CUSTOMER AGREEMENT

Welcome to Plated! PLEASE READ THE FOLLOWING TERMS OF USE AND DISCLAIMER CAREFULLY BEFORE USING THIS WEB SITE (OUR "SITE").

We ask that you abide by the terms and conditions that follow, along with any other terms and conditions that may appear on the Site from time-to-time (collectively, the "Conditions"). Your use of the Site constitutes your agreement with the Conditions that follow and we reserve the right to revise these Conditions at any time. When we make changes, we will post them here. You agree to check this section periodically to be aware of any changes and your continued use of the Site shall be considered your agreement to any modified Conditions. If you do not agree to these Conditions, please do not use the Site.

This Agreement (the "Agreement") is an agreement between you and DineInFresh, Inc DBA Plated ("Plated") that states the terms and conditions under which you may use the Site and receive Plated service, which includes processing and delivery of product orders (the "Plated Service"). Your use of the Plated Service and the Site constitutes your agreement to the terms and conditions set forth below. If you do not agree with all of the terms and conditions, do not use the Site or the Plated Service.

If you have any questions about this Agreement or the Site please access our Frequently Asked Questions or call our Customer Service team at 917-525-2399.

Plated Satisfaction Guarantee

All of our products and services are backed by a 100% customer satisfaction guarantee. If you are dissatisfied for any reason, we want to make it right. Just call us at 917-525-2399 or contact us via e-mail at customerservice@Plated.com. Plated may require the return of the product with which you are dissatisfied before we substitute an acceptable item, issue a credit voucher or give you cash back.

Plated Service

Ordering through the Site. Orders must be received before posted cutoff times for a given delivery (see Delivery of Products below for details). Available delivery windows and associated delivery charges and promotions will be shown as you proceed through the ordering process. You can place your order anytime, up to the Wednesday at Midnight Eastern Standard Time before your delivery date. Cancellation of orders after the required cutoff time will result in a full charge.

Price and Availability. At Plated we believe in offering our customers the best product at the best price. We strive to provide you with great prices compared to the competition near your delivery address. We receive fresh products every day to assure you the highest quality. Although our goal is to fulfill 100% of each order, given the perishable nature of our products, from time to time products may be unavailable due to market conditions beyond our control or to quality that is below our standards. At times when we have an item that's very similar to the item you ordered, we may make a substitution. If you're not happy with the replacement, please email us at customerservice@Plated.com.

Please note: we reserve the right to limit your order or the quantity of a particular product that you may order.

Delivery of Products. Plated uses refrigerated shipping solutions to maintain the quality and integrity of your products. To maintain the integrity of products after delivery, we recommend that you immediately refrigerate or freeze perishable items. We guarantee your products will remain fresh in the delivery box at room temperature (78 degrees) for six (6) hours from the time of delivery. Ultimately you as the consumer are the ultimate arbiter of freshness.

To receive delivery, you must live in a residential apartment or home. Additionally, after your second order with Plated you may elect an alternate receiver located within or near your building or home to accept your delivery. This alternate receiver can accept your goods when you are not present at the time for delivery and shall accept the goods under all of the same terms and conditions that would apply had you accepted the delivery yourself. Anyone at the delivery address who receives the delivery is conclusively presumed to be authorized to receive the delivery. If you, your doorman, and your alternate receiver are not present, we will use commercially reasonable efforts to contact you. In certain areas, Plated may offer unattended delivery.

If something is missing from your order, please call our Customer Service department at 917-525-2399 or email us at customerservice@Plated.com.

In the case of inclement weather or unforeseen delivery complications, it may be necessary to make adjustments to our delivery schedule, which will cause us to suspend chosen delivery dates and times. If there will be a significant delay, a customer service representative may call or e-mail you to let you know the status of your delivery time. We will deliver your order as quickly as possible when the conditions permit. We will never deliver an order past 9:00PM without a customer's consent. If your designated delivery location (i.e., street, avenue) or day is inaccessible, rendering us unable to make the delivery, we will contact you to determine the best alternate location and/or date.

Credit Card Payment. Plated will execute a $1 authorization or temporary charge on your credit card to verify that your account is valid and that the information you provide to Plated is correct. This authorization does not cost you anything and will expire in a few days (debit card authorizations typically expire in 24-48 hours depending on your bank's rules). If you experienced trouble enrolling with Plated, you may see multiple $1 authorizations. These multiple charges (up to $5) will expire in a few days.

Your credit/debit card will be charged for your order the week before your order is delivered. Plated will not process orders that attempt to use an incorrect, expired, or over-the-limit credit card. We will make our best efforts to contact you if this occurs. However, in the event such an order is processed, Plated reserves the right to collect funds for any uncollected transactions owed to it. Plated may charge a fee of $2 per order should a payment made via credit card be declined resulting in the need for alternate payment or exception processing. If you fail to pay any fees or charges when due or if a redelivery fee or restocking fee is imposed, Plated may charge such amount directly to the credit card identified in your Customer Account Information and Plated may suspend or terminate your access to the Plated Service. You shall be responsible and liable for any fees, including attorneys' fees and collection costs, that Plated may incur in its efforts to collect any unpaid balances from you. Your right to use the Plated Service is subject to limits established by Plated and/or by your credit card issuer.

Plated is unable to accept checking account transactions, paper checks, food stamps, or third-party coupons at this time.

Third-Party Information Providers and Merchants. In certain cases, the Plated Service may permit you to order and receive products, information, and services from businesses that are not owned or operated by Plated. In such instances, Plated acts only as the link between you and such businesses. The purchase, payment, warranty, guarantee, delivery, maintenance, and all other matters concerning the merchandise, services, or information ordered or received from such businesses are covered by their customer agreement and policies and solely between you and such businesses. Plated makes no representations or warranties of any kind, express or implied, regarding the merchandise, services, or information received from such third parties and the fact that Plated makes such products, information, and services available should not be construed as an endorsement of the businesses or the products, services, and information they provide.

License and Proprietary Rights

Copyright and Ownership. All Site content, design, text, graphics, and interfaces; the collection, selection, and arrangement thereof; and all software are the property of, or duly licensed to, Plated. Consent is granted to view, electronically copy, and print in hard copy portions of this Site for the sole purpose of placing an order with Plated for your use. Any other use of materials on this Site, including modification, distribution, or reproduction for purposes other than those noted above, without the prior written permission of Plated is strictly prohibited. You acknowledge that Plated and/or third-party content providers remain the owners of such material and that you do not acquire any of those ownership rights by downloading copyrighted material. Plated reserves the right to revoke this authorization at any time, and any use shall be discontinued immediately on written notice from Plated.

Trademarks. "Plated", all Plated logos, and all titles, characters, names, graphics, and button icons are service marks, trademarks, and/or trade dress of Plated or otherwise proprietary to Plated and may not be used by you for any reason other than as expressly permitted by this Agreement. All other trademarks, service marks, product names, and company names or logos appearing in the Plated Service and on the Site are the property of their respective owners and you do not acquire any ownership rights in such marks, logos, or names by using this Site or the Plated Service.

Access to the Plated Service

Access. You will provide all equipment and services and be responsible for all data, telephone and other charges necessary to access the Plated Service and the Site. You agree to comply with all laws applicable to your activities on the Plated Site and with the terms of this Agreement. You hereby represent that you are an adult (18 years or older) and have the power and authority to enter into this Agreement and perform your obligations hereunder.

You acknowledge that from time to time the Plated Service or this Site may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Plated may undertake from time to time; or (iii) causes beyond the control of Plated or which are not reasonably foreseeable by Plated.

ID Number and Passwords. Access to the Plated Service is accomplished through the use of a user name and a password that you choose upon registration. You are solely responsible for any authorized or unauthorized access to your account by any person. You agree to bear all responsibility for the confidentiality of your password and all use or charges incurred from use of the Plated Service with your password. You agree to notify Plated promptly of any unauthorized use of your password and you will remain liable for any use of the Plated Service until you notify Plated.

Your Account. You are responsible for, and agree to pay promptly, all charges to your account, including applicable taxes and purchases by you or anyone you allow to use your account and password to access the Plated Service. You agree and accept responsibility for keeping all your account information current, including address, payment information, telephone number, e-mail address, and alternate receiver for your order. You can update your information in the Your Account area on our Web site or contact our Customer Service department. Please do not send credit card or other payment information via email. You agree that you will not provide fraudulent information and that you are solely responsible for any information you provide to Plated, and accept responsibility for all activities that occur under your account or password and for restricting access to your computer. You will comply with all laws applicable to your activities on the Site and with this Agreement.

Plated's secure server encrypts your payment information so that it cannot be read as the information travels over the Internet. Once we receive your payment information, it is stored in our secure data center. Plated will exercise commercially reasonable efforts to ensure that your payment information remains confidential, and is available only to personnel who have a need to know such information in connection with providing you the Plated Service. When our registration/order form asks users to enter sensitive information (such as credit card number), that information is encrypted and is protected with encryption software. Our Site encrypts your credit card and bank account number prior to transmission over the Internet using secure socket layer (SSL) encryption technology.

Corrections. If you would like to update or correct information previously provided to us, please send an e-mail with your new information to customerservice@Plated.com.com, or you can update your account information yourself by going to Your Account on the Plated Site. Please do not send credit card or other payment information via email.

Privacy Policy. Please review our Privacy Policy, which also governs your visit to the Plated Site and use of the Plated Service, to understand our practices.

Acceptable Use Policy

You are solely responsible for any and all acts and omissions that occur under your account or password, and you agree not to engage in unacceptable use of the Plated Service, which includes, without limitation, use of the Plated Service to: (a) disseminate or transmit unsolicited messages, chain letters, or unsolicited commercial e-mail; (b) disseminate or transmit material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious; (c) disseminate or transmit files, graphics, software, or other material that actually or potentially infringes the copyright, trademark, patent, trade secret, or other intellectual property right of any person; (d) create a false identity or otherwise attempt to mislead any person as to the identity or origin of any communication; (e) export, re-export, or permit downloading of any message or content in violation of any export or import law, regulation, or restriction of the United States and its agencies and authorities, or without all required approvals, licenses, or exemptions; (f) interfere with, disrupt, or attempt to gain unauthorized access to other accounts on the Plated Service or any other computer network; (g) disseminate or transmit viruses, Trojan horses, or any other malicious code or program; or (h) engage in any other activity deemed by Plated to be in conflict with the letter or intent of this Agreement.

Warranty Disclaimer; Limitation of Liability; Indemnification

YOU EXPRESSLY AGREE THAT USE OF THE PLATED SERVICE, THE SITE, AND THE INTERNET IS ENTIRELY AT YOUR OWN RISK. THE PLATED SERVICE, THE SITE, AND ITS CONTENTS ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, PLATED DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PLATED SERVICE, THE SITE, OR ITS CONTENTS OR WITH RESPECT TO ANY INFORMATION, SERVICES, AND PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE PLATED SERVICE; PLATED DOES NOT ADOPT ANY REPRESENTATION OR WARRANTY OF ANY MANUFACTURER OR MERCHANT OF ANY SUCH INFORMATION, SERVICE, OR PRODUCTS. PLATED MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE AVAILABILITY, ACCURACY, OR CONTENT OF ANY INFORMATION, SERVICES, OR PRODUCTS OBTAINED THROUGH THE SITE OR THE PLATED SERVICES. PLATED DOES NOT WARRANT THAT THE FUNCTIONS PROVIDED BY THE SITE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

NEITHER PLATED NOR ANY OF ITS DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, REPRESENTATIVES, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, OR LICENSORS (COLLECTIVELY, " PLATED PARTIES") SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOSS OF DATA, INCOME, OR PROFIT; OR LOSS OR DAMAGE TO PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE SITE, THE PLATED SERVICE, OR THE INTERNET. PLATED'S LIABILITY SHALL BE LIMITED TO PROVIDING YOU WITH A REFUND FOR ANY PRODUCT THAT IS RETURNED. YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE PLATED SERVICE AND TO TERMINATE THIS AGREEMENT. PLATED RESERVES THE RIGHT TO LIMIT YOUR ORDER OR THE QUANTITY OF A SPECIFIC PRODUCT YOU MAY ORDER. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES OR OF IMPLIED WARRANTIES, IN SUCH STATES AND JURISDICTIONS LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

The material in the Site is provided for lawful purposes only. Plated operates this Site for use in specific jurisdictions where it provides its Services, and makes no representation that these materials are appropriate or available for use in other locations. If you use the Site from other locations, you are responsible for compliance with applicable local laws. Price and availability information is subject to change without notice and may vary geographically.

You agree to defend, indemnify, and hold Plated Parties harmless from any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, and expenses, including attorney's fees and costs, arising in connection with a violation of this Agreement by you or through use of your account.

Miscellaneous

Termination. This Agreement is effective upon your acceptance as set forth herein and shall continue in full force and effect until terminated. Plated may suspend or terminate this Agreement or the Plated Service or remove or disable access to any portion of the Plated Service at any time for any reason with or without notice to you. You may terminate this Agreement and your Plated Service at any time for any reason by delivering notice in the manner provided below, which termination will be effective the day notice is received or such later date specified in the notice. Plated reserves the right to collect fees and charges incurred before you cancel your Plated Service. In addition, you are responsible for any charges incurred to third-party vendors or content providers prior to your cancellation.

Notices. Plated may give notice to you of any change or any other communication related to this Agreement through a general posting on the Plated Site, by electronic mail, or by conventional mail to your address contained in the Customer Registration Data. You may give notice to Plated by telephone at 917.525.2399, by electronic mail (as specified in the "About" section of the Plated Web site), or by conventional mail to:

Plated.com 322 West 14th Street, Suite 3B New York, NY 10014 Attention: CUSTOMER CARE

Entire Agreement. This Agreement and the Privacy Policy referred to herein represent your entire agreement with Plated regarding the use of the Plated Service and the Plated Site. You agree that this Agreement is not intended to confer and does not confer any rights or remedies upon any person other than you, Plated, and Plated Parties. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intention of the parties, and the remainder of this Agreement shall remain in full force and effect. The failure of either party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws rules. You expressly agree that exclusive jurisdiction for any claim or dispute with Plated or relating in any way to your use of the Plated Service or the Plated Site resides in the federal and state courts of New York and you further expressly consent and agree to personal jurisdiction by the state and federal courts sitting in the State of New York in connection with any such dispute, including any claim involving Plated Parties. Any cause of action by you must be instituted within one year after the claim or cause of action has arisen, or it shall be barred.

Third-Party Beneficiaries. The provisions of this Agreement are for the benefit of Plated Parties, and each shall have the right to assert and enforce the provisions directly on their own behalf. This Agreement and all obligations and restrictions placed upon you or your permitted users by this Agreement shall survive termination of this Agreement and your Plated Service.

Amendment. Plated may amend this Agreement at any time by posting the amended terms on our Site. All amended terms shall automatically be effective for orders placed after posting and seven days after they are initially posted on our Site for orders already placed. By using this Site after the effective date of any such amendment, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then current Agreement to which you are bound. This Agreement was last revised on October 10, 2012.

ADDITIONAL TERMS FOR CORPORATE SERVICES CUSTOMERS ONLY

This section applies to Plated Corporate Services Customers only; if any terms in this section are inconsistent with any terms above, the terms of this section shall apply with respect or Corporate Services Customers. All other terms of the Customer Agreement, above, apply to Corporate Services Customers.

Plated Service

Ordering through the Site. Delivery is available on most non-holiday weekdays; check the Delivery Info page for exact delivery dates. Orders must be received before the posted cutoff time for a given delivery. Available delivery windows and associated delivery charges and promotions will be shown as you proceed through the ordering process. You can place your order any time, up to one week before your delivery date. You can modify an existing order (including the addition or deletion of items, a change in the time or delivery date, and the cancellation of your order) via the Web (in the "Your Account" section of the Site) up until the posted cutoff time for that delivery. You may cancel orders via the "Your Account" section of the Site or by contacting our Corporate Services Department at 917.525.2399 during posted hours. Please see the Help section of the site for Customer Service hours. However, modified orders are subject to price changes and a change of a delivery date may not guarantee the availability of your desired items. Cancellation of orders after the required cut-off time will result in a restocking fee equal to the fees described in the main Customer Agreement.

To receive delivery, your requested delivery destination must be in a commercial building where Plated is permitted to make deliveries and you or an alternate receiver must be present to receive your order from our driver during your selected delivery window. This alternate receiver can accept your goods when you are not present at the time you had selected for delivery and shall accept the goods under all of the same terms and conditions that would apply had you accepted the delivery yourself. Anyone at the delivery address who receives the delivery is conclusively presumed to be authorized to receive the delivery. If you and your alternate receiver are not present during your selected delivery window, we will use commercially reasonable efforts to contact you and reschedule delivery for that day. In such case, if we are unable to redeliver the order to you for any reason, the order will be canceled and you will be charged a fee as described above.

Access to the Plated Service

ID Number and Passwords. Access to the Plated Service is accomplished through the use of a user name and a password that will be issued to you upon registration. If you are a Corporate Services customer, before your registration is complete, Plated will need to verify your address for delivery. You are solely responsible for any authorized or unauthorized access to your account by any person. You agree to bear all responsibility for the confidentiality of your password and all use or charges incurred from use of the Plated Service with your password. You agree to notify Plated promptly of any unauthorized use of your password and you will remain liable for any use of the Plated Service until you notify Plated of the unauthorized use of your password.