TERMS OF USE

ACCEPTANCE OF TERMS

By accessing and using this portal (the “Portal”)
you understand that ABARTA Coca-Cola Beverages, Inc. (“ACCB” or “We” or “Us” or
“Our”) is providing you, your company, employer, (collectively, “You”, “you” or
“your”) or any other entity on whose behalf you are acting in purchasing goods
or services from ACCB or its affiliates (a “Represented Purchaser”) with access
to this Portal solely in connection with payment for products and services purchased
by you or the Represented Purchaser from ACCB. You also understand that the
Portal is being provided via one or more third party vendors and their
subcontractors (collectively, the “Service Providers”), selected by ACCB in
order to better facilitate payment for ACCB products and services. For purposes of clarification, each of your
covenants, agreements and representations hereunder shall in each case be
deemed to be made by you and on behalf of each of you Represented Purchasers.

You further understand that your access and use
of the Portal constitutes authorization for ACCB and/or its Service Providers
to process payments made by you or your Represented Purchaser through the Portal
and to use any information that you provide as necessary or useful to facilitate
such payments or to otherwise offer or sell products or services to you or your
Represented Purchaser.

PRIVACY

Please review our Privacy Policy[A1] ,
which also governs your use of the Portal, in order to better understand our
privacy practices. The Privacy Policy and its terms are fully incorporated into
these Terms. By accessing and using the Portal, you acknowledge and agree to
ACCB’s Privacy Policy.

INTENDED
USE OF THE PORTAL

This Portal is for commercial use only and by
accessing and using the Portal, you agree to not use it for any purpose other
than in connection with paying for ACCB products or services. As a condition of
your voluntary use of and access to the Portal, you agree to abide by these
Terms of Use (the “Terms”), which constitutes a binding contract between ACCB
and you (and any Represented Purchaser).

You also understand that these Terms may be
updated by ACCB in its sole discretion from time to time. Any such changes will
be made available to you and may require your acceptance before permitting you
to continue accessing the Portal. Thereafter, your continued use of the Portal after
any changes to these Terms constitute your agreement (and the agreement of any Represented
Purchaser) to the updated Terms.

By using and accessing the Portal, you represent
and warrant that, if you are acting on behalf of a Represented Purchaser, you
are fully authorized by that Represented Purchaser to enter into these Terms
and to purchase the products and services from ACCB on behalf of the
Represented Purchaser. Your use of the Site constitutes your binding obligation
(and the binding obligation of any Represented Purchaser) with regard to the
access and use of this Site, and such Terms are enforceable in accordance with
their terms against you and any Represented Purchaser.

INFORMATION
YOU SHARE WITH US

You will be asked to establish an account and select
a password when registering to use the Portal. By doing so, you understand that
you are responsible for maintaining the confidentiality of your account and password
and are fully responsible for all activities that occur through the use of your
account or password. ACCB will have no liability for any loss or harm that may
incur to you, any Represented Purchaser or any others as a result of someone
else using your account or password, either with or without your knowledge. You
also agree to not use or share anyone else’s account or password at any time.

RULES
OF CONDUCT

By accessing and using the Portal, you agree to
comply with the following Rules of Conduct, which we may update from time to
time in our sole discretion, with or without notice to you. As such, you agree
that you will not use this Portal to:

(1) engage in or promote illegal or anti-social
activity;

(2) store, display, view or transmit child
pornography or other pornographic, obscene or sexually explicit or otherwise
inappropriate materials;

(3) commit or aid and abet fraud or negligence;

(4) defame or libel any person or entity;

(5) transmit or communicate threats;

(6) transmit or elect to receive any material or
items that violate any third party’s copyright or other intellectual property
rights; or

(7) do anything that may
adversely affect, impair or interfere with the use of this Portal by any users.

TERMINATION
OF ACCESS

By using this Portal, you understand that ACCB (or
its Service Providers) may at any time, without notice and in our sole
discretion, disable this Portal, temporarily or permanently, or terminate your
access (or the access of a Represented Purchaser) to this Portal. You agree
that ACCB will have no liability to you, any Represented Purchase or any others
for termination of (a) this Portal, (b) your access to the Portal, or (c) the
access of the Represented Purchaser to this Portal. You acknowledge and agree that we have no
obligation to make or keep the Portal available to you.

INTELLECTUAL
PROPERTY

The trademarks, service marks and logos contained
on this Portal are the registered or common law marks of ACCB, its licensors, Service
Providers or other third parties (the “Rights Holders”). No right or license is
granted, by implication, estoppel or otherwise, to use any copyright,
trademark, service mark or logo displayed on this Portal or any other
intellectual property rights of the Rights Holders.

THIRD
PARTY SITES

Any non-ACCB website accessed through this Portal
is independent from ACCB. ACCB has no control over such sites and is not
responsible for the availability, content or use of those sites, including any
links contained in those sites or any changes or updates to those sites. ACCB
makes no representations whatsoever about any other site you may access through
this Portal. Reference by ACCB to another site does not mean ACCB endorses or
accepts responsibility for the content or use of that independent site or has
any association with it or its operators.

DATA
SECURITY

You acknowledge that ACCB is not responsible
or liable if data, including e-mail or electronic communications, is accessed
by unauthorized third parties when communicated between you and ACCB, using the
Internet, other network communications facilities, telephone or any other
electronic means. You further understand that you are (or any Represented
Purchaser is) responsible for the security of the applications, networks,
computers, tablets or other devices (and any email or other communication
accounts) used to communicate with us or to access the Portal, and that we have no responsibility or liability
for the security of such applications, networks, computers, tablets, other
devices or accounts, or any viruses, malware or harmful code introduced into,
or unauthorized third party intrusions.
By using the Portal, you agree that we and our Service Providers are
authorized to communicate with you and your Representative Purchasers without
encryption.

INDEMNITY

Except to the degree prohibited under applicable law, you agree to
defend, indemnify, and hold harmless ACCB, its affiliates, and any other party
involved in creating, producing or delivering the Portal (including any Service
Providers), and their respective directors, officers, employees, agents,
shareholders, owners, licensors and representatives, from and against all
claims, losses, costs and expenses (including legal fees) arising out of your
use of or activities associated with the Portal (collectively, “Claims”),
including, but not limited to: (i) any Claims arising from or related to any violation
of these Terms by you or any Represented Purchaser and (ii) any Claims asserted
by any of your Represented Purchasers.

DISCLAIMER
OF WARRANTIES

to the
maximum extent permitted by law, this portal is provided on an “as is” and “as
available” basis. you (on behalf of yourself and any represented purchaser)
understand and agree that any use of the portal by you and any represented
purchaser (whether for the submission and processing of payments or otherwise)
is at your sole risk and discretion and that accb has made no representations,
claims or warranties concerning the portal.

accb
disclaims all representations and warranties of any kind, either express or
implied, including, but not limited to, the implied warranties of
merchantability, fitness for a particular purpose, noninfringement and
operability, reliability, performance and freedom from errors, viruses or other
harmful components.

further,
you also understand that accb does not represent or warrant that the portal
will always be available, accessible, uninterrupted, timely, secure, accurate,
complete or error-free, nor do we warrant any connection to or transmission
from the internet. in no event shall accb or service providers or either of
their representatives be liable for any damages resulting from the use of, or
inability to use, the portal.

LIMITATION
OF LIABILITY

you
understand that to the maximum extent permitted by law, we will not be
responsible or liable for any direct, indirect, incidental, consequential,
special, exemplary, punitive or other damages arising out of or relating in any
way to the use of this portal.

SEVERABILITY

These
Terms are independent severable. Whenever possible, each provision of these
terms shall be construed so as to be interpreted in such manner as to be
effective and valid under applicable law.
If any provision of these Terms or the application thereof to any party
or circumstance shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition without
invalidating the remainder of such provision or any other provision of these
Terms or the application of such provision to other parties or circumstances.

GOVERNING
LAW/DISPUTES

These Terms shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania without regard to
its choice of law provisions. By using the Portal, you agree to the exclusive
jurisdiction by the federal and state courts located in Allegheny County,
Pennsylvania and you hereby waive any jurisdictional, venue or inconvenient
forum objections to such courts.

ENTIRE
AGREEMENT

These Terms constitute the final, full and exclusive expression of the
agreement with respect to the access and use of this Portal and supersede all
prior agreements, understandings, writings, proposals, representations and
communications, oral or written, of either you or ACCB with respect to the use
of this Portal. Nothing in these Terms is intended to limit or exclude
liability for fraud. For avoidance of
doubt, these Terms do not supersede, amend or replace any written agreements or
purchase orders related to the purchase and sale of products and services between
you (or a Represented Purchaser) and
ACCB.

ONLINE
ORDERS & DELIVERY

ACCB does not warrant that all product
descriptions, pricing information or other content included on the Portal is
accurate, complete, reliable or error-free. Prices and delivery time frames are
subject to change without notice. If you find that a product offered on the
Portal is not as described, please feel free to contact us and we will work to
ensure that you are satisfied with your order.

Although ACCB will use commercially reasonable
efforts to ensure that all customers receive their orders in a timely fashion,
ACCB does not warrant that all orders will be free from delay and disclaims any
liability for such delays regardless of the cause of such delay. In the event
that your order is delayed or changed, ACCB will work to ensure that you are
updated on your order status.

For purposes of clarification, to the
extent that any written agreement exists between ACCB and you (or your
Represented Purchaser) that covers the issues addressed in this section of the
Terms of Use, such written agreement shall supersede this section of the Terms
of Use and such written agreement shall govern.

REFUND
POLICY

In the event of overpayment, returned product, pricing
corrections, or any other event that would leave your account with a credit
balance, unless requested otherwise, the credit balance will be applied to
future invoices. If, instead, you request a refund in writing, ACCB will
process such refund no sooner than thirty (30) days after receipt of such
written request. In the event your account is terminated and
after the closing of your account(s) there remains a credit balance, ACCB will
refund such credit balance no sooner than thirty (30) days after your accounts
have been terminated. All refunds shall be sent by check through the US
Postal Service or similar mail provider to the address ACCB has associated with
your account.[A2]

INFORMATION
OR COMPLAINT

We value your feedback. In the event you have a
question or find that you have encountered an issue with the Portal, please
feel free to contact us by using the chat function on the Portal, by email at
abartamycokesupport@coca-cola,com, or by telephone at 1-844-690-2653.

YOU SHOULD PRINT AND RETAIN A COPY OF THESE TERMS FOR YOUR RECORDS.

Effective Date: [__________ __, 2017]