of a Yume Invoice, to Yume at the same time as payment of that Yume Invoice.

6.8 For the avoidance of doubt, you acknowledge and agree that it is your sole obligation to pay any such fee and that Yume shall have no obligation to pay, or liability in respect of, any such additional fees.

7. Defective Wholesale Products

7.1 You acknowledge and agree that you are responsible for inspecting and checking all Wholesale Products delivered to you by a Supplier.

7.2 If you consider that a Wholesale Product is defective you must notify Yume by email to eat@yumefood.com.au of any claim relating to a defective Wholesale Product as soon as possible and in any event within twenty-four (24) hours of receipt by you of the Wholesale Product. Such notification must include reasonable detail of the defect in the Wholesale Product together with photographic evidence of a reasonable quality which must show the defect in the Wholesale Product.

7.3 If you do not notify Yume of a defective Wholesale Product within twenty-four (24) hours in accordance with this clause 7.2, the Wholesale Product will be deemed to be free from any defect at delivery.

7.4 Yume will assess each notification received under clause 7.2 on a case by case basis and will notify you of the outcome within a reasonable period of time.

7.5 Without prejudice to your statutory rights, following receipt of a notice under clause 7.2, provided that the relevant Wholesale Products:

(a) have not been held by you for more than 7 days from the date of delivery specified on the POD Docket;

(b) have at all times been properly stored by you in a manner appropriate for the relevant Wholesale Product, are in the same condition as specified on the POD Docket and have not been removed from any packaging; and

Yume may in its absolute discretion determine that the relevant Wholesale Product is defective and should be returned to the Supplier. You and the Supplier shall be solely responsible for arranging for the return of the Defective Wholesale Product.

7.6 Without prejudice to your statutory rights, where Yume agrees that Wholesale Product can be returned to the Supplier pursuant to the terms of clause 7.5, or where a Supplier recalls Wholesale Products pursuant to the Supplier Terms and Conditions, you acknowledge and agree that:

(a) where the Wholesale Product contains Alcohol, a refund will be provided directly to you by the Supplier; or

(b) in respect of all other Wholesale Products, Yume will issue you a credit note or a refund once the Supplier has remitted any money paid in respect of that defective Wholesale Product to Yume.

Any credit note issued by Yume shall be for an amount equal to the Promotional Price paid by you for the defective Wholesale Product.

7.7 Notwithstanding clause 7.6 Yume shall have no liability to you for any failure of the Supplier to make such refund or to collect defective or recalled Wholesale Product from the Delivery Location or such other agreed point of delivery.

7.8 Without prejudice to your statutory rights:

(a) the facilitation of any returns and/or refunds by Yume shall be at Yume's sole discretion; and

(b) any change of mind or error when agreeing to purchase Wholesale Product on your part does not entitle you to return a Wholesale Product and/or to a refund for a Wholesale Product.

8. Voided transactions

8.1 If the Supplier fails to deliver the Wholesale Product to you pursuant to a valid and binding Purchase Order in accordance with this Agreement, Yume shall be entitled to determine, in its absolute discretion, that the transaction is void and Yume must notify you and the Supplier of any such determination.

8.2 If a transaction voided in accordance with clause 8.1 is in respect of a Wholesale Product that:

(a) does not contain Alcohol, Yume shall return to you the amount received from you in respect of payment for the Wholesale Product the subject of the voided transaction; or

(b) does contain alcohol, the Supplier shall return to you any money received from you in payment of the Wholesale Product the subject of the voided transaction.

9. Confidentiality

9.1 You acknowledge and agree that:

(a) all Supplier Data and Yume Confidential Information (collectively, "Confidential Information") must only be used for the exclusive purpose of purchasing Wholesale Product through the Yume Food Platform as authorised by this Agreement

(b) you will not misuse, resell, or otherwise disclose any Confidential Information to any third party, in whole or in part, for any purpose (other than to your employees, parent companies, shareholders, lawyers and accountants on a strict need-to-know basis provided , or as required by applicable public records or other law, or pursuant to this Agreement, provided you have taken the necessary precautions of the kind generally taken with confidential information to ensure the confidentiality of the information made available to such parties); and

(c) you will comply with Privacy Laws and that any Confidential Information must be dealt with in accordance with Privacy Laws.

9.2 You shall procure that any and all of your officers, employees and Associates comply with each of the obligations in this clause 9.

9.3 You shall immediately notify Yume if you become aware of or suspect any unauthorised access to, or use of, any Confidential Information, and shall cooperate with Yume in the investigation of such breach and the mitigation of any damage caused by the breach. You will bear all associated expenses incurred by Yume in complying with applicable laws (including, but not limited to, any data breach laws or Privacy Laws) or arising from any unauthorised access or acquisition of Confidential Information while such data is in your possession or control. Upon termination or expiration of this Agreement, you shall, as directed by Yume, destroy or return to Yume all the Confidential Information in your possession, or in the possession of any of your agents or Associates.

9.4 You acknowledge, confirm and agree that:

(a) all the prohibitions and restrictions contained in clause 9 above are reasonable in the circumstances and are necessary to protect the goodwill and business of Yume;

(b) damages are not an adequate remedy if you or your Associates breach this clause 8 above; and

(c) Yume may apply for injunctive relief and a degree for specific performance and any other relief allowed under applicable law (including monetary damages if appropriate) if: (1) you or your Associates breach of threaten to breach this clause 9; or (2) it believes your or any of your Associates are likely to breach this clause 9 of this Agreement.

10. Yume Additional Services

10.1 Yume may from time to time, whether by request or otherwise, provide additional services to you, other than, and in addition to, assisting with the sale and purchase of Wholesale Product and surplus food products via the Yume Food Platform ("Yume Additional Services"). Examples of such additional services may include, but are not limited to:

(a) facilitating introductions to Suppliers;

(b) consulting; and

10.2 You acknowledge and agree that if Yume provides the Yume Additional Services, then subject to paragraph 10.3, the terms of those Yume Additional Services (including, among other things, the nature of the services, payment terms and key deliverables) will be governed by a separate agreement to be entered into between you and Yume ("Additional Services Agreement").

10.3 Notwithstanding anything to the contrary in this Agreement, or any Additional Services Agreement that may be entered into between you and Yume from time to time, the Additional Services Agreement will operate separately from, but in addition to, the terms and conditions set out in this Agreement. Unless expressly contemplated by the Additional Services Agreement, the terms of the Additional Services Agreement shall not be deemed to amend or otherwise vary the terms and conditions of this Agreement.

11. Limitation of Liability

11.1 Yume is not liable to you for any loss, liability, cost or damages (whether financial or non-financial incurred as a result of the quality of a Wholesale Product supplied by the Supplier to you, any transaction voided in accordance with clause 8 of this Agreement or any delay or non-delivery of a Wholesale Product by the Supplier to you.

11.2 Yume does not warrant or guarantee that the services offered on or through the Website or Yume Food Platform will be uninterrupted or error-free, that the Advertisements are error-free, or that any Yume service will result in any revenue or profit for you.

11.3 You acknowledge and agree that Yume's sole and complete liability to you for any claim arising out of or in connection with this Agreement is limited to the Yume Fees paid by you in respect of any purchase of Wholesale Product less any refunds or other right of set-off exercised by Yume. This limitation of liability applies to the maximum extent permitted by any applicable law and notwithstanding the failure of any limited remedy. To the extent permitted by any applicable law, you agree to release Yume from all other claims you may have or that may arise against Yume and acknowledge and agree that Yume will have no liability with respect to these.

12. Other

12.1 The parties are independent contractors. Nothing in this Agreement is to be construed to create a joint venture, partnership, franchise, or an agency relationship between the parties. Neither party has the authority, without the other party's prior written approval, to bind or commit the other in any way.

12.2 This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.

12.3 You are not authorised to transfer or assign your rights or obligations under this Agreement, whether by operation of law or otherwise, without Yume's prior written consent. Yume is authorised to transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganisation or sale of all or substantially all of the assets or business, or by operation of law, without notice to you.

12.4 Any waiver of any rights or obligations under this Agreement must be in writing and signed by an authorised signatory of Yume.

12.5 The parties agree that it is not necessary for Yume to incur an expense or make a payment before enforcing any right of indemnity conferred by this Agreement or to mitigate its loss.

12.6 If any provision of this Agreement should be held to be invalid or unenforceable or partly unenforceable, the validity and enforceability of the remaining provisions of this Agreement is not affected and where possible all or the part of the provision found to be invalid or unenforceable will be severed to the extent necessary to make this Agreement enforceable, unless this would materially change the intended effect of this Agreement.

12.7 This Agreement, including its validity, interpretation and construction and all other related matters shall be governed and interpreted exclusively by the law of Victoria, Australia.

Supplier Terms and Conditions

These Terms and Conditions constitute the wholesale Agreement between you, the Supplier, and The Yume APP Pty Ltd ACN 603 045 987 ("Yume", "us" or "we"). It sets out how you can supply Wholesale Products for purchase on the Yume Food Platform or the Website, as applicable. By completing a Supplier Application Form, you are agreeing to be bound by this Agreement.

1. Definitions and Interpretation

In this Agreement:

"Additional Terms" means any additional terms and conditions that the Supplier wishes to impose on a Buyer, as expressly and unambiguously disclosed by the Supplier in any Specifications Sheet and in any Advertisement on the Yume Food Platform.

“Advertisement” means the advertisement that the Supplier places on the Yume Food Platform.

"Agreement" means the wholesale agreement between Yume and you, the Supplier, to supply Wholesale Products on the Yume Food Platform and the Website (as applicable), and consists of:

(a) these Terms and Conditions;

(b) your Supplier Application Form;

(c) any Specifications Sheet as may be provided by you under this Agreement from time to time; and (d) any Discount Policy or Removal Policy as may be issued by Yume to you from time to time.

"Alcohol" means has the meaning given to the term "liquor" in the Liquor Control Reform Act 1998 (Vic), or such other similar legislation in other states and territories of Australia where a relevant Supplier is located.

"Alcohol Invoice" has the meaning set out in clause 6.2.

"Associate" has the meaning given in the Corporations Act 2001 (Cth).

"Australian Consumer Law" means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

"Buyer" means a person who has registered as a user of the Yume Food Platform, who has chosen to purchase a Wholesale Product via the Website or Yume Food Platform.

"Buyer Data" means all identifiable information about Buyers generated or collected by Yume through the Yume Food Platform, including, but not limited to, Buyers' names, shipping addresses, email addresses, phone numbers, Buyer preferences and tendencies, and financial information.

"Buyer Order" means an order from a Buyer for Wholesale Product received by Yume via the Yume Food Platform or otherwise and in a form acceptable to Yume.

"Buyer Terms and Conditions" means the terms and conditions that constitute the wholesale agreement between Yume and a Buyer available on the Website and Yume Food Platform.

"Confidential Information" has the meaning set out in clause 9.1. "Delivery Address" means the address where the Wholesale Products are to be delivered, as stated in a Buyer Order or Offer.

"Discount Policy" has the meaning set out in clause 4.4.

"Offer" means an offer received by Yume from a Buyer from time to time via the Yume Food Platform, pursuant to which a Buyer offers to purchase certain Wholesale Products at a price less than the Promotional Price, and which must:

(a) specify the Wholesale Product the Buyer is offering to purchase;

(b) specify the quantity of Wholesale Product the Buyer is offering to purchase;

(c) specify the price at which the Buyer is offering to purchase the Wholesale Product; (d) specify the Delivery Location; and

(e) otherwise be in a form acceptable to Yume.

"POD Docket" means a proof of delivery docket provided by the Supplier to a Buyer, a copy of which is provided to Yume, in terms acceptable to Yume confirming that Wholesale Product has been delivered to the Buyer (including details of the time and date and location of such delivery).

"Privacy Laws" means the Privacy Act 1988 (Cth) and any rules, regulations or principles created, enacted or enforced pursuant to that act.

"Promotional Price" means an amount equal to the Supplier Sell Price plus the Yume Fees.

"Purchase Order" has the meaning set out in clause 4.10.

"Quote" means the quote sent by Yume to a Buyer on receipt of a Buyer Order that requests that it be paid on terms in accordance with clause 6.3.

"Regular Wholesale Price" means the lower of:

(a) the non-discounted wholesale price (inclusive of any GST) at which a Wholesale Product would normally be sold by the Supplier; and

(b) the price (inclusive of any GST) at which a Wholesale Product has most recently been offered for sale by the Supplier.

"Removal Policy" has the meaning set out in clause 4.4.

"Required Documents" means all applicable food safety certifications, alcohol certifications, Hazard Analysis and Critical Control Points (HACCP) Certification, food premises registration, recall policies, licences (including with respect to the provision of Alcohol), as well as all other necessary authorisations, certifications or documents in connection with the preparation, manufacture and supply of a Wholesale Product

“Service Fee” means the fee payable by the supplier to list on the Yume sell marketplace and access the Yume buyer network. The fee will be imposed on all non-subscription suppliers and will be calculated as a percentage of supplier sell price. The amount will appear as a credit on the purchase order Yume issues to you ahead of order fulfillment.

"Supplier Application Form" means the form provided by Yume to a potential Supplier for completion by that Supplier requiring certain basic contact and other information.

"Supplier Invoice" means an invoice issued by a Supplier to Yume for the Supplier Sell Price less any Service Fee in respect of Wholesale Product (other than Wholesale Product that contains Alcohol) on receiving notification from Yume that it has received a Purchase Order in respect of that Supplier's Wholesale Product.

"Specifications Sheet" means an information sheet made available by Yume and completed by a Supplier in respect of a Wholesale Product which will include amongst other things the Supplier Sell Price, the maximum amount of Wholesale Product to be made available on the Yume Food Platform, the timeframe for delivery and any Additional Terms.

"Website" means the Yume website or microsite located at http://yumefood.com.au.

"Yume Confidential Information" means the terms of this Agreement, the Yume IP and any confidential information of Yume that becomes known to you.

“Yume Fees” means the consideration receivable by Yume for marketing, promotion, and advertisement of, and use of the Yume Food Platform in connection with the sale of, Wholesale Products as agreed between you and Yume from time to time, which shall be included within the Promotional Price advertised on the Website.

“Yume Invoice” means that invoice for the Promotional Price issued by Yume to a Buyer on confirmation by Yume of an appropriate Purchase Order (other than for Alcohol).

2. Agreement, Term and Termination

2.1 This Agreement commences on, and is enforceable from, the date on which you, the Supplier, submit a completed Supplier Application Form to Yume.

2.2 Subject to the provisions of this paragraph, Yume may amend the Agreement at any time in its sole discretion and at any time. The most recent version of the Agreement (as may be amended by Yume from time to time) will be available on the Website and Yume Food Platform.

You agree to regularly check the Website and Yume Food Platform for updates and that either or both of these notification methods constitute adequate notice of any amendments to the Agreement.

2.3 This Agreement will continue in effect until terminated by either party in accordance with clause 2.4 or 2.5.

2.4 Yume may terminate this Agreement with immediate effect, at any time for any reason, upon providing written notice to the Supplier.

2.5 You may terminate this Agreement by providing seven (7) business days written notice to Yume.

2.6 Termination of this Agreement under clauses 2.4, 2.5, or 17.2 will not in any way affect any rights, liabilities or obligations which have accrued up to and including the date of termination including your obligation to honour any valid Purchase Order received prior to the date of termination in accordance with this Agreement.

3. Supplier Requirements and Obligations

3.1 You must hold an active Australian Business Number.

3.2 You authorise Yume to, and agree that Yume may at anytime (including before agreeing to list your Wholesale Product on the Yume Food Platform), review your credit history, which may include a credit check.

3.3 You represent and warrant to Yume that:

(a) all information provided by you in your Supplier Application Form is accurate and complete;

(b) for so long as any of your Wholesale Products are advertised on the Yume Food Platform and up to the time of delivery to the Buyer, you will hold all of the Required Documents, and that you are compliant with the Required Documents and all applicable food service, manufacture and safety standards, the Food Standards Code (available at http://www.foodstandards.gov.au/code/Pages/default.aspx), regulations and laws, and that none of your Wholesale Products are subject to, or likely to be subject to, any food recall requirement;

(c) any Wholesale Product Advertised or sold by you on the Yume Food Platform is consistent in all material respects with the description and/or image advertised and represented on Yume Food Platform;

(d) you will at all times comply with, and be responsible for, all state and territory food recalls in relation to any Wholesale Product (including Wholesale Product delivered to a Buyer) and that you will at all times follow the Food Industry Recall Protocol of the Food Standards Agency (available at http://www.foodstandards.gov.au/industry/foodrecalls/firp/Pages/default.aspx) and/or any such other regulations and laws as may be applicable at any time in relation to Wholesale Products listed by you on the Yume Food Platform;

(e) you will use the Yume Food Platform and the Website only for the exclusive purpose of advertising for sale and purchase of Wholesale Product and that you will not use the Yume Food Platform or the Website for any improper purpose;

(f) you will notify Yume of any amendment, material breach, or revocation of any of the Required Documents, or if you become aware of a breach of this clause 3.3; and

(g) you fully comply at all times with the Australian Consumer Law.

3.4 You must inform Yume immediately if there is a change to your details.

3.5 You must provide such information and assistance to Yume from time to time as Yume may reasonably require for the purpose of auditing or verifying compliance with any applicable legislation, regulation or codes of practice.

3.6 You acknowledge and agree that in relation to a Wholesale Product that includes Alcohol, it is your sole responsibility to, and warrant that you will:

(a) confirm that a potential or actual Buyer of a Wholesale Product has any and all required licences or certifications in respect of the purchase of that Wholesale Product; and

(b) confirm that the relevant Buyer is over the age of 18 (or any such other minimum age for the purchase and consumption of alcohol in the Buyer's domiciled state or territory).

3.7 You acknowledge and agree that where you Advertise or sell Wholesale Products containing Alcohol to a Buyer, you do so directly and that Yume does not sell or provide Alcohol on your behalf at any time.

4. Sale of Wholesale Product on the Yume Food Platform

Conditions of Sale

4.1 To sell any Wholesale Product on the Yume Food Platform, you must:

(a) have returned a Supplier Application Form, which has been accepted by Yume;

(b) have complied, and continue to comply, with clause 3 of this Agreement, including the obligation to provide Yume with a copy of the Required Documents;

(c) complete a Specifications Sheet in respect of each Wholesale Product that you propose to sell on the Yume Food Platform; and

(d) exclusively maintain the relevant Wholesale Products on the Yume Food Platform for a minimum period of forty-eight (48) hours from the time the relevant Wholesale Product is first listed (unless otherwise sold through the Yume Food Platform prior to the expiration of that forty-eight (48) hour period).

(e) from July 2022 have signed either a subscription or service agreement which imposes a Supplier fee structure for access to the Yume marketplace.

4.2 In the event that a Wholesale Product listed on the Yume Food Platform is no longer available for sale (other than that Wholesale Product selling out on the Yume Food Platform), you must notify Yume as soon as possible and, in any event, within twenty-four (24) hours of the proposed de-listing of that Wholesale Product from the Yume Food Platform.

4.3 Subject to the terms and conditions of this Agreement (including your compliance with this clause 4), you hereby authorise Yume to, and otherwise consent to Yume:

(a) promoting and allocating any Wholesale Product on your behalf through the Yume Food Platform; and (b) using any and all Supplier IP on, and in relation to, the Yume Food Platform.

Discount and Removal

4.4 Without prejudice to Yume's rights under clause 4.5, Yume shall from time to time notify you of its policies (if any) relating to:-

(a) further discounting of Wholesale Products ("Discount Policy"), the application of which shall be voluntary and at your discretion; and

(b) the removal of Wholesale Product from the Yume Food Platform ("Removal Policy"), the application which shall be mandatory (and which shall form part of this Agreement).

4.5 Notwithstanding any Removal Policy, Yume reserves the right at any time to reject, revise, or discontinue any Wholesale Product, at any time and for any reason, and to terminate any Advertisement of a Wholesale Product and to remove all references to that Wholesale Product from the Website or Yume Food Platform and redirect or delete any URL used in connection with any Wholesale Product whether in accordance with the Removal Policy or otherwise.

Buyer Orders and Offers

4.6 A purchase of Wholesale Product(s) via the Yume Food Platform will be conducted through Buyers submitting a Buyer Order or an Offer to Yume in respect of the relevant Wholesale Product.

4.7 You acknowledge and agree that at Yume's sole discretion, a Buyer may be entitled to pay the Promotional Price on terms of payment agreed between the Buyer and Yume. If a Buyer is to pay the Promotional Price for Wholesale Product on terms, then on receipt of a Buyer Order Yume will send the Buyer a Quote. You will not be required to comply with, and Yume will not notify you of, any Buyer Order for which Yume has provided a Quote until Yume receives notice of acceptance of that Quote from the Buyer.

4.8 Yume shall notify you as soon as reasonably practicable after and, in any event, within twenty-four (24) hours of receipt of a Buyer Order or an Offer in respect of your Wholesale Product. Such notification shall:

(a) include a copy of the Buyer Order or Offer;

(b) identify the Wholesale Product that is the subject of the Buyer Order or Offer;

(d) identify the Delivery Location.

4.9 You agree to use all reasonable endeavours to notify Yume whether you accept an Offer within twenty-four (24) hours of receipt of a copy of that Offer from Yume.

4.10 In the absence of a manifest error with the Buyer Order or Offer, and unless you have previously notified Yume that the relevant Wholesale Product is no longer available in accordance with clause 4.2, you will be bound to provide Wholesale Product in respect of:

(a) a Buyer Order: (1) immediately on receipt of a Buyer Order by Yume where that Buyer Order is to be paid upfront pursuant to clause 6.3(a);

or (2) on confirmation of acceptance of a Quote by a Buyer, where that Buyer Order is to be paid on terms pursuant to clause 6.3(b); or

(b) an Offer, immediately on Yume receiving notification that you accept the Offer pursuant to clause 4.9 (for the avoidance of doubt, if you notify Yume that you reject the Offer, you will not be bound by that Offer), (a binding Buyer Order or Offer being a "Purchase Order").

4.11 Upon a Purchase Order becoming binding on you in accordance with clause 4.10, you:

(a) accept the allocation of any Wholesale Product to Buyers pursuant to that Purchase Order and must fulfil the Purchase Order in accordance with its terms. For the avoidance of doubt this includes completing delivery within the agreed timeframes and with goods that match the description;

(b) agree and warrant to Yume that you are solely responsible for the fulfilment and delivery of all valid Purchase Orders, including all services relating to the provision or finalisation of such Purchase Orders, and that the Buyer will receive the Wholesale Product described in the Advertisement and otherwise as set out in the Purchase Order

(d) You agree to indemnify Yume for any loss, liability or costs incurred by Yume and/or a buyers as a result of or in connection with your breach of this clause. For the avoidance of doubt, this includes, your failure to honour any Buyer Order submitted to Yume.

(e) Yume reserves the right to issue you an invoice for an amount equal to the Yume Fees plus out of pocket expenses (such as freight) for failure to fulfil Purchase Order.

5. Delivery

5.1 You must deliver the Wholesale Product to the Buyer at the Delivery Location in the timeframe set out in the Purchase Order

5.2 You must provide a POD Docket to: (a) the Buyer on delivery; and

(b) Yume as soon as reasonably practicable and in any event within one (1) business day of delivery.

5.3 Risk and title in all Wholesale Product passes on delivery by you to the Buyer of that Wholesale Product, as will be evidenced by the POD Docket.

6. Invoicing and Payment

6.1 For the avoidance of doubt, any discount to the Promotional Price set out in a Purchase Order or pursuant to the Discount Policy shall not be deemed to reduce, or otherwise affect, the Yume Fees applicable in respect of the sale of the relevant Wholesale Product, unless Yume expressly agrees otherwise in writing.

Invoicing

6.2 On receipt of a Purchase Order (whether it is to be paid upfront or on terms):

(a) in respect of any part of a Purchase Order that relates to a Wholesale Product containing Alcohol, you must provide an Invoice to the Buyer for the Promotional Price ("Alcohol Invoice"); or

(b) in respect of all other Wholesale Products, you will provide a Supplier Invoice to Yume and you acknowledge and agree that the Yume Invoice will be sent to the Buyer electronically; in each case, such invoice is to be provided to the Buyer or to Yume (as applicable) as soon as reasonably practicable and in any event within twenty-four (24) hours of confirmation of a delivery.

Payment

6.3 You acknowledge and agree that the Promotional Price for Wholesale Product will be paid by the Buyer (in Yume's sole discretion).

6.4 With respect to Wholesale Products in respect of which a Yume Invoice has been issued, regardless of the manner of payment, Yume will transfer to you an amount equal to the Supplier Sell Price in accordance with the terms agreed between you and Yume.

6.5 With respect to Wholesale Products in respect of which you have issued an Alcohol Invoice: (a) where the Buyer has agreed to pay the Promotional Price in full up front in accordance with clause

6.3(a), you must remit an amount equal to the Yume Fees payable on that Wholesale Product to Yume in cleared funds and without set off or deduction within one (1) business day of receiving payment from the Buyer; or

(b) where the Buyer has agreed to pay the Promotional Price on terms in accordance with clause 6.3(b), you must remit an amount equal to the Yume Fees payable on that Wholesale Product to Yume in cleared funds and without set off or deduction as soon as reasonably practicable and, in any event, within one (1) business day of you receiving sufficient funds from the Buyer to discharge the applicable Yume Fees.

6.6 Notification of payment of invoices must occur within one (1) business day of confirmation of receipt of any payment from a Buyer (whether payment in full and upfront, or on terms) and will be provided as follows:

(a) in the case of payment of an Alcohol Invoice, you must notify Yume; or

(b) in respect of the payment of a Yume Invoice, Yume will notify you.

Additional Fees

6.7 Additional fees for shipping are at your sole discretion, and must be specified as part of the Additional Terms on the Yume Food Platform. Any such additional fee set out in the Additional Terms shall be paid by the Buyer:

(a) in respect of an Alcohol Invoice, to you at the same time as payment of that Alcohol Invoice; or

(b) in respect of a Yume Invoice, to Yume, and forwarded to you at the same time as payment of the Supplier Invoice. For the avoidance of doubt, you acknowledge and agree that Yume shall have no obligation to pay, or liability in respect of, any additional fees.

General

6.8 Notwithstanding any other provision of this Agreement, Yume shall be entitled to set off against or deduct from payments due to be made to you in accordance with the terms of clauses 6.3 and 6.5 (as applicable) any sums owed to Yume by you. For the avoidance of doubt, you shall have no right of set off against any payment due to be made by you to Yume under this Agreement.

6.9 It is your responsibility to determine what, if any, taxes apply to the payments that you give to, or receive from, a Buyer or Yume, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. Yume is not responsible for determining whether taxes apply to your transactions with a Buyer, or for collecting, reporting or remitting any taxes arising from any transaction with or by you and a Buyer. You may be asked to provide Yume with a valid tax identification number for tax reporting purposes. Notwithstanding anything else in this Agreement, you warrant to Yume that you are, and will remain, registered for tax collection purposes in all states and localities in which you are required to be so registered in connection with the Wholesale Product, and shall be responsible for paying any and all taxes related to the sale of the Wholesale Product.

6.10 You must not vary, modify or otherwise change the terms of any Buyer Order or Alcohol Invoice (including with respect to quantities and pricing) without the prior written consent of Yume.

7. Defective Wholesale Products

7.1 If you become aware of any potential defect or recall, you must immediately notify Yume in writing. Such notification must include:

(a) details of the Wholesale Product concerned;

(b) details of the potential defect or issue giving rise to the recall;

(d) any and all additional information Yume may require with respect to that defect or recall.

7.2 Notwithstanding clause 7.1 above, you acknowledge that under the Buyer Terms and Conditions:

(a) the Buyer has a right to notify Yume of a defective Wholesale Product within twenty-four

(24) hours of receipt by the Buyer of the Wholesale Product;

(b) Yume will determine whether any Wholesale Product is defective;

7.3 You acknowledge and agree that in all cases where a Wholesale Product is defective (whether pursuant to clause 7.1 or 7.2):

(a) you will be solely responsible for collecting the defective or recalled Wholesale Product from the Buyer or such other agreed point of delivery; and

(b) the Buyer has a right of return and refund of the amount paid by the Buyer for the defective or recalled Wholesale Product and:

(1) with respect to defective Wholesale Product containing Alcohol, you shall issue a refund to the Buyer in respect of all amounts paid for that defective Wholesale Product; or

(2) with respect to all other defective Wholesale Product, Yume will issue a credit note or refund to the Buyer in respect of all amounts paid for that defective Wholesale Product. and, in any event, you shall refund to Yume any money paid by Yume to you in respect of the defective or recalled Wholesale Product, as well as an amount equal to the Yume Fees that Yume would have received in respect of the Purchase Order had the Wholesale Product not been defective, as soon as reasonably practicable and, in any event, within one (1) business day of being notified that the relevant Wholesale Product is defective.

7.4 You are solely responsible for any defective or recalled Wholesale Product. You agree to indemnify Yume against any claim, liability or loss arising from or in connection with any defective Wholesale Product, including reasonable costs incurred by both Yume and the Buyer as a result of your supply of defective Wholesale Products. For the avoidance of doubt this includes Yume's loss of the Yume Fees it would have otherwise received if the Wholesale Product was not defective and any freight charges incurred by the Buyer.

8. Advertising

8.1 Upon registration as an approved Supplier, you may upload the following advertising material to the Yume Food Platform to build your account profile:

(a) company details;

(b) company logo;

(d) descriptions of the Wholesale Product.

8.2 You must not upload any photographs, images, text or any other material that may be considered to be of inadequate quality, unprofessional, unlawful, obscene, offensive or otherwise inappropriate.

8.3 Yume may in its absolute discretion remove any material which it considers inappropriate or of an unacceptable quality that has been uploaded by you and may issue you a warning or revoke your right to use Yume Food Platform and/or Website and the services provided by Yume therein.

9. Confidentiality

9.1 You acknowledge and agree that:

(a) all Buyer Data and Yume Confidential Information (collectively, "Confidential Information") must only be used for the exclusive purpose of selling Wholesale Product through the Yume Food Platform (including for the avoidance of doubt to fulfil Purchase Orders as authorised by this Agreement);

(c) in the event that you engage any third party to facilitate your obligations under this Agreement, that you shall ensure that such third party implements and complies with reasonable security measures in handling any Confidential Information; and

(d) you will comply with Privacy Laws and that any Confidential Information must be dealt with in accordance with Privacy Laws.

9.2 You shall procure that any and all of your officers, employees and Associates comply with each of the obligations contained in this clause 9.

9.3 You shall immediately notify Yume if you become aware of or suspect any unauthorised access to, or use of, any Confidential Information, and shall cooperate with Yume in the investigation of such breach and the mitigation of any damages caused by the breach. You will bear all associated expenses incurred by Yume in complying with applicable laws (including, but not limited to, any data breach laws) or arising from any unauthorised access or acquisition of Confidential Information while such data is in your possession or control. Upon termination or expiration of this Agreement, you shall, as directed by Yume, destroy or return to Yume all the Confidential Information in your possession, or in the possession of any of your agents or Associates.

9.4 You acknowledge, confirm and agree that:

(a) all the prohibitions and restrictions contained in this clause 9 are reasonable in the circumstances and are necessary to protect the goodwill and business of Yume;

(b) damages are not an adequate remedy if you or your Associates breach this clause 9; and

(c) Yume may apply for injunctive relief and a decree of specific performance and any other relief allowed under applicable law (including monetary damages if appropriate) if:

(1) you or your Associates breach or threaten to breach this clause 9 or

(2) it believes that you or your Associate has or is likely to breach this clause 9.

10. Yume Additional Services

(a) facilitating introductions to Buyers;

(b) sale of non-surplus stock; and

10.2 You acknowledge and agree that if Yume provides Yume Additional Services, then subject to clause 10.3 the terms of those Yume Additional Services (including, among other things, the nature of the services, payment terms and key deliverables) will be governed by a separate agreement to be entered into between you and Yume ("Additional Services Agreement").

11. Marketing

Yume and its business partners may communicate with you with regard to products, promotions, and other services that may be of interest to you. This may include email or other communications. Yume may also solicit your opinion for market research purposes. You agree that Yume and its business partners may contact or communicate with you, in relation to the above items.

12. Intellectual Property Rights

12.1 You agree to grant to Yume a non-exclusive, worldwide, royalty free, perpetual, transferable and sub-licensable licence and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform:

(a) any audiovisual content, video recordings, audio recordings, photographs, product images, graphics, artwork, text and any other content provided by you; and

(b) your name, logos, trademarks, service marks, domain names, including for the avoidance of doubt, any information uploaded on to the Yume Food Platform pursuant to clause 8.1 (collectively, the "Supplier IP"), in connection with this Agreement, the Website, the Yume Food Platform in all media or formats now known or hereinafter developed ("Licence").

12.2 You represent and warrant to Yume that you have all rights, consents or approvals to use the Supplier IP and are not breaching the intellectual property rights of any third party in using or providing the Supplier IP or the licence to Yume for use in relation to the Yume services provided by Yume pursuant to this Agreement, Website or Yume Food Platform, and that you have the right to grant the Licence stated in clause 12.1 above.

12.3 You acknowledge and agree that Yume owns all interest in and to the Website, any intellectual property subsisting in the Yume Food Platform, Buyer Data, Yume trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the Website, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by Yume or at Yume's direction, or assigned to Yume, and any materials, software, technology or tools used or provided by Yume to conduct its business and provide the services in connection therewith (collectively "Yume IP"). You must not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place, shift, transfer, copy, reproduce, download, time shift, display, perform, modify or timeshare the Yume IP or any portion thereof, or use such Yume IP as a component of or a base for products or services prepared for commercial use, sale, sublicense, lease, access or distribution.

12.4 You shall not:

(a) include any trade name, trademark, service mark, domain name, social media identifier, of Yume or its affiliates, or any variant or misspelling thereof, in any trademark, domain name, email address, social network identifier, metadata or search engine keyword;

(b) use or display any Yume IP in a manner that could reasonably imply an endorsement, relationship, affiliation with, or sponsorship between you or a third party and Yume; or

(c) prepare any derivative work based on the Yume IP or translate, reverse engineer, decompile or disassemble the Yume IP.

13. Representations and Warranties

13.1 Without limiting any other clause of this Agreement, you represent and warrant that: (a) you have the right, power and authority to enter into this Agreement;

(b) you currently, and will continue to, comply with any and all applicable legislation relating to working with children and, in particular but without prejudice, deliveries to institutions or other locations where children or vulnerable persons are present.

(c) the terms and conditions of the Advertisement, including any discounts offered thereunder do not and will not violate any, local, state or federal law, statute, rule, regulation, or order, including but not limited to, any law or regulation governing the use, service, storage, sale, and distribution of food;

(d) the Supplier IP and the Licence do not include any material that is unlawful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, or that encourages conduct that constitutes a criminal offence, gives rise to civil liability or otherwise violates any law;

(e) any advertising or promotion of your goods and services relating thereto will not constitute false, misleading, deceptive or unfair advertising or disparagement under any applicable law; and

(f) you are not subject to any inquiries, warnings, infringement notices, closure of food premises, or any other food safety related offences or penalties and that you will inform Yume within five (5) business days of becoming aware of any circumstance which could lead you to be subject to any of the above mentioned inquiries or penalties.

14. Indemnification

14.1 To the extent allowed under applicable law and without limiting the provisions of this Agreement, you agree to defend, indemnify and hold Yume and any of its respective officers, directors, agents and employees, harmless from and against any and all liabilities (whether actual, contingent or prospective), claims, lawsuits, investigations, penalties, costs, outgoings, damages, losses or expenses (including but not limited to reasonable legal fees and costs and any lost Yume Fees) of whatever description arising out of or in connection with any breach or alleged breach by you of this Agreement or the representations and warranties made in this Agreement, including but not limited to any of the following:

(a) any penalties or claims arising out of your violation of law or regulation governing the manufacture, service, storage, handling, use, sale, and distribution of your Wholesale Products;

(b) any claim by a Buyer or anyone else arising out of in connection with the Wholesale Product provided by you, including but not limited to, any claims for false, misleading or deceptive advertising, product defects, personal injury, death, or property damages;

(c) any claim arising out of your unauthorised use of Yume IP, Yume Confidential Information, Buyer Data, Supplier IP, licences or any other claim made by a third party that arises from or in connection with your misuse of intellectual property on or in relation to your use of the Yume Food Platform or Website.

14.2 The parties agree that it is not necessary for Yume to incur an expense or make a payment before enforcing any right of indemnity conferred by this Agreement or to mitigate its loss.

15. Limitation of Liability

15.1 Yume is not liable to you for any lost profits, lost business, special, incidental, exemplary, consequential, punitive, or indirect damages regardless of the form of action, whether in contract, tort or otherwise, even if informed of the possibility of any such damages in advance.

15.2 Yume does not warrant or guarantee that the services offered on or through the Website or Yume Food Platform will be uninterrupted or error-free, that the Advertisements are error-free, or that any Yume service will result in any revenue or profit for you.

15.3 You acknowledge and agree that Yume's sole and complete liability to you for any claims arising out of or in connection with this Agreement is limited to the Yume Fees received and retained by Yume in respect of any sale of Wholesale Product less any refunds or other right of set-off exercised by Yume. This limitation of liability applies to the maximum extent permitted by any applicable law and notwithstanding the failure of any limited remedy. To the extent permitted by any applicable law, you release Yume from all other claims you may have or that may arise against Yume and you acknowledge and agree that Yume will have no liability with respect to these.

16. Donated Wholesale Product

16.1 Where you choose to donate Wholesale Product to charities (“recipients”) and/or Yume requests the donation of Wholesale Product in accordance with the Discount Policy you:

(a) agree to donate the Wholesale Product in good faith with the intention that the recipient does not have to pay for the Wholesale Product;

(b) warrant that the donated Wholesale Product will be safe for the recipient at the time it left your possession or control;

(d) agree to inform the recipient of any and all applicable best before or expiration date.

17. Insurance

17.1 You agree to hold and maintain at any time you are advertising, selling, delivering or otherwise undertaking any and all actions in relation to Wholesale Product listed on, or transactions conducted through, the Yume Food Platform:

(a) a comprehensive public liability policy that covers: (1) death of, or bodily injury (including disease or illness) to, any person; and (2) loss of, or damage to, property, arising out of or in connection with this Agreement, for an amount up to at least $10 million per event or such other figure as Yume may reasonably require; and

(b) a comprehensive product liability policy.

17.2 Yume may terminate this Agreement immediately if you fail to comply with any of its obligations in this clause 16.

18. Other

18.1 The parties are independent contractors. Nothing in this Agreement is to be construed to create a joint venture, partnership, franchise, or an agency relationship between the parties. Neither party has the authority, without the other party's prior written approval, to bind or commit the other in any way.

18.2 This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.

18.3 You expressly agree that continuing to market and offer for sale any Wholesale Products through Yume after notification of any amendments or modifications to this Agreement shall constitute your acceptance of such amendments or modifications and agreement to be bound by same.

18.4 You are not authorised to transfer or assign its rights or obligations under this Agreement, whether by operation of law or otherwise, without Yume's prior written consent. Yume is authorised to transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganisation or sale of all or substantially all of the assets or business, or by operation of law, without notice to the Supplier.

18.5 Any waiver of any rights or obligations under this Agreement must be in writing and signed by an authorised signatory of Yume.

18.6 If any provision of this Agreement should be held to be invalid or unenforceable or partly unenforceable, the validity and enforceability of the remaining provisions of this Agreement is not affected and where possible all or the part of the provision found to be invalid or unenforceable will be severed to the extent necessary to make this Agreement enforceable, unless this would materially change the intended effect of this Agreement.

18.7 This Agreement, including its validity, interpretation and construction and all other related matters shall be governed and interpreted exclusively by the law of Victoria, Australia.