Terms and Conditions

TERMS OF USE OF THE *SHOPT APP

INTRODUCTION

1.1 Welcome to “*Shopt” which is provided to you by CPM United Kingdom Limited (“CPM”, “us”, “we” or “our”). Our registered office is at Bankside 3, 90 – 100 Southwark Street, London, England, SE1 0SW and our registered number is 01757157. 1.2 Please read these Terms of Use (“Terms”) carefully. They set out the basis on which you, acting on behalf of a convenience retailer (“Retailer”), may use our *Shopt mobile app including the services and products made available through the App (“App”). 1.3 By using the App you confirm to CPM that you have all necessary authority to enter into these Terms, perform the obligations and exercise the rights under these Terms, on behalf of the relevant Retailer. For convenience, references in these Terms to “you” and “your” shall mean you on behalf of the relevant Retailer (unless the context requires otherwise). 1.4 In addition to these Terms, your use of the App may also be subject to other terms and conditions and policies which are referred to below. 1.5 We aim to provide an excellent user experience when you use the App. If you have any questions or queries about the App or these Terms we would be delighted to help. Please contact us by sending an email to Hello@shopt.co.uk

2 . ACCEPTANCE OF OUR TERMS

2.1 In order for us to provide the App to you, you must agree to be bound by these Terms. By using the App, you agree, on behalf of the Retailer, to accept and be bound by these Terms. If you do not agree to accept these Terms you must not use the App. These Terms govern the provision and use of the App and will form a legally binding contract between CPM and the Retailer. 2.2 We recommend that you review these Terms each time you use the App and print a copy of them for your future reference.

3.  CPM’S RIGHT TO AMEND THESE TERMS

3.1 CPM reserves the right to change these Terms at any time including to reflect changes affecting the App, our technology, licensing arrangements and payment methods, and relevant laws and/or regulatory requirements. 3.2 Any changes to the Terms will be notified to you via the App and/or via email. You are responsible for regularly reviewing these Terms so that you are aware of any changes. Your continued use of the App after any such changes constitutes your acceptance of the new Terms. If you do not agree to (or cannot comply with) the Terms as amended, please do not use the App.

4. USING THE APP

4.1 Your use of the App will be subject to the technical version requirements published on the platform from which you download the App. If your Device does not meet those requirements you will not be able to download or use the App. 4.2 Depending on the version of the App you have downloaded, your use of the App shall also be governed by Apple or Google Android’s Terms and Conditions and Privacy Policies (“Platform Terms”). If there is any conflict between these Terms and the Platform Terms these Terms will prevail. 4.3 We grant you a non-exclusive, non-transferable, revocable licence to use the App in your day to day business as a Retailer and only on an Apple or Android device (“Device”) as permitted by the applicable Platform Terms and these Terms. 4.4 All rights in the App are reserved by CPM and its licensors. 4.5 You are responsible for ensuring that a) all persons accessing our App on your Device comply with these Terms and b) all staff of the Retailer who are involved in the Brand Engagement comply with the Brand Engagement Terms. 4.6 You acknowledge that your agreement with your mobile network provider (“Mobile Provider”) will also apply to your use of the App. You also acknowledge that you (or your Retailer) may be charged by the Mobile Provider for data services or any other third party charges as may arise while using certain features of the App and you accept responsibility for such charges. If you are not the bill payer for the Device being used to access the App, we will assume that you have received permission to use the App from the bill payer.

5.  ACCOUNT REGISTRATION

5.1 To use the App, you will be required to register using an email address and creating a password. As part of the registration process you will be required to create an account (“Your App Account”) and as part of that process you will be required to provide us with your business name, contact details and bank details. 5.2 By registering and using the App, you represent that you have provided us with accurate and truthful information during the registration process. 5.3 You are responsible for maintaining the confidentiality of the email address and password associated with Your App Account. You agree that we will be entitled to assume that any person logging into the App or using the App using your email address and password is either you or someone doing so with your permission. You are responsible for any use of the App under your email address and password, including all financial charges and legal liability. We recommend that you change your password from time to time to assist with security. 5.4 If you believe someone has accessed the App using your email and password without your authorisation, it is your responsibility to set up a new password. You agree to immediately notify us of any unauthorised use of your password or email or any other breach of security.

6 YOUR USE OF THE APP

6.1 You shall not: (a) interfere with, or disrupt, the App or any servers or networks connected to the App, including by transmitting any worms, viruses, malware, spyware or any other code of a destructive, malicious or disruptive nature; (b) inject content or code or otherwise alter or interfere with the way any page of the App is rendered or displayed in a user’s browser or device; (c) access the App via a means not authorised in writing in advance by CPM, including but not limited to, automated devices, scripts, bots, spiders, crawlers or scrapers (except for standard search engine technologies); (d) attempt to restrict another user of the App from using or enjoying the App and you must not encourage or facilitate the breach of these Terms by others; (e) use the App for any illegal or unauthorised purpose; and/or (f) do or permit to be done, anything that would or is likely to defame or adversely affect the name, image, or reputation of CPM and/or a brand to which a Brand Engagement relates and/or its or their goodwill, business names, and/or trademarks. 6.2 If you have a complaint against CPM or a brand to which a Brand Engagement relates, you shall contact CPM in the first instance by sending an email to help@shopt.co.uk. We shall use reasonable endeavours to address any such complaint. 6.3 You agree not to make any claim or demand, arising out of or in connection with your use of the App, against any brand to which a Brand Engagement relates. 6.4 You acknowledge and accept that CPM and/or any brand associated with a Brand Engagement may at any time and for any reason suspend or withdraw a Brand Engagement. We may give advance notice of such suspension or withdrawal but are not obliged to. You acknowledge and agree that any purchasing decisions or other reliance you may make in respect of the Brand Engagement are at your own risk and in the event of such suspension or withdrawal, neither CPM or the brand associated with such Brand Engagement, shall have any liability to you in respect of such suspension or withdrawal.

7.  PARTICIPATING IN PROMOTIONS USING THE APP

7.1 The App may permit you to access content relating to various brands and to participate in brand deals and promotions in order to earn Rewards (“Brand Engagements”) 7.2 In order to participate in Brand Engagements, you may be required to: (a) submit text or materials (such as photographs) as evidence of participation by the Retailer (“Your Content”); and (b) indicate your agreement to additional terms and conditions which apply to each such Brand Engagement which shall be available on or referred to from the relevant page of the App (“Brand Engagement Terms”). 7.3 Your Content will not be moderated by us before being uploaded to the App. 7.4 You shall ensure that Your Content shall not: (a) breach any third party rights anywhere in the world including third party copyright, trade marks, patents and other intellectual property rights and laws; (b) contain any other identifiable brands or logos other than those of the brand to which the Brand Engagement relates; (c) contain the image of any individual unless you have the express consent of any individual featured in Your Content to use their image; (d) contain any material which is or may reasonably be considered to be threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, or in breach of confidence; (e) be illegal; or (f) be technically harmful (by way of example it must not include any computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data). 7.5 By uploading Your Content to the App, you hereby grant CPM and the brand to which the Brand Engagement relates an irrevocable, sub-licensable, non-exclusive licence (which is unlimited in time) to view and use Your Content without restriction, including for commercial purposes including marketing and promotional use. 7.6 We may in our sole discretion determine whether Your Content is suitable for inclusion on the App and may at our sole discretion remove Your Content from the App at any time.

8. HOW TO REDEEM PROMOTION REWARDS

8.1 In consideration for your participation in Brand Engagements in accordance with the relevant Brand Engagement Terms, you may be entitled to a reward as will be specified on the applicable page of the App (“Reward”). 8.2 Once you have taken all steps required of you to participate in the Brand Engagement you may be required to provide evidence that such steps have been completed, for example by uploading a photograph of stocked items (“Evidence”) (all Evidence requirements shall be displayed on the App or in the Brand Engagement Terms). 8.3 The Evidence you upload to the App of your participation in the Brand Engagement shall be subject to our review. During this period whilst we review the Evidence you have submitted, any Reward payable will be shown as pending in Your App Account. 8.4 One we have approved your Evidence an amount equivalent to the Reward shall be credited to Your App Account. 8.5 Throughout your use of the App, or if you decide to stop using the App at any time, you will be able to withdraw credit from Your App Account in multiples of £30 only. For example, (a) if the balance of Your App Account is thirty pounds sterling (£30) you will not be able to withdraw that amount from Your App Account; (b) if the balance of Your App Account is ninety pounds sterling (£90) you will be able to withdraw thirty pounds sterling (£30); and (c) if the balance of Your App Account is one hundred and ten pounds sterling (£110), you will be able to withdraw ninety pounds sterling (£90). If you decide to stop using the App any amount credited to Your App Account which is not a multiple of £30 (for example if Your App Account is in credit to the amount of thirty pounds sterling (£30)) shall be forfeited by you on termination of your use of the App. 8.6 To redeem the credit on Your App Account you will simply need to press the ‘Redeem’ button on the App. An invoice will then be generated via the App to show the amount to be redeemed plus all applicable tax liability. 8.7 We shall make payments to you of Rewards via BACS transfer. Once we have transferred payment to you, you will receive an email confirmation of such transfer. You will receive payment to your nominated bank account within six (6) Business Days (being a day other than a Saturday, Sunday or a day which is a public holiday in England) of redeeming the credit on Your App Account in accordance with clause 8.6. 8.8 You shall be responsible for providing us with correct and up to date details of your nominated bank account in order to facilitate payment to you. In the event that such details are incorrect or out of date we shall have no liability to make payment to you in respect of any Reward earned by you or any other sum owed by us to you. 8.9 You shall be responsible for all tax liability in respect of any Reward earned by you in connection with any Brand Engagement.

9 YOUR PRIVACY & COOKIES

9.1 In these Terms the following terms have the following meanings: (a) “Data Protection Legislation” means the EU Data Protection Directive 95/46/EC until 25 May 2018 and the GDPR on and from 25 May 2018, together with all other applicable laws and regulations relating to the processing of personal data and privacy, including without limitation, any binding guidance and codes of practice issued from time to time by any relevant supervisory authority. (b) “GDPR” means the General Data Protection Regulation (EU) 2016/679. (c) “Security Breach” means the accidental or deliberate, unauthorised or unlawful acquisition, destruction, loss, alteration, damage, corruption, access, use or disclosure of personal data disclosed or otherwise processed under or in connection with these Terms. (d) References to “controller”, “processor”, “processing”, “data subject” and “personal data” shall have the same meaning as defined in GDPR. 9.2 You agree that in order for CPM to provide the services via the App, CPM may need to process personal data on your behalf for the duration of the Retailers’ use of the App including the name and contact details of an individual using the App on behalf of the Retailer; location data of the Device of the individual using the App on behalf of the Retailer (unless the individual’s Device settings are programmed to prevent this); information relating to usage of the App by the individual using the App on behalf of the Retailer (to the extent that information constitutes personal data); the name and contact details of certain key individuals working at the Retailer’s stores; personal data which may feature in Your Content; and your VAT number and bank account details (to the extent that information constitutes personal data). 9.3 The parties confirm that where the services require CPM to process personal data on your behalf, CPM shall be the processor and the Retailer shall be the controller with respect to such processing. CPM agrees to process personal data made available to CPM by you in accordance with your written instructions (but acknowledges that if inconsistent with these Terms or our Privacy Policy or the way in which CPM provides the services, CPM may be unable to provide the services). 9.4 Each party shall comply with the obligations imposed on it by applicable Data Protection Legislation in respect of personal data made available in connection with these Terms. 9.5 Without prejudice to the generality of clause 9.4, you warrant, represent and undertake that you have and will continue to have any and all necessary consents and notices in place to enable the lawful transfer of the personal data to CPM for the purposes of these Terms and shall indemnify CPM against all liabilities, claims, demands, costs and expenses suffered or incurred arising out of or in connection with a breach of this clause 9.5. 9.6 From 25 May 2018, CPM shall comply with its obligations as a processor under the GDPR, and shall comply with the processor obligations that are required to be incorporated into processor agreements under the GDPR as if they were set out in full in these Terms, including Article 28 of the GDPR. 9.7 The parties agree to enter into a separate written agreement incorporating the provisions specified in clause 9.6 above if required by CPM or by applicable Data Protection Legislation. The parties agree to provide such additional information and cooperation to the other as is reasonably necessary to enable them to comply with their respective obligations under Data Protection Legislation in relation to the personal data. 9.8 Please see our Privacy Policy & Cookie Policy for further details of how we will process your personal data and how we use cookies and similar technologies, those policies are accessible at shopt.co.uk/cookie-policy.

10.  INTELLECTUAL PROPERTY RIGHTS IN OUR CONTENT & THE APP

10.1 Your access to any information, data, images, photographs, videos and other content displayed on the App (including in respect of brands associated with Brand Engagements) (“Our Content”) is permitted in accordance with, and subject to your compliance with, these Terms. 10.2 You shall not: (a) access Our Content via a means not authorised in writing in advance by CPM, including but not limited to, automated devices, scripts, bots, spiders, crawlers or scrapers (except for standard search engine technologies); (b) use, or cause others to use, any automated system or software to extract Our Content from the App except in cases where you or any applicable third party has entered into a written agreement with us that expressly permits such activity; or (c) use Our Content for any illegal or unauthorised purpose. 10.3 Our Content, the App and all software contained within the App are protected by copyright, trade marks, patents and other intellectual property rights and laws. All intellectual property rights in the App and Our Content are (as between you and us) owned by us. 10.4 You agree that CPM and the brands associated with Brand Engagements shall be entitled to use aggregated data arising in connection with provision of the App and Brand Engagements in connection with improving or providing products and services. 10.5 You agree that you shall not: (a) rent, lease, sub-license, loan, provide, or otherwise make available, the App to any person without prior written consent from us; (b) copy the App or Our Content, except as part of the normal use of the App; (c) translate, merge, adapt, vary, alter or modify, the whole or any part of the App or Our Content nor permit the App or Our Content or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the App as permitted in these Terms; (d) disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App nor attempt to do any such things, except as permitted at law; or (e) use the App to create any software that is substantially similar in its expression to the App.

11.  IF YOU BREACH THESE TERMS

11.1 If you are in breach of, or we suspect you are in breach of, these Terms or any other terms and conditions or policies referred to in them then we may take any/all of the following actions: (a) issue a warning to you; (b) effect an immediate, temporary or permanent withdrawal of your access to Your App Account and/or the App; (c) take legal action against you; and/or (d) disclose such information to law enforcement authorities as we reasonably feel is necessary. 11.2 The responses described above at clause 11.1 are not limited and we may take any action we reasonably deem appropriate.

12. TERMINATION

12.1 We have the right to suspend or terminate your access to the App at any time, without notice, for any reason, including without limitation, breach of these Terms. We may also at any time, at our sole discretion, discontinue the App or any part thereof without prior notice and you agree that we shall not be liable to you or any third party for any termination of your access to the App. 12.2 If we suspend or terminate your access to the App or discontinue the App, we shall (provided you are not in breach of these Terms or any other applicable terms and conditions) promptly pay to you Rewards earned by you, as at that date of such suspension, termination or discontinuance, as shown in Your App Account, provided such amounts are multiples of thirty £30. For example if as at the date of termination Your App Account is in credit to the amount of: (a) one hundred and ten pounds sterling (£110), you will be able to withdraw ninety pounds sterling (£90); or (b) twenty pounds sterling (£20) that sum shall be forfeited by you on termination.

13. WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITY

13.1 We shall pay you the balance of all Rewards earned by you, as shown in Your App Account, in accordance with clause 8 of these Terms, provided that you are not in breach of these Terms (or any other applicable terms and conditions). 13.2 CPM warrants that it will provide the App with reasonable skill and care and as described in these Terms. 13.3 Other than the express warranty in this clause 13, the App is provided on an “AS IS” and “AS AVAILABLE” basis without any representation or endorsement made and without further warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy. 13.4 CPM makes no warranty that the App will meet your requirements, that Our Content will be accurate or reliable, that the functionality of the App will be uninterrupted or error free, that defects will be corrected or that the App or the server that makes it available are free of viruses or anything else which may be harmful or destructive. 13.5 CPM will not be liable under these Terms for any loss or damage caused by CPM or any of its employees or agents in circumstances where: (a) there has been no breach of a legal duty of care which is owed by CPM or any of its employees or agents; and/or (b) the loss or damage is not a reasonably foreseeable result of any breach of these Terms. 13.6 You agree you will have no claim against us, in respect of any decision to remove the App or any decision to suspend or terminate your access to the App. 13.7 In the absence of any negligence or other breach of duty by us, the use by you of the App is entirely at your risk. 13.8 To the maximum extent permitted by law, CPM will not be liable for any: (a) indirect or consequential loss or damage whatsoever; or (b) for loss of business, opportunity, data, profits, wasted expenditure or compensation paid or payable to customers, arising out of or in connection with the use of the App or otherwise in connection with these Terms. 13.9 You shall indemnify and keep indemnified CPM against all costs, expenses, damages and losses suffered or incurred or paid by CPM as a result of or in connection with your acts or omissions in connection with use of the App, including non-compliance with these Terms, the Brand Engagement Terms and/or any applicable terms and conditions or policy referred to in these Terms, except to the extent such costs, expenses, damages or loss arises directly as a result of any breach by CPM of these Terms. 13.10 Nothing in this clause 13 shall have the effect of excluding or limiting either CPM’s liability or your liability for fraud or for death or personal injury caused by our/your negligence (as applicable).

14. AVAILABILITY OF THE APP

14.1 We aim to make the App as useful and safe to use as possible; however, we cannot guarantee that the App will: (a) stay the same as we might change the App or remove it altogether; (b) be compatible with all or any hardware or software which you may use; (c) be available all the time or at any specific time; (d) be accurate and up-to-date; and/or (e) be error-free or free of viruses, electronic bugs, Trojan horses or other harmful components and you must take your own precautions accordingly. 14.2 You also acknowledge that while we take security and confidentiality seriously, due to various factors such as the nature of software and use of the internet: (a) we cannot guarantee the performance or security of our App; and (b) we will not be responsible for any damage or loss you may suffer directly or indirectly as a result of any virus attack that can be traced to our App, to the fullest extent permissible by law.

15. LINKS TO THIRD PARTY WEBSITES

The App may include links to third party websites that are controlled and maintained by others. Any link to other websites is not an endorsement of such websites and you acknowledge and agree that CPM is not responsible for the content or availability of any such websites. We recommend you review those websites’ terms and conditions and privacy policies to ensure you are happy to use them.

16. TRANSFER OF RIGHTS AND OBLIGATIONS

16.1 You may not transfer, assign, sub-license or otherwise dispose of any rights or obligations arising under or in connection with the App, without CPM’s prior written consent. 16.2 You agree that CPM may transfer, assign, charge or otherwise dispose of any rights or obligations arising under or in connection with the App.

17. SEVERANCE

If any of these Terms should be found to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such term shall be removed and the remaining terms shall survive and remain in full force and effect and continue to be binding and enforceable.

18. THIRD PARTY RIGHTS

A person who is not a party to these terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms but this clause does not affect a right or remedy of a third party which exists or is available apart from that Act.

19. GOVERNING LAW

These Terms and the use of the App generally and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such contracts or their formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

20. NOTICES

All notices given by you to us must be given to CPM United Kingdom Limited via e-mail at help@shopt.co.uk. We will give notice to you via the App or at either the e-mail or postal address you provide to us as part of your registration. Notice will be deemed received and properly served immediately when we post it on the App, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be

21. QUESTIONS OR COMPLAINTS?

If you have any queries at all regarding the App, Our Content or any of the Terms, please contact us by sending an e-mail to hello@shopt.co.uk