TERMS OF USE

SCHNEIDATHON LIMITED: SCHNEIDATHON MOBILE APPLICATION SOFTWARE

27.3.17 / TERMS OF USE

Welcome to Schneidathon. PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SITES, OR DOWNLOADING OR STREAMING THE APP OR ANY SERVICES. These terms of use, together with the agreements and policies described and accessed via the links below (and any additional terms and policies incorporated by reference therein) (as each may be amended from time to time) (together “Terms of Use”) apply to your use of the Site, the App and any Services. The additional agreements and policies which are incorporated in these Terms of Use and with which you agree when you access or use the Site, download or stream the App and/or obtain any Services, are as follows:

Operating System Requirements The App requires a smartphone Apple iPhone4 or an Android device with a minimum of 512 MB RAM of memory, Internet access and the iOs7+ or Android 2.3.3+ operating system. GPS components add further functionality to the App. Important Notice By accessing or using any Site, downloading or streaming the App, ordering any Services, opening an Account, and/or by clicking on the “I Accept” button below, you agree to these Terms of Use which will bind you. The Terms of Use include, in particular, the Privacy Policy and limitations on our liability in Clause 8 . If you do not agree to these Terms of Use, we will not license the App to you or allow you to use any Site or any Service, and you must stop the downloading or streaming process now. As a consumer, you have the right to withdraw from your transaction without charge and without any reason before downloading or streaming the App or any Service. However, you will lose the right to cancel the transaction once you being to download or stream the App or Service. This does not affect your consumer rights for an App or Service that is defective. 1 Definitions In order to make these Terms of Use easier to read and understand, we have defined certain terms. Where you see any of the following terms used in these Terms of Use, they have the following meanings: “Account” means an account opened and maintained pursuant to these Terms of Use to enable you to access and use certain Services; “App” means the Schneidathon mobile application software hosted on the App Site; “App Site” means our website, www.schopp.co.uk and any subsequent URL which may replace it; “Brand Guidelines” means the brand guidelines issued by us from time to time which depict the IP Property and set out our requirements for use of the Trade Marks, which can be found here “Content” means any material from time to time submitted by you to us via the Sites or resulting from the order or provision of any Services or otherwise associated with any Interactive Service including (without limitation) any postings, messages, emails or other communications, and any other text, comments, information, data, location information, graphics, photograph, image, “shouts”, audio or visual material, and interactive features, in each case in whatever medium or form and including (without limitation) Content added to a Service in connection with a User linking his Account to third party websites or services; “Content Standards” means the Content standards set out in our Acceptable Use Policy ; “Device” means a mobile telephone or handheld device; “Intellectual Property Rights” means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including without limitation, copyright, confidential information, patents, patentable rights, rights in know-how, database rights, trade marks, service marks, logos, URLs, domain names and design rights; “Interactive Service” has the meaning given in our Acceptable Use Policy “IP Property” means together the Name, Logo and Trade Marks; “Logo” means any logo owned and used by us from time to time including those described here “Merchant” means any third party which offers any promotions or rewards via the App and with whom a User can connect via the App in order to communicate directly with that third party and/or take advantage of those promotions or rewards; “Name” means the name “Schneidathon” (including the goodwill and reputation subsisting therein throughout the world); “Notice of Infringement” has the meaning given in our Intellectual Property Rights Policy “Notice of Unlawful Activity” has the meaning given in our Intellectual Property Rights Policy “Personal Data” means any personal information which we collect from you or that you provide to us including (without limitation) the personal information described in our Privacy Policy that constitutes personal data within the meaning of the Data Protection Act 1998 (as amended from time to time and including such other legislation which enacts or consolidates it with or without modification); “Schneidathon / We / Us” means Schneidathon Limited; “Services” means any of the services provided, offered to be provided or otherwise accessible through the Sites from time to time (including, without limitation, any services offered or performed by us (or on our behalf), any applications or widgets offered by us or downloaded by you, and any other features, content, or materials from time to time displayed or performed, including the storage and display of all Content); “Sites” means together the App Site and the App (once you have downloaded or streamed a copy of it onto your Device); “Terms of Use” has the meaning given in the introductory section hereof; “Trade Marks” means the trade marks SCHNEIDATHON, SCHNAP AND TAG, SCHNAP & TAG, and SCHOPP (which are the subject of UK trade mark application numbers 3044188, 3044183 and 3044193 respectively)(and any registered trade marks resulting therefrom); “Users” means the users of the Sites and Services collectively including (without limitation) users who are contributors of Content, users of Services, venues which access Services and users who have an Account or otherwise open or maintain a page on a Service; and “You” means any User of any Site or Service. 2 Information about Us 2.1 The Sites are owned and operated by or on behalf of Schneidathon Limited. We are a limited company registered in England and Wales under company registration number 08418773 with our registered office and main service address at Dukes Court, 32 Duke St, St James’s, London SW1Y 6DF. Our VAT number is 181 9598 58. 2.2 If you want to ask anything about these Terms of Use or have any comments or complaints about the Sites or Services, please email us at support@schopp.co.uk Alternatively, please write to us at our registered office and main service address. 3 Changes to the Sites, Services and these Terms of Use 3.1 We reserve the right at any time to: 3.1.1 Modify or withdraw the Sites or Services (or any part of either of the foregoing) without notice to you and we shall not be liable to you for any such modification or withdrawal; and/or 3.1.2 Change these Terms of Use from time to time by amending this page and (where we deem appropriate) by notifying you on-screen when you next start the App, log into your Account or request a Service, and you may be required to read and accept the new terms
in order to continue with your use of the Sites or Services. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Some of the provisions contained in these Terms of Use may also be superseded by provisions or notices published elsewhere on the Sites. 3.2 From time to time updates to the App or Services may be issued through app stores (whose details are displayed on the App Site). Depending on the update, you may not be able to use the Services until you have downloaded or streamed the latest version of the App and accepted any new terms. 4 Use of the Sites, Services and your Account 4.1 General use of the Sites and Services 4.1.1 We provide via the App the facility for Users to capture, share and reward their shopping experiences. You can learn more about the facility and the functionality of the App and the Services we provide by clicking here 4.1.2 Whilst we recognise that the Sites and Services are accessible on a worldwide basis, English law applies to these Terms of Use. You should note however that you must comply with all applicable laws and regulations of the country in which you are resident and in which the App is downloaded and/or any of the Services performed. We will not be liable for any breach by you of any such laws. 4.1.3 By accessing or using the Sites (including without limitation) downloading or accessing the App and/or requesting the provision of any Service, or by opening an Account, you warrant that: (a) you are legally capable of entering into binding contracts; (b) you are at least 18 years old; and (c) any personal information which you are required to provide when you register and open an Account or otherwise access any Service, is true, accurate, current and complete in all respects. 4.1.4 You will be assumed to have obtained permission from the owners of the Device that are controlled, but not owned, by you to download or stream a copy of the App onto that Device. You and they may be charged by your and their service providers for internet access on the Device. You accept responsibility in accordance with these Terms of Use for the use of the App or any Service on or in relation to any Device, whether or not it is owned by you. 4.2 Opening and using an Account 4.2.1 In order to access certain Services, you will need to open an Account by completing and submitting a registration form to us. You will have to provide your email address and a password which we will use in order to verify your identity if you wish to access your Account. We will use and store these details, along with any other Personal Data you may supply to us from time to time in accordance with our Privacy Policy 4.2.2 You shall not, in the registration of an Account, use or attempt to use a user name that is in breach of our Content Standards 4.2.3 You must keep your password secure and confidential at all times, and you must restrict access to your Device to prevent unauthorised access to your Account. We may rely on any use of the Sites or any Service with your email and password (or such other account details which we may from time to time issue to you) as being authorised by you. Please inform us immediately if you have any reason to believe that your password or any such account details have become known to anyone else or if they are being, or are likely to be, used in an unauthorised manner. 4.2.4 There is no charge for opening an Account with us and (unless otherwise stated) we do not charge for any Services which you request us to supply to you (whether via an Account or otherwise). 4.2.5 When you submit a registration form to us for an Account, we will send a welcome email to the email address you provided. This will include an activation link. You must click on the activation link, at which point your Account will be activated. From this time, and unless and until your Account is terminated, you will be entitled, subject to any restrictions contained in these Terms of Use (including without limitation our Acceptable Use Policy) to upload and/or post any Content to or on the App and to request certain Services to be supplied by us. 4.3 Content Standards We are committed to ensuring that our Sites and the Services we provide remain fun and safe for our Users. Our Sites and Services rely on Users making or uploading Content. By using the Sites, downloading or streaming the App, opening and maintaining an Account, and/or accessing or requesting the provision of any Service, you warrant that you will use the Sites, the App and the Services at all times in compliance with our Acceptable Use Policy. Please therefore ensure that you read this Policy. 4.4 Termination of your Account 4.4.1 We reserve the right to terminate your Account, your access to the Sites, and the provision or use of any Service, by written notice to you if: (a) you commit a material or persistent breach of these Terms of Use which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; or (b) without limiting the generality of clause 4.4.1(a), if:

  • you register for an Account using a non-existent email address or provide us at any time with any personal information which is untrue, inaccurate or incomplete; or

  • your Account is inactive for a consecutive period of 365 days or more; or

  • you breach any of these Terms of Use or any other policies or guidelines we may set forth from time to time elsewhere on the Sites including, without limitation, our Acceptable Use Policy or our Brand Guidelines or

  • you engage in any conduct which we believe, in our sole discretion, to be harmful to our business or to other Users; or

  • any Content which you submit or upload is the subject of any Notice of Infringement or Notice of Unlawful Activity; or

  • if we decide to sell our business or assets to a third party.

4.4.2 You may terminate your Account by clicking on the “delete account” link on the settings page of your Account. 4.4.3 In the event of termination for any reason: (a) all rights granted to you under these Terms of Use shall cease (including, without limitation, the licence granted pursuant to clause 7.3 and the linking rights granted pursuant to clause 9.1);(b) you must immediately cease all activities authorised by these Terms of Use, including your use of any Services; (c) you must immediately delete or remove the App from all Devices and immediately destroy all copies of the App then in your possession, custody or control and certify to us that you have done so; (d) we may remotely access the Devices and remove the App from all of them and cease providing you with access to the Services, de-activate any hyperlink through which we may from time to time have given you access to your Account and/or permanently remove and discard any Content (whether the same is contained within any Service or otherwise stored on the Sites); and (e) without limitation to the foregoing, we will remove from the Sites and delete from our databases, your Personal Data (including your user profile, personal details, Content you uploaded, details of any promotional offers or rewards you requested or redeemed with Merchants, log information and information relating to your Device. 4.4.4 You acknowledge and agree that in the event of termination of your Account (or any request made by you to remove or delete Content): (a) we may keep back-up copies of such Content for up to 90 (ninety) days but shall not (after receipt of your request) allow such Content to be displayed or shared publicly); and (b) such Content may remain with Users who have previously accessed or downloaded the same. 5 Requesting Services 5.1 The App and each Service is offered and provided subject to its description on the Sites. We have taken every care in the preparation of the content of the Sites to ensure that as far as reasonably possible, the details, and descriptions are correct at the time when the relevant information was uploaded onto the Sites. 5.2 However, please be aware that the App offers a platform via which the User can connect with Merchants. We have no control over the offers, promotions and rewards offered, displayed, administered or redeemed by Merchants (which may be date stamped to allow their automatic removal from an Account if expired or redeemed). We do not endorse and are not in any way responsible for (and subject to clause 8, will not be liable to you in respect of) any such offers, promotions or rewards or the content, description or validity thereof, their fulfilment or redemption, or their automatic removal from your Account as aforesaid. If you connect via the App with a Merchant, you may be subject to the terms and conditions imposed by that Merchant, which will govern your contractual relationship with that Merchant and any offer, promotion or reward which you request or redeem with that Merchant (including, without limitation, the validity period for any such offer, promotion or reward). You should ensure that you agree to those terms before connecting with a Merchant, or requesting or redeeming any such offer, promotion or reward. You can, at any time via the App, disconnect with a Merchant by following the on-screen instructions to do so. 5.3 We do not charge for the App or any Services which you request us to supply to you (whether via an Account or otherwise). However, a Merchant may impose its own charges over which we have no control. You must contact the relevant Merchant if you have any difficulties or issues regarding a reward or its redemption. 5.4 You will be guided through the process of downloading or streaming the App or requesting a Service by a series of simple instructions which will appear on-screen when you use the App Site or App (as appropriate). You can review and edit any choices you have made during this process by following the instructions on-screen. You place the order for the App or Services by clicking on the “submit” icon at the end of this process. 5.5 We will acknowledge your order on-screen as soon as you have completed the order process. Please note that this does not mean that we have accepted your order, which will only take place once we have accepted your order on-screen. Your request for the App or any Services will be performed immediately upon acceptance by us of your request. 5.6 As a consumer, you have the right to withdraw from your transaction without charge and without any reason before downloading or streaming the App or any Service. However, you will lose the right to cancel the transaction once you begin to download or stream the App or the Service. This does not affect your consumer rights for an App or Service that is defective. 5.7 The contract between you and us will be concluded in English. The details of your specific contract will not be filed by us. 6 Your Personal Information. We are committed to protecting your privacy. Our Privacy Policy sets out how we will use your Personal Data (including data we obtain about you through our use of cookies (if any) and/or other similar technologies). When you submit your Personal Data to us, you are giving your consent to the collection, use and disclosure of your Personal Data as set forth in our Privacy Policy 7 Ownership of Intellectual Property Rights 7.1 What you own and what you allow us to do 7.1.1 As between us and you, and except as set out in clause 7.2, you own all rights, title and interest (including all Intellectual Property Rights) in and to any Content. 7.1.2 You should be aware that you may not use, reproduce, distribute or display material which is subject to copyright or other Intellectual Property Rights without the permission of the rights-owner. The ability to access images, text, music or other material provided on websites does not give you any right to use any such materials as you wish. Only the owner of the copyright or other Intellectual Property Rights in any such materials (or a person authorised by him) can give you permission to use, copy, distribute or display such protected materials. 7.1.3 Without limiting clause 7.1.2, you should therefore ensure that except for the IP Property, and any text, music, images or other materials which we may make available on this App for your use in accordance with clause 7.2, you either own or have the free right to use, copy, distribute or display, and upload or submit to or on the Sites, all materials included in any Content including (without limitation) music, photos and text, and to incorporate the same into any Services. This includes having the consent or permission of each identifiable person appearing in any photo which you submit or upload as Content to the use of their image in this manner. 7.1.4 You represent and warrant to us that:- (a) you are the owner of all Intellectual Property Rights in and to any Content or that you have the express written permission from the owner of such Intellectual Property Rights to submit such Content to us and to allow us to use the same for the purpose of providing any Service relating to or incorporating such Content to you; and (b) you have obtained the express written consent or permission of each identifiable person in the Content to use the name or photograph of such person (to the extent each is implicated by the Content) as part of the Content, and to allow us to use the same for the purpose of providing any Service relating to or incorporating such name or photograph. 7.1.5 You hereby grant to us a perpetual, irrevocable, worldwide, transferable, sub-licensable, non-exclusive, royalty-free licence to use in any way any Content which you submit to us via the Sites (including without limitation to copy, display, modify, transmit, make derivative works of, promote and distribute (in any media formats and through any media channels including, without limitation, third party websites, platforms and feeds) any such Content) for the purpose of administering the App and/or providing any Service to you or to other Users, and to allow others to do any of the foregoing in connection with their own websites, media platforms and applications. 7.2 What we own and what we allow you to do 7.2.1 As between us and you: (a) we own or have the right to use all rights, title and interest (including all Intellectual Property Rights) in and to the Sites and Services, all material contained in any of the foregoing, all software programs (in object and source code form) which are comprised in the Sites or which are otherwise used in the provision of any Services, and all other technology used or supported by the App, Sites or any Services, including without limitation in and to any text, fonts, photographs and other images, designs and music, but (subject to clause 7.1) excluding any rights, title and interest (including all Intellectual Property Rights) in and to any Content; and (b) without limiting the generality of clause 7.2.1(a), all trade marks included on the Sites belong to us or our third party licensors and partners. The Trade Marks (as defined) are trade-marks which belong to us. - SCHNEIDATHON - SCHNAPP AND TAG - SCHOPP 7.2.2 In consideration of you agreeing to abide by these Terms of Use, we grant you a non-transferable, non-exclusive licence to use the App on the Devices, subject to these Terms of Use (including, without limitation, all agreements and policies incorporated in them). 7.2.3 You may download or stream a copy of the App onto your Device and view, use and display the App on your Device for your personal purposes only. 7.2.4 You acknowledge that you have no right to have access to the Site, the App or any Service in source-code form. 7.2.5 Except as expressly set out in these Terms of Use or as permitted by any local law, you agree: (a) not to copy the App, Sites or any Service except where such copying is incidental to normal use thereof, or where it is necessary for the purpose of back-up or operational security; (b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App, Sites or any Service; (c) not in any way to alter or modify the whole or any part of the App, Sites or any Service or permit any of the foregoing to be combined with, or become incorporated in, any other programs; (d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App, Sites or any Service or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App, Sites or any Service with another software program, and provided that the information obtained by you during such activities:

  • is used only for the purpose of achieving inter-operability of the App, Sites or Service with another software program;

  • is not unnecessarily disclosed or communicated without our prior written consent to any third party; and

  • is not used to create any software that is substantially similar to the App, Sites or any Service;

7.2.6 To keep all copies of the Sites, App and Services secure and to maintain accurate and up to date records of the number and locations of all copies of the App 7.2.7 To include our copyright, trade mark or other intellectual property notices on all entire and partial copies you make of the Sites, App and Services on any medium, and not to remove any such notice from any material contained in any Service; 7.2.8 Not to provide or otherwise make available the Site, App or Services in whole or in part (including object and source code), in any form to any person without prior written consent from us; and 7.2.9 To comply with all technology control or export laws and regulations that apply to the technology used or supported by the Sites, App or any Service. 7.3 Licence of IP Property 7.3.1 In consideration of you agreeing to abide by these Terms of Use, we grant you a non-transferable, non-exclusive licence to use the IP Property in accordance with this clause 7.3. 7.3.2 Use of the IP Property pursuant to clauses 7.3.1 and 9.1 shall be limited to use in the promotion and advertising of the App, the Services, and Schneidathon’s business (including in order to allow the download or streaming of the App). We agree and consent to use and reproduction by you or on your behalf, of the IP Property by all or any means and in all or any form of media (including, without limitation, in print, television, email, banners, brochures, point of sale material and outdoor publication) throughout the world for the purposes of promotion and advertising of the App, the Services and Schneidathon’s business, provided that you shall ensure that all such uses shall conform with this clause 7.3 including (without limitation) the Brand Guidelines. 7.3.3 We also allow the use of electronic linking to the Sites pursuant to clause 9.1 of the Terms of Use 7.3.4 Use of the IP Property pursuant to clauses 7.3.1 and 9.1 shall not include use in any form in connection with the advertising, promotion or sale of your own business, products or services, or those of any third party. 7.3.5 You acknowledge and agree that: (a) we are the owner of all rights in the IP Property and (except as provided in these Terms of Use) you shall have no rights in respect of the IP Property, the Intellectual Property Rights therein, or any goodwill associated therewith, and you hereby acknowledge that you shall not acquire any rights in respect thereof and that all such rights and goodwill are and shall remain vested in us. To the extent that any goodwill associated with the IP Property accruing out of or by reason of use by you or on your behalf is held by you it shall be held by you as bare trustee for our benefit and you shall on demand do all such acts and execute all such documents as may be necessary to confirm our ownership of the same; (b) we are the owner of all rights of a commercial nature connected with our business (including all licensing and advertising rights), and that you will not be entitled to exploit or enter into any commercial or other agreement to exploit any of those commercial rights; (c) you shall not be entitled to exercise the rights granted to you pursuant to clauses 7.3 or 9.1 in any manner which suggests any endorsement by us of your business, products or services, or those of any third party; (d) you shall not misrepresent the relationship between us and you nor present any other false information about us; and (e) you shall not:

  • display or use an electronic link in a manner that causes the Sites (or any portion of their content) to display within a frame, be associated with any advertising or sponsorship not part of the Sites or otherwise incorporate the content of the Sites into any third party application or website; or

  • display or use an inline link to any information file contained in the Sites; or

  • alter, block or otherwise prevent display of any content of the Sites; or

  • link to the Sites through any other URL or mirrored websites; or

  • link to the Sites if your application or website may reasonably be considered to be obscene, defamatory, harassing, offensive or malicious, or if your application or website infringes any third party rights or otherwise does not comply with all applicable laws or regulations.

7.3.6 You warrant, undertake and represent that: (a) any marketing, advertising or promotional activities you undertake under or by reference to any of the IP Property shall in no way reduce or diminish the reputation, image and prestige of the IP Property and that such activities shall be undertaken in a tasteful manner and of a high standard of presentation appearance and display; (b) you will not use (or allow a third party to use) the IP Property in any way which might prejudice its distinctiveness or validity or the goodwill of Schneidathon therein; (c) you will abide by any regulations or practices in force or use (as we may notify to you) in order to safeguard our rights in the IP Property; and (d) you will not use any part of the IP Property for any purpose not authorised hereunder. 7.3.7 All rights not expressly granted to Users under these Terms of Use are reserved to Schneidathon. 8 Our liability to you 8.1 Your use of the App Site 8.1.1 We have taken every care in the preparation of the content of the App Site, in particular to ensure that as far as reasonably possible all information provided is correct at the time of inclusion. However, we cannot guarantee the accuracy of such information or that it will be up to date at all times. 8.1.2 The App Site is provided on an “as is” and “as available” basis without any representation or endorsement made and (save as expressly set out in these Terms of Use) we make no warranties of any kind, whether express or implied, in relation to either of them including (without limitation) implied warranties of non-infringement, compatibility, security, accuracy, or conditions of completeness. Save as expressly set out in these Terms of Use, we make no warranty that the App Site will meet your requirements or will be uninterrupted, timely or error-free, or that defects will be corrected. Whilst steps have been taken to ensure that they are free from viruses, no warranty is given in this regard and you are responsible for ensuring that you have appropriate virus checking software. We do not accept any responsibility for and, to the fullest extent permitted by law, exclude any liability for, any loss or damage whatsoever arising out of or related to any use of, inability to use, or reliance on, the Sites or any information provided on or from either of them. 8.2 Our liability to you if you are a business User 8.2.1 You acknowledge that the App, App Site and Services have not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the same as described therein meet your requirements. 8.2.2 If you are a business User, we only supply the App, App Site and Services for internal use by your business, and you agree not to use the same for any resale purpose. 8.2.3 Subject to clause 8.2.5, we shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence or breach of statutory duty) or otherwise arising under or in connection with these Terms of Use for: (a) loss of profits, sales, business or revenue; (b) business interruption; (c) loss of anticipated savings; (d) loss or corruption of data or information; (e) loss of business opportunity, goodwill or reputation; or (f) any indirect or consequential loss or damage. 8.2.4 Subject to clause 100. 8.2.5 The limitation on our liability set out in this clause 8.2 does not exclude or limit in any way our liability: (a) for death or personal injury caused by our negligence; (b) for fraud or fraudulent misrepresentation; or (c) for any matter for which it would be illegal for us to exclude or attempt to exclude our liability. 8.2.6 Clauses 8.1 and 8.2 set out the full extent of our obligations and liabilities in respect of any breach of these Terms of Use and of the supply of the App, App Site and any Service. Except as expressly stated in these Terms of Use, there are no conditions, warranties, representations or other terms, express or implied that are binding on us. Any condition, warranty, representation or other term concerning the supply of the App, App Site and any Service which might otherwise be implied into or incorporated in these Terms of Use whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law. 8.3 Our liability to you if you are a consumer User 8.3.1 You acknowledge that the App, App Site and Services have not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the same as described therein meet your requirements. 8.3.2 If you are a consumer, we only supply the App, App Site and Services for domestic and private use. You agree not to use the App, App Site and Services for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption or loss of business opportunity. 8.3.3 Subject to clause 8.3.5, we are only responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms of Use or our negligence up to the limit specified in clause 8.3.3 but we are not responsible for any unforeseeable loss or damage. Loss or damage is foreseeable if it is an obvious consequence of our breach or if they were contemplated by you and us at the time you accepted these Terms of Use. 8.3.4 Subject to clause 8.3.5, our maximum aggregate liability under or in connection with these Terms of Use (including your use of the App, App Site and any Service) whether in contract, tort (including negligence or breach of statutory duty) or otherwise, shall in all circumstances be limited to £100. 8.3.5 The limitation on our liability set out in this clause 8.3 does not exclude or limit in any way our liability: (a) for death or personal injury caused by our negligence; (b) for fraud or fraudulent misrepresentation; or (c) for any matter for which it would be illegal for us to exclude or attempt to exclude our liability. 9 Third Party Links 9.1 Links to the Sites 9.1.1 We allow electronic links to the Sites from other applications or websites, subject to clauses 7.3 and 9.1. 9.1.2 All rights in the IP Property, in all parts of the world, are vested in us. By linking to the Sites, you acknowledge this. 9.1.3 We reserve the right on demand and as we in our discretion think fit, to direct you to remove any links to any Site, or to any part of the IP Property, from your application or website. 9.1.4 You will comply at all times with the Brand Guidelines, and (without limiting the foregoing) with any such direction that we may give in relation to the placing of the Name, Logo or any Trade Mark, and links on your applications or websites. 9.1.5 Without prejudice to our authority under clauses 9.1.3 and 9.1.4, you will not link to any Site or refer to the Name, Logo or Trade Marks, from any website which is indecent or inappropriate or in any other way incompatible with our reputation. 9.2 Links to third party applications, websites and resources 9.2.1 The Sites may from time to time provide links to third party applications, websites or resources (including those of Merchants) for you to access at your sole discretion. Please not
e that the content of a third party application, website or resource may be subject to terms and conditions imposed by the owner of that content which you should review before interacting via such website, application or resource, or providing such third parties with information about yourself. We do not endorse or accept any responsibility for the content of any third party applications, websites and/or resources. 10 Transfer of Rights and Obligations The contract between you and us is binding on you and us and on our respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of a contract, or any of your rights or obligations arising under it, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of a contract, or any of our rights or obligations arising under it, at any time during the term of the contract. 11 Events Outside Our Control We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract that is caused by events outside our reasonable control (“Force Majeure Event”). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following: 11.1 Strikes, lock-outs or other industrial action; 11.2 Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; 11.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; 11.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; 11.5 Impossibility of the use of public or private telecommunications networks; and 11.6 The acts, decrees, legislation, regulations or restrictions of any government. Our performance under any contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the contract may be performed despite the Force Majeure Event. 12 Waiver If we fail, at any time during the term of a contract, to insist upon strict performance of any of your obligations under the contract or any of these Terms of Use, or if we fail to exercise any of the rights or remedies to which we are entitled under these Terms of Use, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these Terms of Use shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing. 13 Severability If any of these Terms of Use or any provisions of a contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law. 14 Entire Agreement These Terms of Use and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing. We each acknowledge that, in entering into a contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such contract except as expressly stated in these terms and conditions. 15 Third Party Rights A person who is not a party to these Terms of Use shall have no right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of these Terms of Use. 16 Law and Jurisdiction 16.1 These Terms of Use and any other legal notices contained from time to time on the Sites or via any Service and all issues arising from any of the foregoing are governed by English law. 16.2 The English courts will have exclusive jurisdiction over any claim or matter arising from, or related to, the access, use or downloading of the Sites or any Service, and over any claim or matter arising under or in connection with these Terms of Use or any contract entered into with you pursuant to these Terms of Use, provided that nothing in this clause 16.2 shall limit our right to take proceedings against you in any other court of competent jurisdiction.

SIMPLE, POSITIVE, GOOD

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