Terms and Conditions
SupaChefs Terms and Conditions Effective Date: April 17, 2026 Last Updated: April 17, 2026 1. Acceptance of Terms These Terms and Conditions (“Terms”) govern your access to and use of the SupaChefs mobile application
and
website
(the
“Platform”),
operated
by Supa Labs, Inc. (“we,” “our,” or “us”), a corporation incorporated
under
the
laws
of
the
Republic
of
the
Philippines.
By creating an account, accessing, or using the Platform, you agree to be bound by these Terms and our Privacy
Policy,
which
is
incorporated
herein
by
reference.
If
you
do
not
agree,
you
must
not
use
the
Platform.
We reserve the right to update these Terms at any time. Continued use of the Platform after changes are posted
constitutes
your
acceptance
of
the
revised
Terms.
2. Description of the Platform SupaChefs is an online marketplace that connects home chefs (“Chefs”) with customers (“Customers”) who
wish
to
purchase
homemade
food.
Supa
Labs,
Inc.
acts
solely
as
a
platform
intermediary
—
we
do
not
prepare,
cook,
handle,
or
store
food.
Delivery of orders may be fulfilled by the Chef directly or facilitated through third-party delivery service partners
integrated
into
the
Platform.
Supa
Labs,
Inc.
does
not
operate
a
delivery
service
and
is
not
responsible
for
the
acts
or
omissions
of
third-party
delivery
providers.
While SupaChefs primarily acts as a digital platform facilitating transactions between Customers and Chefs,
it
shall
exercise
reasonable
diligence
in
maintaining
a
safe,
reliable
and
compliant
marketplace
in
accordance
with
applicable
laws. SupaChefs is not the direct seller of food products; however, it may provide support services including dispute
facilitation,
platform
monitoring
and
user
verification
mechanisms.
3. Eligibility To use the Platform, you must: • Be at least 18 years of age • Be a resident of or operating within the Philippines • Have the legal capacity to enter into binding agreements • Not be prohibited from using the Platform under applicable Philippine law 4. Account Registration 1 4.1 Creating an Account To access most features of the Platform, you must register for an account. You agree to: • Provide accurate, current, and complete information during registration • Maintain and promptly update your account information • Keep your password confidential and not share it with any third party • Notify us immediately of any unauthorized access to your account You are solely responsible for all activity that occurs under your account. 4.2 Google Sign-In SupaChefs supports account registration and login via Google Sign-In. If you choose to use Google Sign-In,
you
authorize
us
to
access
certain
information
from
your
Google
account
as
permitted
by
Google’s
terms
and
your
privacy
settings.
You
remain
subject
to
Google’s
Terms
of
Service
and
Privacy
Policy
in
addition
to
ours.
4.3 Account Types The Platform has two account types: • Customer Account — for individuals who wish to browse and order meals • Chef Account — for home cooks who wish to list and sell homemade meals. Chef accounts are subject
to
additional
verification
and
approval
(see
Section
6).
4.4 Account Deletion You may delete your account at any time through the account settings within the app. Upon deletion, your personal
data
will
be
handled
in
accordance
with
our
Privacy
Policy.
Certain
data
may
be
retained
for
legal,
accounting,
or
dispute
resolution
purposes.
5. Terms for Customers 5.1 Placing Orders When you place an order through the Platform, you are making a direct purchase from the Chef. By placing
an
order,
you
confirm
that:
• You have reviewed the meal description, ingredients, and any allergen information provided by the
Chef
• You accept responsibility for verifying that the food is suitable for your dietary needs and restrictions
• You understand that meals are homemade and prepared in a home kitchen, not a commercial kitchen
5.2 Payment At launch, SupaChefs supports Cash on Delivery (COD) as the primary payment method. Additional payment
options
(GCash,
Maya,
credit/debit
card)
will
be
introduced
in
future
updates
and
will
be
governed
by
updated
Terms
at
that
time. For COD orders: • Payment is made directly to the Chef or the designated delivery person upon delivery 2 • You agree to have the exact or reasonable amount ready at the time of delivery • Supa Labs, Inc. is not responsible for disputes arising from COD transactions between you and the
Chef
or
delivery
partner
5.3 Cancellations and Refunds SupaChefs requires Chefs to adopt a fair and transparent cancellation and refund policies consistent
with
the
applicable
consumer
protection
laws. ● Customer may cancel orders prior to confirmation or preparation without penalty. ● Once preparation has begun, refunds shall be subject to the Chef’s stated policy, provided that
such
policy
is
reasonable
and
not
contrary
to
law. ● In cases involving: o Non-delivery; o Materially incorrect orders; o Spoiled or unsafe food Customers may escalate disputes through the Platform within 24 hours from such occurrence.
SupaChefs shall facilitate dispute resolution in good faith and may, where appropriate, impose corrective
measures
on
Chefs,
including
refunds,
penalties
or
account
restrictions.
5.4 Food Safety Acknowledgment SupaChefs does not directly prepare or handle food. However, we require Chefs to comply with applicable
food
safety
laws,
local
ordinances
and
basic
hygiene
standards. Customers acknowledge that meals are prepared in home kitchens. Nevertheless, nothing in these
Terms
shall
operate
to
waive
or
limit
rights
granted
under
applicable
consumer
protection
laws,
including
protection
against
unsafe
or
defective
food
products. SupaChefs shall not be liable for damages arising solely from acts or omissions of Chefs, except where
such
liability
arises
from
the
Platform’s
own
negligence,
failure
to
exercise
reasonable
diligence,
or
violation
of
applicable
laws.
6. Terms for Home Chefs 6.1 Chef Eligibility and Onboarding To become a Chef on SupaChefs, you must: • Be at least 18 years of age • Have a valid Philippine national ID or government-issued identification • Complete the SupaChefs Chef onboarding process, including profile setup and agreement to these
Terms
• Cook in a kitchen that meets basic hygiene and food safety standards 6.2 Chef Responsibilities As a Chef on SupaChefs, you are solely responsible for: • The quality, safety, hygiene, and accurate description of all food you prepare and sell • Compliance with all applicable Philippine laws regarding home-based food businesses, including local
government
requirements
in
your
city
or
municipality
3 • Obtaining any necessary local permits or clearances required to sell food from your home • Handling, packaging, and — where applicable — delivering food in a safe and sanitary manner • Setting accurate prices, availability, and order lead times on your profile • Communicating promptly and honestly with Customers regarding their orders • Disclosing all ingredients and common allergens in your menu listings As a Chef, you warrant that: ● Food prepared is safe for consumption; ● All representations are accurate and not misleading; ● They comply with the Consumer Act of the Philippines (RA 7394). 6.3 Delivery by Chefs Where a Chef elects to handle delivery personally, the Chef is solely responsible for: • Timely and safe delivery of the order to the Customer’s specified address • Maintaining the quality and temperature of food during transport • Any loss, damage, or delay occurring during delivery Supa Labs, Inc. is not liable for any incident arising during Chef-handled delivery. 6.4 Third-Party Delivery Partners SupaChefs may, from time to time, integrate with third-party delivery service providers to offer additional
delivery
options
to
Chefs
and
Customers.
Where
a
third-party
delivery
partner
is
used:
• The delivery partner’s own terms of service and pricing apply to the delivery leg of the transaction • Supa Labs, Inc. acts only as a platform facilitating the connection and is not responsible for the delivery
partner’s
performance,
conduct,
or
pricing
• Any disputes regarding delivery quality, timing, or conduct should be raised directly with the delivery
partner
6.5 Prohibited Conduct for Chefs Chefs must not: • Sell food that is unsafe, expired, improperly stored, or misrepresented • Sell alcohol, tobacco, regulated substances, or any prohibited goods through the Platform • Accept orders they cannot fulfill within the stated timeframe without prior notice to the Customer • Engage in price manipulation, fake reviews, or any deceptive practices • Conduct transactions outside of SupaChefs to circumvent platform fees • Share customer personal information with third parties or use it for any purpose beyond fulfilling the
order
6.6 Platform Fee Supa Labs, Inc. charges a platform fee on each completed order. The current platform fee is 23% of the order
value
(excluding
delivery
fees),
as
communicated
to
you
during
onboarding
and
as
updated
from
time
to
time
with
prior
notice.
By listing on the Platform, you authorize Supa Labs, Inc. to deduct the applicable platform fee from your earnings
prior
to
payout.
Platform
fees
are
non-refundable
once
an
order
is
completed.
4 6.7 Chef Payouts Chef earnings (after platform fee deduction) will be disbursed on a weekly basis, to the bank account or e-wallet
registered
in
your
Chef
profile.
Supa Labs, Inc. reserves the right to withhold payouts in cases of unresolved customer disputes, suspected
fraud,
or
policy
violations
pending
investigation.
We
are
not
responsible
for
delays
caused
by
third-party
processors,
bank
processing
times,
or
incorrect
payout
details
provided
by
the
Chef.
6.8 Chef as Independent Contractor Chefs are independent contractors, not employees, agents, or partners of Supa Labs, Inc. Nothing in these
Terms
creates
an
employment
relationship,
partnership,
joint
venture,
or
agency
between
Supa
Labs,
Inc.
and
any
Chef.
Chefs are solely responsible for their own income tax obligations, SSS, PhilHealth, Pag-IBIG contributions,
and
any
other
statutory
obligations
arising
from
their
earnings
through
the
Platform.
Nothing herein shall prevent the application of laws that may, in specific circumstances, recognize
alternative
legal
relationships
based
on
actual
conduct
and
economic
realities.
7. User-Generated Content Users may submit content to the Platform including profile photos, food photos, menu descriptions, and reviews
(“User
Content”).
By
submitting
User
Content,
you:
• Grant Supa Labs, Inc. a non-exclusive, royalty-free, worldwide license to use, display, reproduce, and
distribute
your
content
solely
for
the
purpose
of
operating
and
promoting
the
Platform
• Represent that you own or have the rights to submit the content and that it does not infringe any third-party
rights
• Agree not to submit content that is false, misleading, defamatory, offensive, or in violation of any applicable
law
Supa Labs, Inc. reserves the right to remove any User Content that violates these Terms, at our sole discretion.
8. Prohibited Conduct All users agree not to: • Use the Platform for any unlawful purpose or in violation of these Terms • Impersonate any person or entity or misrepresent your affiliation • Attempt to gain unauthorized access to any part of the Platform or other users’ accounts • Interfere with or disrupt the operation of the Platform • Use automated tools, bots, or scripts to scrape or interact with the Platform without authorization • Post false, misleading, or fraudulent reviews • Harass, abuse, threaten, or harm other users • Solicit other users to conduct transactions outside the Platform 9. Intellectual Property All content on the Platform created or owned by Supa Labs, Inc. — including the SupaChefs brand, logo, 5 app design, user interface, and original text — is the exclusive property of Supa Labs, Inc. and is protected
by
applicable
intellectual
property
laws.
Chefs retain full ownership of their recipes, food photos, and personal content. Supa Labs, Inc. does not claim
ownership
beyond
the
license
granted
in
Section
7.
You may not copy, reproduce, distribute, or create derivative works from Supa Labs, Inc.’s proprietary content
without
written
permission.
10. Disclaimers and Limitation of Liability 10.1 Platform “As Is” The Platform is provided on an “as is” and “as available” basis. Supa Labs, Inc. makes no warranties, express
or
implied,
regarding
the
Platform’s
reliability,
accuracy,
or
uninterrupted
availability.
10.2 Food and Transactions Supa Labs, Inc. is a technology platform only and is not a food business, restaurant, or food service provider.
We
do
not
warrant
or
guarantee:
• The quality, safety, freshness, or fitness for consumption of any food listed or sold on the Platform • The accuracy of Chef-provided allergen or ingredient information • The timely delivery or fulfillment of any order, whether by a Chef or a third-party delivery partner • The conduct, reliability, or suitability of any Chef, Customer, or delivery partner 10.3 Limitation of Liability To the fullest extent permitted by applicable law, Supa Labs, Inc. shall not be liable for indirect, incidental or
consequential
damages. However, nothing in these Terms shall exclude or limit liability for: ● Fraud or willful misconduct; ● Gross negligence; ● Violation of applicable consumer protection or data privacy laws. Any limitation of liability shall be applied only to the extent allowed under Philippine laws.
11. Indemnification You agree to indemnify, defend, and hold harmless Supa Labs, Inc. and its officers, directors, founders, employees,
and
agents
from
and
against
any
claims,
damages,
losses,
and
expenses
(including
legal
fees)
arising
from: • Your use of the Platform in violation of these Terms • Your User Content • Any food you prepare, sell, or deliver as a Chef • Any dispute between you and another user or delivery partner • Your violation of any applicable law or regulation This indemnity shall not apply where the claim arises from the negligence or unlawful act of Supa Labs, Inc.
6 12. Dispute Resolution Between Users Supa Labs, Inc. encourages Chefs and Customers to resolve disputes directly and in good faith. If a dispute
cannot
be
resolved
between
parties,
users
may
escalate
through
our
in-app
support
channel
at
admin@supachefs.com.
Supa Labs, Inc. will make reasonable efforts to mediate disputes but is not obligated to resolve disputes between
users
and
shall
not
be
held
liable
for
the
outcome
of
any
dispute.
Any dispute arising from these Terms shall be governed by Philippine law. Venue shall be in the proper courts
of
Cebu
City,
without
prejudice
to
the
consumer’s
right
to
file
actions
in
appropriate
venues
under
applicable
law.
13. Account Suspension and Termination Supa Labs, Inc. reserves the right to suspend, restrict, or permanently terminate any account at our sole discretion,
with
or
without
notice,
if
we
reasonably
believe
a
user
has
violated
these
Terms,
engaged
in
fraudulent
or
illegal
activity,
or
posed
a
safety
risk
to
other
users.
Upon termination, your right to access the Platform ceases immediately. Provisions that by their nature survive
termination
—
including
liability
disclaimers,
indemnification,
and
intellectual
property
—
shall
continue
to
apply.
14. Governing Law and Compliance These Terms are governed by the laws of the Republic of the Philippines, including: • Republic Act No. 10173 — Data Privacy Act of 2012 • Republic Act No. 7394 — Consumer Act of the Philippines • Republic Act No. 11967 — Internet Transactions Act of 2023 • Republic Act No. 8792 — Electronic Commerce Act of 2000 • Applicable local ordinances of Cebu City governing home-based food businesses 15. Data Privacy Supa Labs, Inc. processes personal data in accordance with the Data Privacy Act of 2012. By using the Platform,
you
acknowledge
that:
● Your personal data will be processed for purposes necessary to provide the services; ● You have read and understood the Privacy Policy; ● You agree to use personal data of other users only for legitimate transaction-related purposes. Unauthorized use, disclosure or misuse of personal data is strictly prohibited and may result in account termination
and
legal
action.
16. Force Majeure Supa Labs, Inc. shall not be liable for failure to perform obligations due to events beyond reasonable control,
including
natural
disasters,
government
actions
or
system
failures.
7 17. Contact Us For questions, concerns, or feedback regarding these Terms: • General inquiries: admin@supachefs.com • Marketing & partnerships: marketing@supachefs.com • Website: www.supachefs.com • Address Urban Deca Homes, Hernan Cortes Street, Cebu Philippines Supa Labs, Inc. (SupaChefs) — Terms and Conditions — DRAFT FOR LEGAL REVIEW — Not for public distribution until
reviewed
and
approved.
8
and
website
(the
“Platform”),
operated
by Supa Labs, Inc. (“we,” “our,” or “us”), a corporation incorporated
under
the
laws
of
the
Republic
of
the
Philippines.
By creating an account, accessing, or using the Platform, you agree to be bound by these Terms and our Privacy
Policy,
which
is
incorporated
herein
by
reference.
If
you
do
not
agree,
you
must
not
use
the
Platform.
We reserve the right to update these Terms at any time. Continued use of the Platform after changes are posted
constitutes
your
acceptance
of
the
revised
Terms.
2. Description of the Platform SupaChefs is an online marketplace that connects home chefs (“Chefs”) with customers (“Customers”) who
wish
to
purchase
homemade
food.
Supa
Labs,
Inc.
acts
solely
as
a
platform
intermediary
—
we
do
not
prepare,
cook,
handle,
or
store
food.
Delivery of orders may be fulfilled by the Chef directly or facilitated through third-party delivery service partners
integrated
into
the
Platform.
Supa
Labs,
Inc.
does
not
operate
a
delivery
service
and
is
not
responsible
for
the
acts
or
omissions
of
third-party
delivery
providers.
While SupaChefs primarily acts as a digital platform facilitating transactions between Customers and Chefs,
it
shall
exercise
reasonable
diligence
in
maintaining
a
safe,
reliable
and
compliant
marketplace
in
accordance
with
applicable
laws. SupaChefs is not the direct seller of food products; however, it may provide support services including dispute
facilitation,
platform
monitoring
and
user
verification
mechanisms.
3. Eligibility To use the Platform, you must: • Be at least 18 years of age • Be a resident of or operating within the Philippines • Have the legal capacity to enter into binding agreements • Not be prohibited from using the Platform under applicable Philippine law 4. Account Registration 1 4.1 Creating an Account To access most features of the Platform, you must register for an account. You agree to: • Provide accurate, current, and complete information during registration • Maintain and promptly update your account information • Keep your password confidential and not share it with any third party • Notify us immediately of any unauthorized access to your account You are solely responsible for all activity that occurs under your account. 4.2 Google Sign-In SupaChefs supports account registration and login via Google Sign-In. If you choose to use Google Sign-In,
you
authorize
us
to
access
certain
information
from
your
account
as
permitted
by
Google’s
terms
and
your
privacy
settings.
You
remain
subject
to
Google’s
Terms
of
Service
and
Privacy
Policy
in
addition
to
ours.
4.3 Account Types The Platform has two account types: • Customer Account — for individuals who wish to browse and order meals • Chef Account — for home cooks who wish to list and sell homemade meals. Chef accounts are subject
to
additional
verification
and
approval
(see
Section
6).
4.4 Account Deletion You may delete your account at any time through the account settings within the app. Upon deletion, your personal
data
will
be
handled
in
accordance
with
our
Privacy
Policy.
Certain
data
may
be
retained
for
legal,
accounting,
or
dispute
resolution
purposes.
5. Terms for Customers 5.1 Placing Orders When you place an order through the Platform, you are making a direct purchase from the Chef. By placing
an
order,
you
confirm
that:
• You have reviewed the meal description, ingredients, and any allergen information provided by the
Chef
• You accept responsibility for verifying that the food is suitable for your dietary needs and restrictions
• You understand that meals are homemade and prepared in a home kitchen, not a commercial kitchen
5.2 Payment At launch, SupaChefs supports Cash on Delivery (COD) as the primary payment method. Additional payment
options
(GCash,
Maya,
credit/debit
card)
will
be
introduced
in
future
updates
and
will
be
governed
by
updated
Terms
at
that
time. For COD orders: • Payment is made directly to the Chef or the designated delivery person upon delivery 2 • You agree to have the exact or reasonable amount ready at the time of delivery • Supa Labs, Inc. is not responsible for disputes arising from COD transactions between you and the
Chef
or
delivery
partner
5.3 Cancellations and Refunds SupaChefs requires Chefs to adopt a fair and transparent cancellation and refund policies consistent
with
the
applicable
consumer
protection
laws. ● Customer may cancel orders prior to confirmation or preparation without penalty. ● Once preparation has begun, refunds shall be subject to the Chef’s stated policy, provided that
such
policy
is
reasonable
and
not
contrary
to
law. ● In cases involving: o Non-delivery; o Materially incorrect orders; o Spoiled or unsafe food Customers may escalate disputes through the Platform within 24 hours from such occurrence.
SupaChefs shall facilitate dispute resolution in good faith and may, where appropriate, impose corrective
measures
on
Chefs,
including
refunds,
penalties
or
account
restrictions.
5.4 Food Safety Acknowledgment SupaChefs does not directly prepare or handle food. However, we require Chefs to comply with applicable
food
safety
laws,
local
ordinances
and
basic
hygiene
standards. Customers acknowledge that meals are prepared in home kitchens. Nevertheless, nothing in these
Terms
shall
operate
to
waive
or
limit
rights
granted
under
applicable
consumer
protection
laws,
including
protection
against
unsafe
or
defective
food
products. SupaChefs shall not be liable for damages arising solely from acts or omissions of Chefs, except where
such
liability
arises
from
the
Platform’s
own
negligence,
failure
to
exercise
reasonable
diligence,
or
violation
of
applicable
laws.
6. Terms for Home Chefs 6.1 Chef Eligibility and Onboarding To become a Chef on SupaChefs, you must: • Be at least 18 years of age • Have a valid Philippine national ID or government-issued identification • Complete the SupaChefs Chef onboarding process, including profile setup and agreement to these
Terms
• Cook in a kitchen that meets basic hygiene and food safety standards 6.2 Chef Responsibilities As a Chef on SupaChefs, you are solely responsible for: • The quality, safety, hygiene, and accurate description of all food you prepare and sell • Compliance with all applicable Philippine laws regarding home-based food businesses, including local
government
requirements
in
your
city
or
municipality
3 • Obtaining any necessary local permits or clearances required to sell food from your home • Handling, packaging, and — where applicable — delivering food in a safe and sanitary manner • Setting accurate prices, availability, and order lead times on your profile • Communicating promptly and honestly with Customers regarding their orders • Disclosing all ingredients and common allergens in your menu listings As a Chef, you warrant that: ● Food prepared is safe for consumption; ● All representations are accurate and not misleading; ● They comply with the Consumer Act of the Philippines (RA 7394). 6.3 Delivery by Chefs Where a Chef elects to handle delivery personally, the Chef is solely responsible for: • Timely and safe delivery of the order to the Customer’s specified address • Maintaining the quality and temperature of food during transport • Any loss, damage, or delay occurring during delivery Supa Labs, Inc. is not liable for any incident arising during Chef-handled delivery. 6.4 Third-Party Delivery Partners SupaChefs may, from time to time, integrate with third-party delivery service providers to offer additional
delivery
options
to
Chefs
and
Customers.
Where
a
third-party
delivery
partner
is
used:
• The delivery partner’s own terms of service and pricing apply to the delivery leg of the transaction • Supa Labs, Inc. acts only as a platform facilitating the connection and is not responsible for the delivery
partner’s
performance,
conduct,
or
pricing
• Any disputes regarding delivery quality, timing, or conduct should be raised directly with the delivery
partner
6.5 Prohibited Conduct for Chefs Chefs must not: • Sell food that is unsafe, expired, improperly stored, or misrepresented • Sell alcohol, tobacco, regulated substances, or any prohibited goods through the Platform • Accept orders they cannot fulfill within the stated timeframe without prior notice to the Customer • Engage in price manipulation, fake reviews, or any deceptive practices • Conduct transactions outside of SupaChefs to circumvent platform fees • Share customer personal information with third parties or use it for any purpose beyond fulfilling the
order
6.6 Platform Fee Supa Labs, Inc. charges a platform fee on each completed order. The current platform fee is 23% of the order
value
(excluding
delivery
fees),
as
communicated
to
you
during
onboarding
and
as
updated
from
time
to
time
with
prior
notice.
By listing on the Platform, you authorize Supa Labs, Inc. to deduct the applicable platform fee from your earnings
prior
to
payout.
Platform
fees
are
non-refundable
once
an
order
is
completed.
4 6.7 Chef Payouts Chef earnings (after platform fee deduction) will be disbursed on a weekly basis, to the bank account or e-wallet
registered
in
your
Chef
profile.
Supa Labs, Inc. reserves the right to withhold payouts in cases of unresolved customer disputes, suspected
fraud,
or
policy
violations
pending
investigation.
We
are
not
responsible
for
delays
caused
by
third-party
processors,
bank
processing
times,
or
incorrect
payout
details
provided
by
the
Chef.
6.8 Chef as Independent Contractor Chefs are independent contractors, not employees, agents, or partners of Supa Labs, Inc. Nothing in these
Terms
creates
an
employment
relationship,
partnership,
joint
venture,
or
agency
between
Supa
Labs,
Inc.
and
any
Chef.
Chefs are solely responsible for their own income tax obligations, SSS, PhilHealth, Pag-IBIG contributions,
and
any
other
statutory
obligations
arising
from
their
earnings
through
the
Platform.
Nothing herein shall prevent the application of laws that may, in specific circumstances, recognize
alternative
legal
relationships
based
on
actual
conduct
and
economic
realities.
7. User-Generated Content Users may submit content to the Platform including profile photos, food photos, menu descriptions, and reviews
(“User
Content”).
By
submitting
User
Content,
you:
• Grant Supa Labs, Inc. a non-exclusive, royalty-free, worldwide license to use, display, reproduce, and
distribute
your
content
solely
for
the
purpose
of
operating
and
promoting
the
Platform
• Represent that you own or have the rights to submit the content and that it does not infringe any third-party
rights
• Agree not to submit content that is false, misleading, defamatory, offensive, or in violation of any applicable
law
Supa Labs, Inc. reserves the right to remove any User Content that violates these Terms, at our sole discretion.
8. Prohibited Conduct All users agree not to: • Use the Platform for any unlawful purpose or in violation of these Terms • Impersonate any person or entity or misrepresent your affiliation • Attempt to gain unauthorized access to any part of the Platform or other users’ accounts • Interfere with or disrupt the operation of the Platform • Use automated tools, bots, or scripts to scrape or interact with the Platform without authorization • Post false, misleading, or fraudulent reviews • Harass, abuse, threaten, or harm other users • Solicit other users to conduct transactions outside the Platform 9. Intellectual Property All content on the Platform created or owned by Supa Labs, Inc. — including the SupaChefs brand, logo, 5 app design, user interface, and original text — is the exclusive property of Supa Labs, Inc. and is protected
by
applicable
intellectual
property
laws.
Chefs retain full ownership of their recipes, food photos, and personal content. Supa Labs, Inc. does not claim
ownership
beyond
the
license
granted
in
Section
7.
You may not copy, reproduce, distribute, or create derivative works from Supa Labs, Inc.’s proprietary content
without
written
permission.
10. Disclaimers and Limitation of Liability 10.1 Platform “As Is” The Platform is provided on an “as is” and “as available” basis. Supa Labs, Inc. makes no warranties, express
or
implied,
regarding
the
Platform’s
reliability,
accuracy,
or
uninterrupted
availability.
10.2 Food and Transactions Supa Labs, Inc. is a technology platform only and is not a food business, restaurant, or food service provider.
We
do
not
warrant
or
guarantee:
• The quality, safety, freshness, or fitness for consumption of any food listed or sold on the Platform • The accuracy of Chef-provided allergen or ingredient information • The timely delivery or fulfillment of any order, whether by a Chef or a third-party delivery partner • The conduct, reliability, or suitability of any Chef, Customer, or delivery partner 10.3 Limitation of Liability To the fullest extent permitted by applicable law, Supa Labs, Inc. shall not be liable for indirect, incidental or
consequential
damages. However, nothing in these Terms shall exclude or limit liability for: ● Fraud or willful misconduct; ● Gross negligence; ● Violation of applicable consumer protection or data privacy laws. Any limitation of liability shall be applied only to the extent allowed under Philippine laws.
11. Indemnification You agree to indemnify, defend, and hold harmless Supa Labs, Inc. and its officers, directors, founders, employees,
and
agents
from
and
against
any
claims,
damages,
losses,
and
expenses
(including
legal
fees)
arising
from: • Your use of the Platform in violation of these Terms • Your User Content • Any food you prepare, sell, or deliver as a Chef • Any dispute between you and another user or delivery partner • Your violation of any applicable law or regulation This indemnity shall not apply where the claim arises from the negligence or unlawful act of Supa Labs, Inc.
6 12. Dispute Resolution Between Users Supa Labs, Inc. encourages Chefs and Customers to resolve disputes directly and in good faith. If a dispute
cannot
be
resolved
between
parties,
users
may
escalate
through
our
in-app
support
channel
at
admin@supachefs.com.
Supa Labs, Inc. will make reasonable efforts to mediate disputes but is not obligated to resolve disputes between
users
and
shall
not
be
held
liable
for
the
outcome
of
any
dispute.
Any dispute arising from these Terms shall be governed by Philippine law. Venue shall be in the proper courts
of
Cebu
City,
without
prejudice
to
the
consumer’s
right
to
file
actions
in
appropriate
venues
under
applicable
law.
13. Account Suspension and Termination Supa Labs, Inc. reserves the right to suspend, restrict, or permanently terminate any account at our sole discretion,
with
or
without
notice,
if
we
reasonably
believe
a
user
has
violated
these
Terms,
engaged
in
fraudulent
or
illegal
activity,
or
posed
a
safety
risk
to
other
users.
Upon termination, your right to access the Platform ceases immediately. Provisions that by their nature survive
termination
—
including
liability
disclaimers,
indemnification,
and
intellectual
property
—
shall
continue
to
apply.
14. Governing Law and Compliance These Terms are governed by the laws of the Republic of the Philippines, including: • Republic Act No. 10173 — Data Privacy Act of 2012 • Republic Act No. 7394 — Consumer Act of the Philippines • Republic Act No. 11967 — Internet Transactions Act of 2023 • Republic Act No. 8792 — Electronic Commerce Act of 2000 • Applicable local ordinances of Cebu City governing home-based food businesses 15. Data Privacy Supa Labs, Inc. processes personal data in accordance with the Data Privacy Act of 2012. By using the Platform,
you
acknowledge
that:
● Your personal data will be processed for purposes necessary to provide the services; ● You have read and understood the Privacy Policy; ● You agree to use personal data of other users only for legitimate transaction-related purposes. Unauthorized use, disclosure or misuse of personal data is strictly prohibited and may result in account termination
and
legal
action.
16. Force Majeure Supa Labs, Inc. shall not be liable for failure to perform obligations due to events beyond reasonable control,
including
natural
disasters,
government
actions
or
system
failures.
7 17. Contact Us For questions, concerns, or feedback regarding these Terms: • General inquiries: admin@supachefs.com • Marketing & partnerships: marketing@supachefs.com • Website: www.supachefs.com • Address Urban Deca Homes, Hernan Cortes Street, Cebu Philippines Supa Labs, Inc. (SupaChefs) — Terms and Conditions — DRAFT FOR LEGAL REVIEW — Not for public distribution until
reviewed
and
approved.
8