AMENDED AND RESTATED ALLIANCE PARTNERS PROGRAM AGREEMENT

1. Definitions. The following capitalized terms have the meanings set forth in this Section 1:

A. “Activate(d)” means that a Product is enabled for purchases (whether at point of sale, on-line, by telephone and/or otherwise) and capable of being used for purchases from a Retailer.

B. “Activation” means the completed process through which a Product is Activated.

C. “Activation Data” means the data necessary to Activate a Product.

D. “Affiliate” means, with respect to a Party, any natural or legal person, firm, corporation, partnership, limited liability partnership, limited liability company, or other entity that now or in the future, directly controls, is controlled with or by or is under common control with a Party. For purposes of the foregoing, “control” shall mean: (a) where applicable, ownership directly of fifty percent (50%) or more of the voting power to elect directors thereof; or otherwise (b) the power to direct the management of such entity

E. “Applicable Law” means all laws, rules, regulations, or ordinances applicable to a Party, in light of that Party’s role with respect to Products and the Blackhawk Program (e.g., issuer, seller, redeemer, etc.).

F. “Blackhawk Distribution Centers” means warehouses designated by Blackhawk for storage and distribution of Retailers’ Products.

G. “Blackhawk Practices” means Blackhawk’s practices and processes related to sale, delivery, warehousing, display and Activation of Products as part of the Blackhawk Program, as set forth in Exhibit B, and updated from time to time with at least thirty (30) days prior written or email notice to Safeway.

H. “Blackhawk Program” means the marketing, distribution and/or other programs operated by Blackhawk or its Affiliates, related to Products and Services, as may be amended from time to time or discontinued in whole or in part by Blackhawk in its sole discretion upon at least thirty (30) days prior written notice or email to Safeway.

I. “Cardholder” means a natural or legal person who is in possession of a Product.

J. “Claim” means an action, allegation, cause of action, cease and desist letter, charge, citation, claim, demand, directive, lawsuit or other litigation or proceeding, or notice.

K. “Damages” means assessments, fines, bona fide settlements, costs, damages, expenses (including without limitation reasonable attorneys’ and accountants’ fees, expenses and costs), judgments, liabilities, losses, or penalties, incurred in connection with a Claim.

L. “Debit Cards” shall mean all prepaid stored value re-loadable and non-reloadable debit cards (including without limitation, payroll cards) or other electronic or digital debit payment mechanisms, which are not restricted to use in any particular named retail location, and all products and services relating to the reloading of stored value on such prepaid debit cards.

M. “Distribution Commission” means the commission that Blackhawk receives for standard distribution services relating to the Product. Distribution Commission does not include fees that Blackhawk may receive related to other services it performs e.g., management and administration of the Blackhawk Program or issuance fees.

N. “Gift Card” means branded stored value or branded prepaid cards (including, without limitation, amusement, theme, sports and other

admission tickets) or other electronic or digital debit payment mechanisms, which, when Activated, can be used to purchase Retailers’ services and merchandise.

O. “Losses” is defined in Section 3 of these Terms and Conditions.

P. “Marks” means trademarks, service marks, trade names, designs and logos.

Q. “Party” means either Blackhawk or Safeway, as the context indicates.

R. “Payment Loss” means any loss associated with failure of any customer payment instrument (i.e., returned check, chargebacks, fraud, etc.) for the purchase of Products from the Safeway Store.

S. “Phone Cards and Products” means (i) branded stored value prepaid debit cards or other electronic or digital payment mechanisms that may be used to purchase telecommunications services and (ii) prepaid telecommunications product handsets.

T. “Prepaid Access Rule” means the prepaid access regulations under the Bank Secrecy Act.

U. “Products” has the meaning ascribed in Section 1.1 of the Agreement.

V. “Product Terms and Conditions” means the terms and conditions applicable to the Product as set forth on the Product, a Product carrier and/or the back of the Product (or located as otherwise allowed or required by Applicable Law).

W. “Retailer” means any person or entity that, either directly or indirectly through a Blackhawk-approved third party distributor, participates in the Blackhawk Program; and also shall be deemed to include its Affiliates, directors, officers, employees, agents, contractors and representatives.

X. “Safeway Stores” means the individual Safeway retail outlets participating in the retail sale of Products distributed by Blackhawk as part of the Blackhawk Program (and, as to

obligations vis-à-vis Retailers, limited to such retail outlets as determined by agreement among Blackhawk, Retailer and Safeway as participating in selling the Retailer’s Product). Safeway’s on-line, telephone or other non-physical sales outlets shall be deemed “Safeway Stores” only as determined jointly by individual Retailers and Blackhawk.

Y. “Service Bureau” means, unless Safeway transmits Activation Data directly to Blackhawk, a mutually agreed third party processor engaged by or for Safeway which transfers Activation Data to Blackhawk and/or otherwise assists in the Activation process.

Z. “Services” means the services offered to Safeway by Blackhawk or its Affiliates, described on Exhibit A attached hereto, as updated from time to time by agreement between Blackhawk and Safeway, which agreement shall not be unreasonably withheld.

AA. “Territory” means the United States.

2. Use of Trademarks/Logos.

A. Each Party understands that listing the other as a customer, client, or otherwise, has value, and therefore agrees that each Party will submit to the other Party for such Party’s prior written approval all marketing, advertising, press releases, and all other promotional materials (including, without limitation, sales literature, trade shows, posters, reference lists, or similar public announcements) referencing the other Party and/or the other Party’s Marks, copyrights or other intellectual property rights, before the use or distribution of such materials. For purposes of the foregoing requirement only, when the “other Party” is Blackhawk, the term “other Party” shall be deemed to include Blackhawk’s Affiliates and all Retailers. Similarly, when the “other Party” is Safeway, the term “other Party” shall be deemed to include Safeway’s Affiliates and Safeway Stores. The Party whose approval is sought shall provide written notice of acceptance or rejection within ten (10) business days of receipt of the material. Neither Party shall use or distribute or allow to be used or distributed

any such material unless and until it receives the other Party’s written approval to do so. Approval shall not be unreasonably withheld or delayed.

B. In using the other Party’s Marks, copyrights or other intellectual property rights hereunder, each Party acknowledges and agrees that: (i) the other Party’s Marks, copyrights or other intellectual property rights shall remain the sole property of the other Party; and (ii) nothing in this Agreement shall confer on the Party any title to, right of ownership, or, except to the extent expressly provided for herein, interest in the other Party’s Marks, copyrights or other intellectual property rights. Safeway further acknowledges and agrees that; (i) the Retailers’ Marks, copyrights or other intellectual property rights shall remain the sole property of the respective Retailers; (ii) nothing in this Agreement shall confer on Safeway any title to, right of ownership or, except to the extent expressly provided for herein, interest in the respective Retailers’ Marks, copyrights or other intellectual property rights; and (iii) nothing in this Agreement shall confer on Safeway any title to, right of ownership or, except to the extent expressly provided for herein, interest in the Gift Card display racks or other merchandising or promotional items (“Materials”) provided by Blackhawk to Safeway, all of which Materials shall be deemed, as between Blackhawk and Safeway, to be Blackhawk’s property.

C. Notwithstanding Section 2 A above, Safeway hereby grants to Blackhawk, for the term of this Agreement, a non-exclusive, worldwide, royalty free license to use, host, display, reproduce, transmit, and digitally perform any advertisements submitted to Blackhawk by or for or on behalf of any Safeway Store, including without limitation all content, trademarks, service marks, trade names and logos contained therein, solely for the purpose of Blackhawk fulfilling its obligations under this Agreement.

D. Safeway shall treat Retailer Marks, copyrights or other intellectual property rights

as though Retailer were a Party for purposes of Sections 2.A. and 2.B. of this Exhibit C.

3. Loss Prevention and Risk of Loss. Promptly upon a Party having actual knowledge of any loss, theft or damage of Products, unauthorized issuance or attempted issuance of Products, or any unauthorized or fraudulently Activated Products or attempts to fraudulently Activate Products or to Activate Products without authorization, it shall notify the other Party thereof, along with any related pertinent information. In connection with receipt of such notice, the Parties will promptly cooperate to investigate the foregoing and to mitigate any loss, liability, cost or expense therefrom (such as by using commercially reasonable efforts to de-Activate the related Products as to any unused balance on the affected Products). As between Safeway and Blackhawk, the Parties acknowledge that liability for loss, liability, cost or expense, including damage or destruction, (“Losses”) with respect to the Products is as follows:

A. any Loss of un-Activated Gift Cards, Debit Cards, Phone Cards, Phone Products or Other Cards shall be Blackhawk’s responsibility while they are in Blackhawk’s or its agent’s care, custody and control and until the Products are received by Safeway. Upon Safeway’s receipt and until the foregoing are displayed in accordance with Blackhawk Practices, any Loss shall be Safeway’s responsibility. In furtherance of the foregoing, the Parties acknowledge that Gift Cards, Debit Cards, Phone Cards, Phone Products or Other Cards will be damaged or stolen while on display and that Safeway shall not be responsible for the same, unless such damage or theft is caused by Safeway’s failure to comply with the Blackhawk Practices;

B. any Losses arising from an inaccurate data transmission for Gift Cards, Debit Cards, Phone Cards, Phone Products or Other Cards by Safeway to Blackhawk or the Service Bureau, to the extent resulting from any third party fraudulently accessing Safeway’s computer network, database or system (whether held by such Party or any third party on its behalf) shall be the sole responsibility of

Safeway, except to the extent related to Blackhawk’s breach of this Agreement or Blackhawk’s or the Service Bureau’s fraud, willful misconduct or negligence;

C. any Losses arising from inaccurate data transmission for Gift Cards, Debit Cards, Phone Cards, Phone Products or Other Cards from Blackhawk or the Service Bureau, to the extent resulting from any third party fraudulently accessing Blackhawk’s or Service Bureau’s computer network, database or system (whether held by such Party or any third party on its behalf) shall be the sole responsibility of Blackhawk, except to the extent related to Safeway’s breach of this Agreement or Safeway’s fraud, willful misconduct or negligence; and

D. any Losses associated with failure of any customer payment instrument (i.e., returned check, chargebacks, fraud, etc.) shall be borne solely by Safeway and any such Losses shall not be netted against payments due to Blackhawk hereunder.

4. Refunds/Customer Service. Safeway acknowledges and agrees that each Retailer has the sole authority for all refunds or credits relating to, and offered in connection with, its Products once Activation occurs. If Safeway issues any refund or credit, or cancels any transaction relating to a Product, then, except as may be required under Applicable Law, Safeway acknowledges and agrees that it does so at its sole cost and expense and that Safeway is fully liable for the full and timely payment to Blackhawk of the sale value of the Product less the applicable Safeway Commission[. Each Party shall provide, at such Party’s expense, a customer service contact for the other Party and Safeway Store personnel to assist in resolving customer disputes or addressing customer questions or problems relating to Products.

5. Payments.

A. Suspension of Performance. If any payment due to Blackhawk is not paid within five (5) business days of its due date (or such shorter period as may be required by a Gift

Card Retailer, provided, however, that such period may not be less than two (2) business days), Blackhawk reserves the right to suspend its performance under this Agreement upon two (2) days written notice to Safeway, without cost or penalty to Blackhawk, until full payment is made; provided however, that Blackhawk shall be entitled to suspend this Agreement for the third such event in any calendar year until such time as the Parties reasonably agree on a practice to avoid payment issues.

B. Audit Rights. Blackhawk and Retailer shall have the right, during the term of this Agreement and for a period of one (1) year thereafter, to inspect and audit all Safeway Stores’ records relating to its performance hereunder to ensure compliance with this Agreement. Safeway shall have the same right to inspect and audit Blackhawk’s records relating to its performance hereunder to ensure compliance with this Agreement. Any audit will be conducted not more than one (1) time per year, at mutually agreed upon times, upon reasonable prior written notice, and in a manner so as to minimize any disruption of the audited Party’s normal business activities; provided however, that in the event of an underpayment or overpayment of more than five percent (5%), the foregoing limit of one (1) audit per year shall be expanded to one (1) per calendar quarter. If the audited party is found knowingly not to have complied with its payment obligations hereunder by an amount equal to or exceeding five percent (5%) of such obligations for any calendar month, then the audited party shall reimburse the auditing Party for all reasonable costs associated with the audit. If Blackhawk’s Daily Sales Logs are found to have been overstated by five percent (5%) or more for any calendar month, then Blackhawk shall reimburse Safeway for all reasonable costs associated with the audit. Any overpayment or underpayment revealed by any audit hereunder shall be reimbursed promptly after the completion of such audit.

6. Indemnification.

A. Safeway Indemnification. Safeway agrees to defend, indemnify and hold harmless Blackhawk, Retailers, and their respective Affiliates, officers, directors, agents, and employees from and against any and all third party Claims and Damages arising out of or related to (i) Safeway’s or Safeway Stores’ breach (or, as to defense obligations only, alleged breach) of this Agreement; (ii) Safeway’s or Safeway Stores’ gross negligence, willful misconduct or fraudulent acts or omissions; (iii) Safeway’s or Safeway Stores’ infringement of the rights (including, without limitation, the intellectual property rights, proprietary rights, rights to privacy and rights to publicity) of any person or entity; (iv) Safeway’s or Safeway Stores’ violation of any Applicable Law; (v) Losses arising from inaccurate Product data or Activation Data transmission from Safeway to Blackhawk; and (vi) the infringement of the rights of any person or entity related to the permitted use of Safeway’s Marks or systems owned or operated by or on behalf of Safeway under this Agreement.

B. Blackhawk Indemnification. Blackhawk agrees to defend, indemnify and hold harmless Safeway and its Affiliates, and their respective officers, directors, agents and employees from and against any and all third party Claims and Damages arising out of or related to (i) Blackhawk’s breach (or, as to defense obligations only, alleged breach) of this Agreement; (ii) Blackhawk’s gross negligence, willful misconduct or fraudulent acts or omissions; (iii) Blackhawk’s violation of any Applicable Law; (iv) a claim that the Services provided by Blackhawk infringe the intellectual property rights of any person or entity; (v) Blackhawk’s infringement of the rights (including, without limitation, the intellectual property rights, proprietary rights, rights to privacy and rights to publicity) of any person or entity; and (iv) Losses arising from inaccurate Activation Data transmission from Blackhawk.

C. Retailers’ Indemnification. Blackhawk agrees that it shall use commercially reasonable efforts to contract with Retailers to

either (i) make Safeway a third party beneficiary of the indemnification obligations such Retailers have vis-à-vis Blackhawk in connection with the sale of Products, or (ii) otherwise defend, indemnify and hold harmless Safeway from and against any and all third party Claims and Damages related to, arising from or connected with Retailers’ gross negligence, fraud or willful misconduct in connection with the sale of the Products.

D. Indemnification Procedure. The Party seeking indemnification, as the indemnitee, shall provide the other Party, as the indemnitor, prompt written notice of any third party Claim for which indemnity is sought. If the indemnitor is so notified, the indemnitor shall promptly hire experienced and competent counsel, and will have sole control of the defense and all negotiations for the compromise or settlement of such Claim, and shall pay any Damages in respect of such Claim and reimburse the indemnitee for its reasonable expenses incurred in cooperation with and providing assistance to the indemnitor; provided, however, that the indemnitor may not settle any such Claim without the indemnitee’s consent if the proposed settlement would be in the indemnitee’s name or impose pecuniary or other liability or an admission of fault or guilt on the indemnitee or would require the indemnitee to be bound by an injunction of any kind. Notwithstanding the foregoing, to the extent that such Claim is based on an assertion that the indemnitor’s marketing materials used in the performance of its obligations hereunder, or the indemnitor’s Marks, products, or other intellectual property infringe on any registered patent, copyright or Marks of any non-Party, or the rights to privacy or rights to publicity of any non-Party, the indemnitor shall have the right, at its sole option and expense to procure for the indemnitee the right to continue using such marketing materials, to replace or modify them with non-infringing materials, or to withdraw them from use altogether. Consent to settlement shall not be unreasonably withheld.

7. Limitations of Liability. THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO ANY CLAIM THAT (A) IS SUBJECT TO INDEMNIFICATION UNDER SECTION 6 ABOVE, (B) ARISES OUT OF A BREACH OF CONFIDENTIALITY, OR (C) ARISES OUT OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD: IN NO EVENT SHALL EITHER PARTY, OR RETAILERS, OR THEIR AFFILIATES, BE LIABLE TO ANY PARTY TO THIS AGREEMENT, RETAILERS, OR ANY OF THE AFFILIATES OF ANY OF THEM, OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, FOR (1) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATING TO THIS AGREEMENT; OR (2) ANY DIRECT DAMAGES, OTHER THAN THE PAYMENT OF AMOUNTS DUE BY SAFEWAY UNDER EXHIBIT A, ARISING FROM OR RELATING TO THIS AGREEMENT TO THE EXTENT THAT THE AGGREGATE AMOUNT OF SUCH DAMAGES EXCEEDS THE AGGREGATE AMOUNT ACTUALLY EARNED BY BLACKHAWK HEREUNDER AS COMMISSIONS IN THE TWELVE (12) MONTHS BEFORE THE DATE SUCH CLAIM AROSE.

8. Disclaimers. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, RELATING TO OR ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

9. Confidential Information.

A. For purposes hereof, “Confidential Information” of a Party shall mean the terms of this Agreement and all information or material which (i) gives that Party some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of that Party; or (ii) which is either (A) marked “Confidential,” “Restricted,” or “Proprietary Information” or other similar marking, (B) known by the Parties to be considered confidential and proprietary, whether or not marked as such, or (C) from all the relevant circumstances should reasonably be assumed to be confidential and proprietary, whether or not marked as such. For purposes of this Agreement, Confidential Information of Blackhawk shall also be deemed to include, as between Blackhawk and Safeway, the Confidential Information of each Retailer to which it relates. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving Party; (ii) was previously known to the receiving Party or rightly received by the receiving Party from a third party; or (iii) is independently developed by the receiving Party without reference to information received from the other Party.

B. Unless otherwise provided under this Section, each Party agrees to hold the other Party’s Confidential Information in strict confidence in perpetuity. The Parties agree not to make each other’s Confidential Information available in any form to any person or to use each other’s Confidential Information for any purpose other than the implementation of, and as specified in, this Agreement. Each Party agrees to take all reasonable steps to ensure that Confidential Information of either Party is not disclosed or distributed by its employees, agents or contractors in violation of the provisions of this Agreement. This Section 9 supplements and does not supersede any existing non-disclosure or confidentiality agreements between the Parties.

C. In the event any Confidential Information is required to be disclosed by a receiving Party under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, or by a demand or information request from an executive or administrative agency or other governmental authority, the receiving Party requested or required to disclose such Confidential Information shall, unless prohibited by the terms of a subpoena, order, or demand, promptly notify the disclosing Party of the existence, terms and circumstances surrounding such demand or request, shall consult with the disclosing Party on the advisability of taking legally available steps to resist or narrow such demand or request, and, if disclosure of such Confidential Information is required, shall exercise its reasonable best efforts to narrow the scope of disclosure and obtain an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information. To the extent the receiving Party is prohibited from notifying the disclosing Party of a subpoena, order or demand, by the terms of same, the receiving Party shall exercise its reasonable efforts to narrow the scope of disclosure.

D. Safeway’s Confidential Information shall remain the sole and exclusive property of Safeway, and Blackhawk’s Confidential Information shall remain the sole and exclusive property of Blackhawk or the applicable Retailer, as the case may be.

10. Technology Personnel. Each Party shall designate a person to coordinate the necessary data transmissions for which the Party is responsible hereunder and to work cooperatively with the other Party on resolving technology issues that arise in its performance under this Agreement.

11. Acknowledgement of Blackhawk Practices. The Parties acknowledge and agree that, for purposes of this Agreement, the Blackhawk Practices are each deemed, vis-à-vis each other, to be commercially reasonable and acceptable measures for storing, distributing and selling the Products and to protect against theft, loss, damage or destruction of the Products. The foregoing is

not intended to insulate any Party, or any of their Affiliates, from or against any Claim that it has been negligent in its adherence to the Blackhawk Practices or in any other way related thereto.

12. Assignment. Neither Party may transfer or assign this Agreement or its obligations under this Agreement, in whole or in part, without the prior written consent of the other Party; provided, however, that either Party, upon not less than thirty (30) days prior written notice to the other Party, may assign this Agreement in whole (but not in part) to any Affiliate of such Party. Notwithstanding the forgoing, if any proposed assignee or transferee (even an Affiliate) is a direct competitor of the other Party or any of its Affiliates, then the other Party may elect to terminate this Agreement without liability on thirty (30) days written notice after receipt of the assigning party’s notice of assignment. In the event that Blackhawk terminates this Agreement pursuant to the foregoing sentence, the exclusivity provisions of Section 1.4 of the body of the Agreement shall continue to bind Safeway and its Affiliates for the remainder of what would have been the then current term in the absence of such termination. A merger, consolidation, reorganization, sale or similar transaction involving all or substantially all of the assets of a Party or a change of control of one of the Parties or any successor thereto, shall be deemed an assignment. Any purported assignment in violation of this Section shall be null and void.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to the conflict of law principles thereof.

14. Dispute Resolution. Any controversy or claim arising out of or in any way connected with this Agreement or the alleged breach thereof shall be resolved by one arbitrator, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect in San Francisco, California and shall be held in the San Francisco Bay Area. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Costs of AAA will be shared equally by both parties.

15. Force Majeure. Neither Party shall be liable to the other Party for any delay or failure in performance under this Agreement arising out of a cause beyond its control and without its fault or negligence. Such causes may include, but are not limited to fires, floods, earthquakes, strikes or other labor disturbances, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters. However, the foregoing shall not excuse a Party from (i) using commercially reasonable efforts to safeguard its systems, data or facilities, (ii) using commercially reasonable efforts to prevent computer network or system security breaches, (iii) the release of Confidential Information in violation of Section 9 of this Exhibit C, or (iv) Losses due to fraudulent activity.

16. Severability and Waiver. If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be binding upon the Parties and shall be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in this Agreement.

The failure of either Party to insist upon strict performance of any of the provisions contained in this Agreement shall in no way constitute a waiver of its rights, at law or in equity, or a waiver of any other provisions of this Agreement or subsequent default by the other Party in the performance of or compliance with any of the terms and conditions set forth in this Agreement.

17. Third Party Beneficiaries. No consumer nor Service Bureau nor any other third party, other than each Retailer and Blackhawk’s, Retailer’s and Safeway’s Affiliates, is a third-party beneficiary to this Agreement. Safeway shall be responsible for the representations, warranties, acts and omissions of the Safeway Stores as if such representations, warranties, acts and omissions were those of Safeway under this Agreement.

18. Independent Contractor. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership, or an agency relationship between the Parties. Neither Party has the authority, without the other Party’s prior written approval, to bind or commit the other Party in any way.