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Work Order Terms and Conditions

I. TERMS AND CONDITIONS

These General Terms and Conditions (“Terms”) are entered into by and between Quotient Technology Limited, a company organised under the laws of the United Kingdom (the “Company”) and advertiser (the “Advertiser”) or its authorised agency (the “Agency”), as identified in the applicable work order (“WO”). These Terms shall be effective as of the date the WO is accepted and signed by Company (“Effective Date”) and shall terminate (if not otherwise terminated under the terms herein) as of the last “End Date” listed in the applicable WO, including any revisions thereto, but in no event shall the term exceed 12 months from the earliest “Launch Date” listed in the WO, unless specified on the WO. These Terms, and any further terms and conditions set forth in the applicable WO, set forth the parties’ respective rights and obligations with respect to the coupons, rebates, Shopmium promotions and advertising (the “Offer(s)”) or other services specified in the applicable WO (the “Services”). If any term in the Terms conflicts with the terms and conditions set forth in the WO, the terms of the WO shall control. These Terms and the WO together comprise the “Agreement.”

II. WORK ORDERS

a. The parties may negotiate WOs under which Company will deliver Offers provided by Advertiser and/or Agency, and/or will provide Services. “Activation” of an Offer occurs by printing, registering to device, saving to a card and/or digitally displaying coupons, such as via a mobile device. Activation of an Offer may also occur when a consumer registers to claim a rebate, or Company registers the consumer for a rebate on behalf of the Advertiser. Activation may also occur when a consumer clicks through from digital media including display ads and promotional links.
b. Advertiser and/or Agency understands and agrees that a user may be limited to a single instance of saving an Offer to a loyalty card, regardless of the Activation limits, and a user may have the opportunity to either print an Offer or save the Offer to a loyalty card, but not both. That is, once a user saves an Offer to a loyalty card, that Offer may no longer be available for print. Alternatively, once a user prints an Offer, that Offer may no longer be available for saving to a card, but additional prints will be available, if the Advertiser has allotted more than one Activation for such Offer.
c. A WO is not accepted until signed by both parties and revisions to accepted WOs must be made in writing and signed by both parties, except that Additional Services or changes to Offer Activation quantities within a WO may be approved by Company and Advertiser or Agency via electronic mail.

III. PAYMENT AND PAYMENT LIABILITY

a. Advertiser or Agency (as specified on the WO) will make payment 30 days from date of invoice, unless otherwise stated in the WO. If invoice is to be paid by Agency, Company may notify Agency that it has not received payment in such 30 day period and whether it intends to seek payment directly from Advertiser pursuant to Section IIIb, and may do so five business days after providing such notice. 3.0% per month may be charged on any invoices not paid after 30 days from issuance. Unless otherwise stated or agreed, all fees exclude VAT.
b. Company agrees to hold either Advertiser or Agency liable for payment as specified on the WO. Activation and/or delivery overages of up to 2% and a reasonable number of test prints of the applicable WO may be included in the fees and shall not be deemed a modification of such Offer or the Services. Set-up fees, prepaid unused Activation amounts, certain package service offerings, additional technical integration and change fees are billed up front and are non-refundable, non-transferable and non-cancellable.
c. Activations shall be billed upfront, however, on the occasion where the purchased volume of Activations are not reached (measured solely by the Company) by the End Date, the amount prepaid for any unused Activations shall be non-refundable and otherwise forfeited in full by the Advertiser effective as of the applicable End Date.
d. If upfront billing is specified in the WO, rebate redemption costs shall be billed upfront at an amount equal to the number of anticipated redemptions listed on the WO times the agreed rebate amount to be paid pursuant to a Rebate as listed in the WO. Any additional Rebates redemptions costs authorised by the Advertiser in excess of this amount shall be invoiced monthly and due in accordance with the terms of this Article III. Any rebate budget remaining on account but unused after the last date consumers may claim the applicable Rebate will be credited to the Advertiser.
e. Company may modify its credit terms upon notice or require payment in advance.

IV. REPORTING

Company shall make coupon reporting available electronically within two business days of receipt of such data.

V. TERMINATION/EXPIRATION

a. The Advertiser or the Agency may cancel the Agreement up to 14 days prior to the agreed Launch Date, as stated on the WO, by sending a notice in writing to the Company but will incur a standard non-refundable cancellation fee of 50% of the total amount set out in the WO or £250.00, whichever is the greater amount.
b. Either party may terminate the Agreement at any time if the other party is in material breach of its obligation(s) hereunder and such breach is not rectified within 10 days after written notice thereof from the non-breaching party, except as otherwise stated in this Agreement.
c. Sections III (Payment and Payment Liability), VIII (Indemnification), IX (Limitation of Liability) and X (Warranty) shall survive termination or expiration of this Agreement. After the termination or expiration of this Agreement, Section XI (Non-disclosure) shall survive for two years and Section IV (Reporting) shall survive for 30 days. Upon any expiration or termination of a WO, each party shall remove all applicable Offers and online references to the Offers. Upon written request by either party, each party shall, return or destroy all Confidential Information of the other party in its possession.

VI. FORCE MAJEURE

Excluding payment obligations, neither party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, cyber-attack, network failures, terrorism, acts of God, or labour disputes and either party has the right to terminate the WO without penalty, however, such termination shall not entitle Advertiser or Agency to any refund nor will it excuse payment of accrued and unpaid fees incurred prior to the effective date of termination.

VII. OFFER MATERIALS

a. It is Advertiser’s and Agency’s obligation to submit Offer materials and content in accordance with Company’s then-current rules and specifications, which may require submission by way of Company’s self-service coupon portal.
b. Company will not edit or modify submitted Offers in any way without Advertiser or Agency approval.
c. Advertiser represents and warrants that: (i) its Offers and content will not: (a) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights in any country where such Offers and content will be displayed or the applicable WO fulfilled; (b) violate any law, statute, ordinance or regulation regarding the creation and marketing of online materials including, without limitation, those governing false and/or deceptive advertising, in any country where the Offers and content will be displayed or the applicable WO will be fulfilled; (c) be defamatory or trade libelous in any country where the Offers and content will be displayed or the applicable WO will be fulfilled; or (d) be pornographic; or obscene; (ii) it will not use the Offers other than as set forth herein or misappropriate the Offers or any portion thereof; and (iii) it does and will during the term of the applicable WO comply with all applicable statutes, rules, ordinances and regulations in each country where the Offers and content will be displayed or the applicable WO will be fulfilled with respect to its business, including, without limitation, laws governing deceptive trade practices and/or online marketing and/or advertising.
d. Advertiser grants to Company a nonexclusive, worldwide, fee free and royalty-free license to use and store the Offer and content provided to Company for purposes of delivering Offers, performing the Services and for related promotional and business purposes. Company reserves the right to not publish or to suspend publication of any Offer or performance of Services it determines in its sole discretion to be in violation of any term or condition of this Agreement or of applicable law or regulation or to be damaging to Company’s customers or business, is disparaging, or is otherwise inappropriate.
e. Advertiser grants to Company its express permission for the UK coupon clearing house, Valassis Ltd to release to Company all Tesco coupon redemption data associated with Advertiser’s Offers under any WO.

VIII. INDEMNIFICATION

a. Company agrees to defend, indemnify and hold harmless Agency and Advertiser and their respective directors, officers, employees and agents from any and all damages, liabilities, costs and expenses (including reasonable lawyers’ fees) (collectively, “Losses”) incurred as a result of a third party claim, judgment or proceeding relating to or arising out of Company’s breach of Section VIIb or Section XI.
b. Advertiser agrees to defend, indemnify and hold harmless Company, its affiliates and their respective directors, officers, employees and agents from any and all Losses incurred by Company or as a result of a third party claim, judgment, or proceeding relating to or arising out of: (i) Agency’s or Advertiser’s breach of this Agreement; (ii) the content or subject matter of any Offer, to the extent used by Company in accordance with these Terms or a WO, including but not limited to allegations that such content or subject matter violates the right of a third party, are defamatory or obscene, or violate any law, regulations or other judicial or administrative action; or (iii) the underlying product or service referenced within the Offer.
c. If Agency executes a WO, Agency represents and warrants that it has the authority as agent to Advertiser to bind Advertiser to such WO and to these Terms. Agency agrees to defend, indemnify and hold harmless Company, its affiliates and their respective directors, officers, employees and agents from any and all Losses incurred as a result of Agency’s alleged or actual breach of the preceding sentence.
d. If any action is brought against a party (the “Indemnified Party”) in respect to any allegation for which indemnity may be sought from the other party (“Indemnifying Party”), the Indemnified Party will promptly notify the Indemnifying Party of any such claim of which it becomes aware and will: (i) provide reasonable cooperation to the Indemnifying Party at the Indemnifying Party’s expense in connection with the defence or settlement of any such claim; and (ii) be entitled to participate at its own expense in the defence of any such claim. The Indemnifying Party will have sole and exclusive control over the defence and settlement of any such third party claim. However, the Indemnifying Party will not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party’s rights or interests without the prior written consent of the Indemnified Party.

IX. LIMITATION OF LIABILITY

a. This Section IX sets out the entire financial liability of Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to Advertiser or its Agency:
(i) arising under or in connection with this agreement; and
(ii) in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
b. Except as expressly and specifically provided in this agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.
c. Nothing in this agreement excludes the liability of Company:
(i) for death or personal injury caused by Company’s negligence; or
(ii) for fraud or fraudulent misrepresentation.
d. Subject to Section IX.c:
(i) Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill, and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this agreement, including costs associated with coupon or rebate misuse by third parties, and stacking of coupons; and
(ii) Company’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the amount paid under the applicable WO by Advertiser or its Agency to Company.

X. WARRANTY

EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AND COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, OFFER PERFORMANCE, ACCURACY, TITLE, AND NONINFRINGEMENT. COMPANY DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF ANY OFFERS OR SERVICES, OR THAT ANY OFFERS OR SERVICES ARE ERROR-FREE OR THAT OPERATION OF THE OFFERS OR SERVICES WILL BE SECURE OR UNINTERRUPTED. COMPANY EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON ADVERTISER OR AGENCY’S USE OF THE OFFERS OR SERVICES, INTEGRATION WITH ANY OTHER SYSTEM, OR USE OF ANY RESULTS THEREFROM.

XI. NON-DISCLOSURE

a. Any marked confidential information and proprietary data provided by one party, including the Offer description and the pricing of the Services set forth in the WO, shall be deemed “Confidential Information” of the disclosing party. Confidential Information shall also include information provided by one party, which under the circumstances surrounding the disclosure would be reasonably deemed confidential or proprietary. Confidential Information shall not be released by the receiving party to anyone except an employee, or agent who has a need to know same, and who is bound by confidentiality obligations at least as restrictive as those set forth in this Agreement. Neither party will use any portion of Confidential Information provided by the other party hereunder for any purpose other than those provided for under this Agreement.
b. For purposes of this Section, Agency and Advertiser shall be considered one party. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” shall not include information which: (i) was previously known to the receiving party (“Recipient”) without restriction as to use or disclosure; (ii) was or becomes generally available to the public through no fault of the Recipient; (iii) is rightfully in Recipient’s possession free of any obligation of confidence, at or after, the time it was communicated to Recipient by the disclosing party (“Discloser”); (iv) was developed by employees or agents of Recipient independent of and without reference to any Confidential Information of Discloser; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. Notwithstanding the foregoing, either party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange or as necessary to establish the rights of either party under this Agreement; provided, however, that both parties will stipulate to any orders necessary to protect said information from public disclosure.

XII. COMPLIANCE WITH LAWS AND PRIVACY

a. Agency, Advertiser, and Company will comply with at all times all applicable federal, state, and local law, rules, ordinances, regulations, and codes which are relevant to their performance of their respective obligations under this Agreement.
b. All personal data provided by consumers to Advertiser or its Agency is the property of Advertiser and is considered Confidential Information. All personal data provided by consumers to Company, or that Company automatically collects in connection with the Services, is the property of the Company and is considered Confidential Information. In the event that the consumer agrees to an express joint registration of data then such information shall be jointly owned by the Company and the Advertiser.
c. If Advertiser will transfer personal data to Company in connection with the WO, Advertiser warrants that it has obtained or will obtain sufficient consumer consent for such transfer and subsequent personal data use by Company under the WO.

XIII. NON-COMPETITION

The Advertiser or Agency shall not, directly or indirectly, for a period of 12 months following termination of the Agreement, engage in or conduct any activity that would be competitive with the business or operations of the Company including but not limited to soliciting the customer of any current customer on behalf of any business in competition with the Company, or that would interfere with the business or operations of the Company.

XIV. INTELLECTUAL PROPERTY RIGHTS

The Advertiser and/or Agency hereby recognises that the Company is the owner of certain technology which shall be utilised for the Agreement and shall take no such steps as may infringe any intellectual property rights which the Company may hold. For the purposes of this paragraph, “intellectual property rights” shall mean all copyright and other intellectual property rights in whatever material or media whether or not registered including, without limitation, database and compilation rights, patents, trademarks, service marks, trade names registered designs and other design rights, rights in animation and moving images, models, scores and algorithms, computer software rights, topography rights, rights in knowhow, all other industrial commercial or property rights and any applications for the protection or registration of those rights and all renewals and extensions existing in any jurisdiction.

XV. MISCELLANEOUS

a. Company represents and warrants that it has all necessary permits, licenses, and clearances to perform the Services subject to the terms and conditions of this Agreement. Advertiser represents and warrants that Advertiser has all necessary rights, consents, waivers, licenses and clearances to use the content contained in its Offers.
b. Company may identify Advertiser or Agency as a client in its marketing materials and use Advertiser’s trademarks to deliver and promote the Offers and the Services. Except as otherwise stated herein, neither party will use the other party’s trade name, trademarks, logos or service marks in any other manner without the other party’s prior written consent.
c. These Terms and the related WO constitute the entire agreement of the parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the WO.
d. Company may, without the additional consent of Advertiser or Agency, assign this Agreement and any WO in their entirety to a successor entity to Company, including a successor resulting from a merger or consolidation.
e. No terms in any Advertiser or Agency purchase order may in any way modify or add to these Terms, whether or not signed by Company, and any conflicting or additional terms and conditions of any Advertiser or Agency purchase order, whether or not inconsistent with these Terms shall automatically be null and void.
f. Each party shall be and act as an independent contractor and not as partner, joint venture or agent of the other.
g. Except as otherwise stated herein, no modification of these Terms or any WO shall be binding unless in writing and signed by both parties. The laws of the United Kingdom and Wales shall govern the Agreement. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative.
h. Any notice required to be delivered hereunder shall be deemed delivered 3 days after deposit in U.K. mail, return receipt requested, 1 business day if sent by overnight courier service, and immediately if sent electronically or by fax. All notices to Advertiser or Agency shall be sent to the contact as noted in the WO. All notices to Company shall be sent to: Quotient Technology Limited, 201 Borough High Street, London, SE1 1JA, UK, Attention: Legal Dept.
i. This Agreement may be executed by manual or facsimile signatures and in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile signatures shall hold the same force and effect as an original signature for purposes of binding the parties to this Agreement.

Quotient Technology Limited, is a leading digital promotions and media platform that connects FMCG brands, retailers and consumers and is a wholly owned subsidiary of Quotient Technology Inc. Rebates are provided by Shopmium S.A., a wholly owned subsidiary of Quotient Technology Limited.