15. PRIVACY AND BUSINESS DATA

Operator will only use your personal information as set out in our Privacy Policy. You confirm that you understand and have agreed to the use of your personal information in accordance with our Privacy Policy.

You may also provide us with, or we may acquire through the Platform, data about your company’s product inventory and/or transaction information and product information (“Business Data”). You expressly grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material, whether or not in aggregate form, for the purpose of supporting Operator’s business (including without limitation, for purposes of providing, improving, testing, operating, promoting and marketing the Platform or any other product or service). You represent and warrant that you own or control all rights in and to the Business Data you provide and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns. You acknowledge and agree that Operator may internally use Business Data and freely use and make available Business Data for Operator’s business purposes. The terms of this section shall survive any termination of any order or these Terms and Conditions.

16. INTELLECTUAL PROPERTY

All intellectual property rights (including trademark, copyright, patent, and other proprietary rights) in the Platform, including, but not limited to, trademarks, trade names, text, graphic material, button icons, source codes, and data compilations, are owned by or licensed to Operator or its affiliates. These intellectual property rights are protected by intellectual property laws and international treaties, including on patents and copyright. You also acknowledge and accept that all rights, titles and interests associated with the Platform, including associated intellectual property rights and all improvements, modifications, revisions, derivative works, non-recurring engineering, the product of customization and integration tasks, customer opinions and suggestions and white label applications are and will remain the sole and exclusive property of Operator or its affiliates.

The Agreement and the rights granted herein do not transfer ownership in of any rights over the Platform. Certain graphic materials, logos, page headers, advertising phrases and written text included in the Platform are trademarks, creations or commercial images owned by Operator or its affiliates, or by the respective manufacturers. Such trademarks, creations and commercial images are used by us under license and shall not be used by Supplier in relation to any product that may cause confusion among customers and in any way that discredits, is disparaging, derogatory or critical of, or otherwise may adversely affect the reputation of Operator or any of its affiliated and / or related companies.

No product or image in the Platform shall be reproduced, duplicated, copied, sold, resold, visited, communicated to the public, made available to the public, modified, transformed or exploited for any purpose, in whole or in part, without the prior written consent of Operator, without prejudice to the exceptions expressly stated in the law.

17. USE OF THE PLATFORM

Your right to access and use the Platform is subject at all times to you complying with the Agreement.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, communicate to the public, make available to the public or otherwise commercially exploit or make available to any third party the Platform in any way; (ii) modify, transform or make derivative works based upon the Platform; (iii) reverse engineer or access the Platform unless as permitted under mandatory law, including in order to (a) design or build a competitive product or service, (b) design or build a product using similar ideas, features, functions or graphics of the Platform, or (c) copy any ideas, features, functions or graphics of the Platform; or (v) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Platform.

You will also not: (a) create a browser, framework, context or Graphical User Interface ("GUI") on the Platform; (b) interfere or attempt to interfere and interrupt or attempt to interrupt the operation of the Platform; (c) interfere or attempt to interfere, violate the rights to privacy of third parties or other rights, collect or compile data and information about Customers without their express consent, either manually or using a robot, spider, search or recovery program, or any other automatic device or automatic process to access the Platform, websites, servers or databases and / or retrieve index of information and / or extract data; (d) impersonate or attempt to impersonate another person or entity or provide false or misleading personal information; (e) transmit or otherwise, make available through the Platform or in connection with it any virus, "worm", "Trojan", "time bomb", "web bug", spyware, or any computer code, file, application or program that is malicious in nature or defective, and may, or attempts to damage or hack the operation of any telecommunications hardware, software or equipment, or any other code or component that is actually or potentially harmful, detrimental or invasive; (f) use the Platform for illegal, illicit or unauthorized purposes; (g) access or use the Platform to create a product or service that competes with the Platform; and (h) Supplier cannot create or maintain any link to a third-party website on the Platform without the prior written consent of Operator.

Failing to comply with these restrictions will constitute a serious breach of the Agreement, which may result, among other things, in the termination of your right to use the Platform.

18. RESPONSIBILITIES AND INDEMNITY

Operator, The Coca-Cola Company (“Company”), Company’s authorized bottlers, and each of their respective affiliates, directors, managers, employees and subcontractors (collectively, the "Operator Group") do not assume or accept any responsibility or liability for: (a) any damage or loss derived from the misuse of the Platform or the lack of availability, absence or temporary or definitive closing of it; (b) the quality of the products available in the Platform; (c) compliance by each Supplier relating to the quality, quantity and delivery time of the orders made by Customers; (d) any differences in price that may occur between what is published on the Platform and what is actually billed to each Customer by Suppliers; (e) the processing and services relating to the means of payment (if any) available on the Platform or any lack of availability of such processing or services; (f) any damage, loss or harm to Supplier caused by failures in the system, on the server or on the internet; (g) non-compliance by Customers or Suppliers with their contractual, legal, employment, pension, tax or social security obligations, including any failure to properly collect or pay any applicable Taxes; (h) unlawful acts or events attributable to, or suffered by, a Customer, a Supplier and / or a third party using Supplier’s account; (i) transactions made through the Platform; (j) the information published by Customers and/or Suppliers on the Platform; (k) violation by Supplier of the rights of any third party; and (l) force majeure or any events beyond its control.

Supplier will indemnify the Operator Group for any costs, damages or losses suffered (including, without limitation, legal fees and reasonable expenses incurred) as a result of any third party (including parties associated with them, users of the Platform, employees, agents or contractors of Supplier) making a claim or allegation against any member of the Operator Group (i) that arises as a result of the acts or omissions of Supplier or due to any breach of the Agreement or (ii) which would result in liability or responsibility that the Operator Group does not accept as set out in the previous paragraph.

19. LIMITATION OF LIABILITY

To the fullest extent permissible under applicable law, the Operator Group is not liable to Supplier, whether in contract, extra-contractually, or otherwise, for any damages, losses, costs, expenses or consequences for: (i) any profit, business, revenue or anticipated savings’ loss;(ii) the use of, or the inability to use, the Platform or the services provided by Operator, including, without limitation, any information or data made available through the Platform; or (iii) for any loss or corruption of data, or for reputational or image losses.

To the fullest extent permissible under applicable law, the maximum liability of the Operator Group for all claims (whether in contract or extra-contractually) of every kind arising out of the Agreement will not exceed the greater of (i) the fees paid by Supplier in the 12 months prior to the claim arising; and (ii) one hundred dollars ($100).

20. USER PROVIDED CONTENT

The Platform may allow you to post or submit certain content and other materials through the Platform which could include, but is not limited to, details about your business or pictures and description of the products being offered for sale or feedback about your experiences on the Platform (collectively, "User-Provided Content").

You grant Operator, and Operator Group, a royalty-free, perpetual, non-exclusive, unrestricted, worldwide license to use, reproduce, copy, modify, transmit, sell, exploit, transform, create derivative works from, distribute, communicate to the public, make available to the public, and/or publicly perform or display such User-Provided Content, in whole or in part, in any manner or medium (whether now known or hereafter developed), for any purpose relating to the Platform, including, without limitation, promoting and marketing the Platform. We are not required to identify you as the author of any User-Provided Content submitted by you. You will not receive any compensation of any kind for the use of any User-Provided Content submitted by you. You also grant Operator, Operator Group and their affiliates a perpetual, non-exclusive, unrestricted, worldwide, royalty-free licence to display your tradenames, trademarks and product images on the Platform (“User-Provided Brand Assets”) for the purpose of you accessing and/or using the Platform, and our advertising and promotion of the Platform.

Operator reserves the right, at all times, to limit, restrict, delete, and/or refuse to accept any User-Provided Content: (a) as required by any competent authority; or (b) that in Operator’s judgment violates applicable law or does not comply with the requirements of the Agreement (including the Platform Rules).

You represent and warrant that any User-Provided Content and User-Provided Brand Assets are original to you and do not copy the work of any third party or infringe, misappropriate or otherwise violate any third party intellectual property rights, rights of privacy or publicity rights, or other proprietary rights, and do not contain any defamatory or disparaging statements or otherwise breach any applicable law. You agree that by making available the User-Provider Content and User-Provided Brand Assets you have the right to grant the licenses described above and you have obtained all the necessary authorisations from other persons in order to do so.

Supplier will indemnify the Operator Group for any costs, damages or losses suffered (including, without limitation, legal fees and reasonable expenses incurred) as a result of any third party (including parties associated with them, users of the Platform, employees, agents or contractors of Supplier) making a claim or allegation against any member of the Operator Group that arises as a result of any User-Provided Content or User-Provided Brand Assets posted or transmitted through the Platform by you or by others using your account. You accept and acknowledge that Operator reserves the right to remove User-Provided Content and User-Provided Brand Assets in case of complaint from a third party and that no compensation is due as a result of such deletion.

21. SUSPENSION AND TERMINATION

Operator reserves the right to cease all or part of the Platform’s operation or remove any features or functionality at its discretion.

Without prejudice to the other rights contained in the Agreement, if you breach the Agreement (including, without limitation, the Platform Rules) and do not remedy that breach within the period specified by Operator or in Operator's reasonable opinion you (i) commit a material breach of the Agreement; or (ii) are persistently breaching the agreement; or (iii) are engaging in disruptive behaviour, Operator may take whatever actions it considers appropriate to deal with such breach, including, without limitation, to immediately terminate your account, restrict, suspend or remove your products from the Platform, suspend your access to or use of the Platform, prohibit entry to the Platform, block the device used by your IP addresses to access the Platform and / or take legal action against you.

Operator may also end or suspend your access to or use of the Platform, terminate the Agreement and close your account at any time by giving you a minimum of 30 days’ notice before doing so. Operator may choose to do so but is not obliged to provide you with its reasons for taking such actions.

You may terminate the Agreement, close your account and cease to access the Platform at any time and without needing to give any reasons.

Upon termination of the Agreement and / or your use of the Platform for any reason (whether by you or by Operator), you will have no right to access or use the Platform and Operator will cancel all access to the Platform. All the provisions of the Agreement that by their nature must remain in force after termination will remain in force. Any pending transaction between Supplier and Customers that were concluded through the Platform before the termination taking effect must be completed (except if Supplier and Customer agree otherwise).

22. DISCLAIMER

The Platform and any services or any information provided through the Platform by Operator are provided on an "as is" basis.

Any access to or use of the Platform is voluntary. All access or use of the Platform including any transactions concluded through the Platform by Supplier is at the sole risk of Supplier.

Operator will take reasonable steps to maintain the security of the Platform but does not warrant or guarantee that files that may be available for downloading through the Platform will be free of infections or viruses, worms, Trojan horses or other code that contains contaminating or destructive properties. It is recommended that Supplier takes its own steps including using anti-virus software to protect its own system security.

The Platform may contain links that direct you to a third-party website that is not owned or operated or controlled by Operator or its affiliates. Operator and its affiliates do not make any express or implied warranties that it owns or operates third-party links. You are solely responsible for any risk or damages resulting from clicking on any third-party links.

Operator cannot and does not guarantee or warrant against there being errors, omissions, delays, interruptions or losses, including loss of data. You are solely responsible for any damage to your hardware device(s) or loss of data that results from the download, access or use of the Platform. It is recommended that Supplier ensure that it maintains a back-up solution external to the Platform for the recovery of any of its data should it be lost.

Operator does not make any express or implied warranties, representations or endorsements of any kind whatsoever (including, without limitation, warranties of title or noninfringement, or any warranties of merchantability or fitness for a particular purpose) with regard to any information, products, service, merchandise or other material provided on or through the Platform.

Operator does not warrant or guarantee the accuracy, completeness, correctness, timeliness or usefulness of any information, products, services, merchandise or other material provided through the Platform or on the internet generally.

Operator makes no warranty or guarantee that the Platform and any services or information provided by Operator through the Platform will be uninterrupted, timely, secure or error-free.

Operator is not responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion, pandemic or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation, facilities, fuel or energy shortages, or acts or omissions of other common carriers.

Your sole and exclusive remedy if you are dissatisfied with the services or the Platform is to stop using them.

23. GOVERNING LAW AND JURISDICTION

The Agreement and its subject matter and formation (and any non-contractual disputes or claims) is governed by the laws of the State of Georgia.

Each party agrees that the courts located in Atlanta, Georgia shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.

24. NOTIFICATIONS

All notifications that must be sent in accordance with the Agreement or for any purpose related to it will be sent to the email address you provided when subscribing to the Platform. You may send notifications to us at support@wabi2b.com. All notifications sent in the aforementioned manner will be considered received within the day after they are sent.

You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Platform. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing. We reserve the right to send you marketing and promotional emails. You may opt out of receiving marketing and promotional emails from us by following the instructions enclosed within those emails. If you opt out, we may still send you non-promotional emails, such as emails about your account or our ongoing business relations. You may also send requests about contact preferences or changes to personal information, including requests to opt out of sharing personal information with third parties, to our contact information below. BY SIGNING UP FOR THE PLATFORM, YOU AGREE TO RECEIVE COMMUNICATIONS FROM OR THROUGH OPERATOR, AND YOU REPRESENT AND WARRANT THAT EACH PERSON YOU REGISTER FOR THE PLATFORM OR FOR WHOM YOU PROVIDE AN EMAIL ADDRESS HAS CONSENTED TO RECEIVE COMMUNICATIONS FROM OR THROUGH OPERATOR.

25. MISCELLANEOUS

The Agreement constitutes the entire agreement between the parties herein with respect to the subject matter contained in the Agreement and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral, related to that subject matter.

Supplier shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.

Supplier may be subject to additional terms and conditions that may apply when Supplier uses the products or services of a third party that are available through the Platform. Operator is not responsible or liable for any products or services supplied by a third party.

If any provision of the Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from the Agreement and will not affect the validity and enforceability of any remaining provisions.

Except for the indemnities expressly granted to third parties, the Agreement is not intended to benefit any third party and does not create any third party beneficiaries. Operator may change the terms of the Agreement without the consent of any third party.

Nothing in the Agreement will prevent Operator or its affiliates enforcing or protecting its intellectual property rights.

Any and all provisions of the Agreement that would reasonably be expected to be performed after the termination or expiration of the Agreement shall survive and be enforceable after such termination or expiration including, without limitation, provisions relating to ownership, indemnification, exclusion and limitation of liability and governing law.

No waiver of any of the provisions of the Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition.