Terms & Conditions

TERMS AND CONDITIONS FOR LOIALE SERVICES FORBUSINESSES

PLEASE READTHESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING LOIALE SERVICES,PARTICULARLY CLAUSES 2.3 AND 3.3, WHICH ESTABLISH HOW LOIALE USES PERSONALDATA.

CELERITYSOFTWARE S.L. (LOIALE) offers different services to Businesses (as definedbelow). Loiale Loyalty allows a person (the "End User") to connectwith a Business to participate in loyalty programs, receive personalized gifts,and, in general, receive marketing communication and information tailored tothe End User's individual interests to the extent legally possible. The use ofthe Services will automatically provide the End User's personal data to theBusiness.

CELERITYSOFTWARE S.L. (LOIALE) is a company registered in Spain under company number B70839865,with its registered office at Eduard Maria Balcells 49, Sant Cugat del Vallès,08173, Barcelona, Spain, VAT number: ESB70839865 ("CELERITY SOFTWARE S.L.(LOIALE)").

These termsand conditions (the "Terms and Conditions"), together with theconditions provided during the registration and onboarding process and anyother document referenced below, indicate to the Business the conditions underwhich it can use the Services (as defined below).

By usingthe Services, the Business confirms that it accepts these Terms and Conditionsand agrees to comply with them.

CELERITYSOFTWARE S.L. (LOIALE) and the Business will collectively be referred to as the"Parties" and each individually as a "Party".

DEFINITIONS

"Wi-FiAccess" is the control of the End User's access to the Wi-Fi Network.

"LoialeApplications" are the mobile or computer applications, as well as thewebsites provided by Loiale that the Business can use to manage the Services.

"CustomerDatabase" is any system owned by the Business that contains End Userinformation collected by the Business, such as customer relationship management(CRM) systems, point of sale (POS) systems, business intelligence (BI) systems,and others.

"LoialeLoyalty" means a service that allows the End User to connect with abusiness to participate in loyalty programs, receive personalized gifts, and,in general, receive marketing communication and information tailored to the EndUser's individual interests to the extent legally possible.

"Equipment"refers to Loiale Equipment and Optional Equipment. Equipment does not includeany End User wireless devices, such as computers, tablets, or mobile phones.

"LoialeEquipment" is a Wi-Fi router provided by CELERITY SOFTWARE S.L. (LOIALE)and owned by the Business.

"OptionalEquipment" is the auxiliary equipment provided by CELERITY SOFTWARE S.L.(LOIALE) and owned by the Business required to extend the coverage of LoialeEquipment (cables, PLCs, Wi-Fi repeaters...).

"BusinessPremises" are all locations where the Services are provided at the requestof the Business.

"Business"or "Businesses" means the companies that have subscribed to theLoiale Service for Businesses.

"Sponsor"or "Sponsors" means companies that pay partially or fully for theBusinesses' subscriptions to the Services.

"Wi-FiNetwork" are the Wi-Fi access points or hotspots in the Business Premisesto which End Users will connect. It is owned and managed by the Business.

"Services"means the Loiale Loyalty services.

"Website"or "Websites" means web pages that allow End Users to register and/oraccess the Loiale Loyalty services.

"EndUser" or "End Users" are the individuals entitled to use theWi-Fi Access or connect through the Websites.

1. GeneralTerms Applicable to the Services

1.1.General

1.1.1.CELERITY SOFTWARE S.L. (LOIALE) may change the technical specifications of theServices at any time.

1.1.2.CELERITY SOFTWARE S.L. (LOIALE) will provide support to the Business regardingthe Services through the Website and via email at support@loiale.com and phoneat +34.623.966.775 (the "Loiale Customer Service"). The Business isresponsible for notifying CELERITY SOFTWARE S.L. (LOIALE) of any incidentsaffecting the Services.

1.1.3. TheBusiness may, at its discretion, publish additional terms and conditions forEnd Users in relation to purchases through the Services and loyalty programsand gifts implemented through the Services.

1.2. LoialeApplications

1.2.1.CELERITY SOFTWARE S.L. (LOIALE) provides the Business with the use of theLoiale Applications. The use of the Loiale Applications includes access,browsing, or registration. The Loiale Applications allow the Business to createonline menus, connect with online payment gateways, detect the arrival ofcustomers at the business premises or websites, implement loyalty programs,deliver personalized rewards, maintain a profile on each of them, and interactthrough electronic messages (which can be personalized) during and after theirvisit or transaction.

1.2.2.CELERITY SOFTWARE S.L. (LOIALE) makes the latest version of the LoialeApplications available online to the Business against payment during thesubscription period.

1.2.3.CELERITY SOFTWARE S.L. (LOIALE) grants the Business a non-exclusive,non-transferable right to use the Loiale Applications during the subscriptionperiod under the Loiale Loyalty framework.

1.2.4. TheBusiness may only reproduce the Loiale Applications to the extent covered bythe intended use of the Loiale Applications.

1.2.5. Inthe event of a malfunction, the Business must inform CELERITY SOFTWARE S.L.(LOIALE) as soon as possible. CELERITY SOFTWARE S.L. (LOIALE) will takereasonable steps to remedy the malfunction in a timely manner.

1.3. Use ofthe Services by the Business

1.3.1. Allinformation provided by the Business to CELERITY SOFTWARE S.L. (LOIALE) must beaccurate, including the username for the Services and its password, name, emailaddress, postal address, and any information related to the payment for theServices (the "Registration Data"). The Business is responsible forupdating the Registration Data to ensure its accuracy at any time and willimmediately notify CELERITY SOFTWARE S.L. (LOIALE) of any changes. The Businessagrees not to disclose the username and password of its Services.

1.3.2. TheBusiness will refrain from using the Services in the following ways:

• To engage in any fraudulent, criminal, or     illegal activity.
• To send, receive, upload, download, or use     any material that may be offensive, indecent, defamatory, obscene,     threatening, infringing on intellectual property rights, breaching     confidentiality, privacy, or third-party rights.
• In a manner that is annoying or offensive     to third parties.

1.3.3. TheBusiness may invite, at its own discretion, an End User from time to time(usually as a result of an employment or subcontracting relationship with theEnd User) to use the Loiale Applications on behalf of the Business. TheBusiness is responsible for keeping the list of invited End Users up to date.

1.3.4. TheBusiness acknowledges and agrees that CELERITY SOFTWARE S.L. (LOIALE) is notresponsible for the behavior of any End User or the Business. The Business issolely responsible for its interactions online or directly with End Users. TheBusiness is solely responsible for its own behavior and any data, text, file,information, image, graphic, photograph, audio file, work, or other content ormaterial delivered, posted, or displayed through the Services. CELERITYSOFTWARE S.L. (LOIALE) does not control or direct the actions of users of theServices and, therefore, is not responsible for any offensive, inappropriate,obscene, illegal, or otherwise objectionable content or information that theBusiness may receive from End Users.

1.4.Interaction with Business Systems

1.4.1.CELERITY SOFTWARE S.L. (LOIALE) provides an API to allow the Business tocontract third-party service providers, for example, delivery serviceproviders, point of sale (POS) terminal providers. It is the responsibility ofthe Business to subscribe to the respective providers. CELERITY SOFTWARE S.L.(LOIALE) is limited to providing the API and interacting with the Businesssystems and third-party providers. However, CELERITY SOFTWARE S.L. (LOIALE) isnot responsible for these systems and/or providers.

1.4.2.Payment service providers do not process the End User's personal data asprocessors for CELERITY SOFTWARE S.L. (LOIALE), but as independent controllers.

1.4.3. TheBusiness is solely responsible for ensuring the legality of the data transfer.

1.4.4.CELERITY SOFTWARE S.L. (LOIALE) may read or write to the Customer Databasesdesignated by the Business according to CELERITY SOFTWARE S.L. (LOIALE). Thisallows for bidirectional sharing of End User data and statistics.

1.5.Pricing

1.5.1.CELERITY SOFTWARE S.L. (LOIALE) may offer different service plans to businessesfrom time to time (the "Loiale Subscriptions"). The serviceregistration webpage or the written proposal to the Business will define theoffered Loiale Subscriptions, their duration, and any payable fees.

1.5.2. TheBusiness may agree to purchase different Loiale Subscriptions and associatedprices. Under no circumstances will CELERITY SOFTWARE S.L. (LOIALE) charge fora different Loiale Subscription without the prior and explicit consent of theBusiness.

1.6.Intellectual Property

1.6.1.CELERITY SOFTWARE S.L. (LOIALE) is the owner or licensee of all intellectualproperty rights generated from and within the Services and any materialspublished in connection with them (the "Materials"), except thosethat may be owned by the Business or the Sponsor. These works are protected bycopyright laws and international treaties. All such rights are reserved.

1.6.2. TheBusiness may not copy, reproduce, resell, distribute, broadcast, display, send,or transmit the Materials by any means without the prior written consent ofCELERITY SOFTWARE S.L. (LOIALE).

1.6.3. Anyunauthorized use of the Materials may constitute a violation of CELERITYSOFTWARE S.L. (LOIALE)'s or its third-party providers' intellectual orindustrial property rights, as well as a breach of intellectual and industrialproperty, privacy, publicity, and telecommunications laws.

1.6.4.These Terms and Conditions do not grant the Business any intellectual orindustrial property rights in relation to the Services, the Materials, or theEquipment.

1.7.Warnings and Responsibilities

1.7.1.CELERITY SOFTWARE S.L. (LOIALE) will make every effort but does not guaranteethat the Services will be secure or free of defects or viruses. The Business isresponsible for configuring its information technology, computer programs, andplatform to access and use the Services. The Business must use its own virusprotection software.

1.7.2. TheBusiness must not misuse the Services by knowingly introducing viruses,trojans, worms, logic bombs, or other malicious or technologically harmfulmaterial. The Business must not attempt to gain unauthorized access to theServices, CELERITY SOFTWARE S.L. (LOIALE)'s servers, or any server, computer,or database connected to the Services. The Business must not attack any aspectof the Services through a denial-of-service attack or a distributeddenial-of-service attack. CELERITY SOFTWARE S.L. (LOIALE) will report any suchbreach to the relevant authorities and cooperate with those authorities bydisclosing the identity of the Business. In the event of such a breach, theBusiness's right to use the Services will cease immediately.

1.8.Indemnification

1.8.1. TheBusiness must indemnify CELERITY SOFTWARE S.L. (LOIALE) and its third-partyproviders, as well as its advisors, employees, agents, and shareholders,against any loss or damage (including legal costs) caused by any claim made orbrought by any third party due to:

• The content that the Business gives,     offers, posts, or transmits through the Services.
• The Business's use of the Services.
• The Business's breach of these Terms and     Conditions.

1.9.Limitation of Liability

1.9.1.Nothing in these Terms and Conditions excludes or limits our liability fordeath or personal injury resulting from CELERITY SOFTWARE S.L. (LOIALE)'snegligence, fraud, or fraudulent misrepresentation, or any other liability thatcannot be excluded or limited by law.

1.9.2. Tothe extent permitted by law, CELERITY SOFTWARE S.L. (LOIALE) excludes allconditions, warranties, representations, or other terms that may apply to theServices, whether express or implied.

1.9.3.CELERITY SOFTWARE S.L. (LOIALE) will not be liable to any Business for any lossor damage, whether in contract, tort (including negligence), breach ofstatutory duty, or otherwise, even if foreseeable, arising under or inconnection with:

• The use of or inability to use the Loiale     Applications or the Website.
• Use of or reliance on any content     displayed.
• Loss of profits, sales, business, or     revenue.
• Business interruption.
• Loss of     anticipated savings.
• Loss of business opportunities, goodwill,     or reputation.
• Any indirect or consequential loss or     damage.

1.9.4.CELERITY SOFTWARE S.L. (LOIALE) will not be liable for any loss of profits,loss of business, business interruption, or loss of business opportunity.

1.9.5.CELERITY SOFTWARE S.L. (LOIALE) will not be liable for any loss or damagecaused by a virus, distributed denial-of-service attack, or othertechnologically harmful material that may infect the Business's mobile device,tablet, computer equipment, computer programs, data, or other proprietarymaterial due to the Business's use of our Services or to the Business'sdownloading of any content on them, or on any website linked to them.

1.9.6.CELERITY SOFTWARE S.L. (LOIALE) assumes no responsibility for the content ofwebsites linked on the Services. Such links should not be interpreted as anendorsement by CELERITY SOFTWARE S.L. (LOIALE) of those linked websites.CELERITY SOFTWARE S.L. (LOIALE) will not be liable for any loss or damage thatmay arise from the Business's use of them.

1.10.Validity and Termination

1.10.1.These Terms and Conditions will remain in effect from the date CELERITYSOFTWARE S.L. (LOIALE) activates the Loiale Subscription for the respectiveServices (the "Delivery Date") and while a valid Loiale Subscriptionis active.

1.10.2.CELERITY SOFTWARE S.L. (LOIALE) may change or modify, at any time and at itsdiscretion, the terms of these Terms and Conditions and any related policies(hereinafter, the "Revisions") by amending them on the website. TheBusiness should regularly review these Terms and Conditions to take note of anychanges made as they are binding on the Business.

1.10.3. TheBusiness may cancel its Loiale Subscription at any time; the Services willremain valid until the end of the Loiale Subscription.

1.10.4.CELERITY SOFTWARE S.L. (LOIALE) will have the right to deny access to theServices to any Business that breaches these Terms and Conditions or otherwisemay (at CELERITY SOFTWARE S.L. (LOIALE)'s sole discretion) pose a threat to theServices or CELERITY SOFTWARE S.L. (LOIALE)'s reputation.

1.10.5. TheBusiness acknowledges the terms and conditions of service for the use of LoialeServices for Users by the End Users and the Privacy Policy applicable to suchservices as defined by CELERITY SOFTWARE S.L. (LOIALE).

1.10.6.Notwithstanding the foregoing, CELERITY SOFTWARE S.L. (LOIALE) will have theright to terminate the Loiale Subscription by giving written notice with aminimum of 30 (thirty) days' notice.

1.11.Applicable Law and Jurisdiction

1.11.1.These Terms and Conditions, their subject matter, and their formation (and anynon-contractual disputes or claims) are governed by Spanish law, and theParties agree to submit to the exclusive jurisdiction of the courts ofBarcelona, Spain, for the resolution of any matters arising from these Termsand Conditions.

1.11.2. Theillegality, invalidity, or unenforceability of any provision of these Terms andConditions for any purpose will not affect the legality, validity, orenforceability of such provision for any other purpose or the remainingprovisions of these Terms and Conditions.

1.11.3. Anyprovision of the Terms that by its nature does not cease upon termination ofthe use of the Services, regardless of the cause, including, but not limitedto, provisions regarding privacy, liability, and intellectual property rights,as well as applicable law, will survive any termination of the Services.

2. SpecificTerms for Loiale Loyalty

2.1. EndUser Registration

2.1.1. EndUsers can register for the Loiale Loyalty service using the Websites, which canbe accessed through the Business's Wi-Fi network, the Business's website, andother websites.

2.2.Specific Requirements for End User Access through the Business's Wi-Fi Network

2.2.1.CELERITY SOFTWARE S.L. (LOIALE) controls the End User's access to the Wi-FiNetwork that belongs to and is operated by the Business in and around theBusiness Premises. This will allow CELERITY SOFTWARE S.L. (LOIALE) to registeror authenticate End Users when their devices connect to the Wi-Fi Network and,as a result, identify End Users each time they visit the premises of anyBusiness.

2.2.2. Toreceive the Services, the Business may need to subscribe to a broadbandInternet access service at the Business Premises (the "InternetAccess"). Additionally, the Business must manage and maintain the Wi-FiNetwork in good working order.

2.2.3. TheBusiness acknowledges and agrees that the Services will be activated andavailable only in certain agreed-upon business premises. This means that theService cannot be transferred to other premises owned by the Business withoutthe prior written consent of CELERITY SOFTWARE S.L. (LOIALE).

2.2.4. TheBusiness acknowledges and agrees that the availability and performance of theServices are subject to the limitations of the Internet Access and Wi-FiNetwork available at the Business Premises and to the private use it is subjectto. CELERITY SOFTWARE S.L. (LOIALE) will not be responsible for anyinterruptions or incidents that the Services may suffer as a result of thequality of the Internet Access and Wi-Fi Network services provided by theBusiness or its providers. The Business agrees that any activity carried out bythe Business involving moving, reconfiguring, disconnecting, removing,attempting to repair, or altering the Wi-Fi Network in any way may affectCELERITY SOFTWARE S.L. (LOIALE)'s ability to provide the Services.

2.2.5.CELERITY SOFTWARE S.L. (LOIALE) will define the configuration settingsassociated with Wi-Fi access for the Business to implement in the Wi-FiNetwork. The Business will define the performance parameters and othercomponents of the Wi-Fi Network, such as data performance, quality of service,the number of simultaneous End Users, security aspects, and others.

2.2.6. TheBusiness has the right to limit the usage parameters of the Wi-Fi Network,including, but not limited to, performance, access time, and session frequency.

2.2.7.CELERITY SOFTWARE S.L. (LOIALE) may provide, as part of a Loiale Subscription,the Equipment estimated by CELERITY SOFTWARE S.L. (LOIALE) as necessary toprovide the Services at the Business Premises.

2.2.7.1.The Business acknowledges and agrees that the Equipment will be owned and theresponsibility of the Business.

2.2.7.2.The Business agrees that any activity carried out by the Business involvingmoving, reconfiguring, disconnecting, removing, attempting to repair, oraltering the Equipment in any way may affect CELERITY SOFTWARE S.L. (LOIALE)'sability to provide the Services.

2.2.7.3.The Business agrees not to expose CELERITY SOFTWARE S.L. (LOIALE) to any claimsor legal proceedings related to the Equipment.

2.2.7.4.The Business acknowledges and accepts responsibility for installing theEquipment at the Business Premises.

2.3. DataProcessing

Thefollowing sections outline CELERITY SOFTWARE S.L. (LOIALE)'s practicesregarding personal data received from Businesses during the provision of theLoiale Loyalty service and how CELERITY SOFTWARE S.L. (LOIALE) will process it.All information collected by CELERITY SOFTWARE S.L. (LOIALE) is used to providethe Loiale Loyalty service to the Business and its End Users, to provide theEnd User with a personalized experience, as well as to improve the LoialeLoyalty service.

2.3.1.CELERITY SOFTWARE S.L. (LOIALE) and the Business may mutually share thePersonal Data of End Users collected during the course of the Loiale Loyaltyservice and process it for their own purposes. CELERITY SOFTWARE S.L. (LOIALE)and the Business are considered joint controllers under Article 26 ofRegulation 679/2016/EC of the European Parliament and Council of 27 April 2016(“GDPR”), with respect to this Personal Data, which will be hosted by CELERITYSOFTWARE S.L. (LOIALE) in the Loiale Loyalty service.

2.3.2.CELERITY SOFTWARE S.L. (LOIALE) and the Business handle their data processingactivities at their own discretion. Therefore, they will be separatelyresponsible for ensuring that their data processing activities comply withapplicable data protection laws.

2.3.3.Where required by applicable data protection laws, the Business will enter intothe appropriate agreements, for example, data processing agreements or jointcontroller agreements, with any third party or subcontractor.

2.3.4.CELERITY SOFTWARE S.L. (LOIALE) is responsible for providing informationregarding the respective data processing activities of CELERITY SOFTWARE S.L.(LOIALE) and the Business and the essence of the Joint Controller Agreement tothe relevant End Users in an appropriate legal manner, in accordance withArticles 13 and 14 of the GDPR.

2.3.5.CELERITY SOFTWARE S.L. (LOIALE) and the Business are separately responsible forresponding to a data subject's request. CELERITY SOFTWARE S.L. (LOIALE) and theBusiness will assist each other with reasonable means in the event of a datasubject request.

2.3.6.CELERITY SOFTWARE S.L. (LOIALE) and the Business are separately responsible fornotifying the data protection supervisory authority and, where applicable, theaffected data subjects of security breaches resulting in the accidental orunlawful destruction, loss, alteration, unauthorized disclosure, or access toPersonal Data transmitted, stored, or otherwise processed.

2.3.7. TheBusiness may provide personal data to CELERITY SOFTWARE S.L. (LOIALE) as partof the Services. This includes information about individuals acting on behalfof the Business, as well as information about End Users manually entered by theBusiness or extracted from the Business's Customer Database regarding End Userswho visit the Business while using CELERITY SOFTWARE S.L. (LOIALE)'s Services.CELERITY SOFTWARE S.L. (LOIALE) will not use such data to provide services toother Businesses.

2.3.8. TheBusiness warrants that all personal data provided to CELERITY SOFTWARE S.L.(LOIALE) has been collected and shared in compliance with applicable law andthat the Business has obtained, where required by applicable law, any dataprotection consent declarations from individuals whose personal information isshared with CELERITY SOFTWARE S.L. (LOIALE).

2.3.9. EndUsers may provide CELERITY SOFTWARE S.L. (LOIALE) with data about themselvesregarding the Business, such as ratings, comments, preferences, data collectedthrough surveys, and transaction information, such as product purchases.CELERITY SOFTWARE S.L. (LOIALE) will not use such data to provide services toother Businesses.

2.3.10. Tothe extent that the Business sends communications to End Users through CELERITYSOFTWARE S.L. (LOIALE), the Business is responsible for the content of suchcommunications and warrants that it will not include anything that could beconsidered incompatible with applicable laws.

2.3.11.CELERITY SOFTWARE S.L. (LOIALE) may automatically collect certain informationabout the use of the Services at the Business Premises by the Business or EndUsers. CELERITY SOFTWARE S.L. (LOIALE) may share this information with theBusiness, and it contains, among other things:

• Information about End User registration     data and visits to Business Premises, including date, time, duration, and     frequency of visits; presence at Business Premises; page response times on     the Website, download errors, duration of visits to certain areas, page or     mobile application interaction information (such as scrolling, clicks, and     mouse movements); and methods used to navigate away from the page and any     phone number used to call our customer service number.

2.3.12. Allinformation described in these sections may be aggregated and anonymized forsharing or marketing with third parties in accordance with the law.

2.3.13.CELERITY SOFTWARE S.L. (LOIALE) may share all data provided and/or compiledwith CELERITY SOFTWARE S.L. (LOIALE)'s subsidiaries and subcontractors actingon its behalf.

2.3.14. Thetransmission of information over the Internet is not completely secure.Although CELERITY SOFTWARE S.L. (LOIALE) will do its best to protect all dataprovided by the Business, CELERITY SOFTWARE S.L. (LOIALE) cannot guarantee thesecurity of data transmitted through our Services; any transmission is at theBusiness's own risk. Once CELERITY SOFTWARE S.L. (LOIALE) has received theBusiness's information, CELERITY SOFTWARE S.L. (LOIALE) will use strictprocedures and security features to try to prevent unauthorized access.

3.Sponsorship of the Services

3.1.General Rights and Obligations of the Sponsor

3.1.1. ASponsor may partially or fully pay for a Business's Loiale Subscriptions to theServices.

3.1.2. TheSponsor may, from time to time, propose content to the Sponsored Business(messages, surveys, use cases, products) to help the Sponsored Business in itsuse of the Services and/or promote the Sponsor's products and services. TheSponsor will never send content directly to the End Users of the SponsoredBusiness.

3.2. Use ofEnd User Data

3.2.1. TheSponsor may access anonymized End User data described in section 2.3 for itsown purposes, including aggregation and profiling. The Sponsor may link thisanonymized End User data to the corresponding Sponsored Business. The Sponsormay share all anonymized data provided and/or compiled with the Sponsor'saffiliates and subcontractors acting on its behalf. In this case, CELERITYSOFTWARE S.L. (LOIALE) and the Sponsored Business will ensure that the Sponsordoes not violate any applicable data protection laws, with the responsibilityresting on the Sponsor in relation to any violation in this regard.

3.2.2.Notwithstanding the foregoing, with the End User's consent, the Sponsor mayaccess the End User's data. Such access will follow the conditions set out inCELERITY SOFTWARE S.L. (LOIALE)'s Privacy Policy, as well as the End User'sconsent and the Sponsor's Privacy Policy, all provided to the End User. TheSponsor must not use the End User's data for purposes other than thoseconsented to by the End User.

3.3.Validity and Termination

3.3.1. Inthe case of Sponsored Businesses, CELERITY SOFTWARE S.L. (LOIALE), with cause,or the Sponsor, in the event of the closure of the Sponsored Business or if theSponsored Business is no longer a client of the Sponsor, will have the right toterminate a Loiale Subscription by giving written notice with a minimum of 15(fifteen) days' notice at the end of the month. After termination, all dataprocessed during the Sponsored Business's Service Subscription will bepermanently deleted. The Sponsored Business may re-register for the Service atany time.

3.3.2.CELERITY SOFTWARE S.L. (LOIALE) will have the right to terminate the Serviceswith written notice without prior notice if the underlying contract between theSponsor and CELERITY SOFTWARE S.L. (LOIALE), which allows for the sponsorship("the Sponsorship Agreement"), is terminated, regardless of thereasons for termination. The Services will remain valid until the end of theSponsorship Agreement. After termination, all data processed during theSponsored Business's Service Subscription will be permanently deleted, unlessthe Sponsored Business directly transfers the Sponsored Loiale Subscription toa non-sponsored Loiale Subscription. The Sponsored Business may re-register forthe Service at any time.

3.3.3.CELERITY SOFTWARE S.L. (LOIALE) will have the right to deny access to theServices to any Business that breaches these Terms and Conditions or otherwisemay (at CELERITY SOFTWARE S.L. (LOIALE)'s sole discretion) pose a threat to theServices or the Sponsor's reputation.

3.3.4. If aSponsored Business cancels its subscription, the Loiale Subscription willremain valid until:

• In the case of an annual Loiale     Subscription, 12 months after its activation or renewal.
• In the case of a monthly Loiale     Subscription: a number of months after its activation or renewal according     to the following calculation: the sum of the sponsored months (12) and the     number of months paid by the Sponsored Business, multiplied by the sponsorship     percentage. For example, with a 50% sponsorship and termination in month     3: (12 months + 3 months) * 50% = 7.5 months.

3.4.Pricing

3.4.1.CELERITY SOFTWARE S.L. (LOIALE) will charge Sponsored Businesses the portion ofthe Loiale Subscription after deducting the sponsorship. The online serviceregistration process will define the details of the Loiale Subscriptions,including prices, sponsorships, and discounts.

3.4.2. TheSponsored Business acknowledges and agrees that the Services will be activatedand available only in certain agreed-upon Business Premises. This means thatthe Services cannot be transferred to other premises owned by the SponsoredBusiness without the prior written consent of CELERITY SOFTWARE S.L. (LOIALE)and the Sponsor.

Lastupdate: May 14, 2024.

TERMS AND CONDITIONS FOR LOIALE SERVICES FOR USERS

PLEASE READ THESE TERMS AND CONDITIONSCAREFULLY BEFORE ACCESSING OR USING LOIALE SERVICES, PARTICULARLY OUR PRIVACYPOLICY THAT SETS OUT HOW LOIALE USES YOUR PERSONAL DATA

CELERITY SOFTWARE S.L. (LOIALE) allows aperson (the "End User") to connect with a Business through theWebsites to enable the End User to participate in loyalty programs, receivepersonalized gifts, and, in general, receive marketing communication andinformation tailored to the End User's individual interests as much aspossible. This will automatically provide the End User's personal data to theBusiness. The Business will use the End User's personal data to offer theseservices, that is, to provide the End User with a personalized and efficientconsumer experience during and after their visit to the Business's website orBusiness Premises.

CELERITY SOFTWARE S.L. (LOIALE) is acompany registered in Spain under company number B70839865, with its registered office at Eduard Maria Balcells 49, SantCugat del Vallès, 08173, Barcelona, Spain, VAT number: ESB70839865("CELERITY SOFTWARE S.L. (LOIALE)").

These conditions (the "Terms andConditions"), together with the conditions provided during theregistration and onboarding process and any other document referenced below,indicate to the End User the conditions under which they can use the Services(as defined below), whether as a registered or non-registered user.

By using the Services, the End Userconfirms acceptance of these Terms and Conditions and agrees to comply withthem.

CELERITY SOFTWARE S.L. (LOIALE) and theEnd User will collectively be referred to as the "Parties" and eachindividually as a "Party".

DEFINITIONS

"Local Minimum Age" is theminimum age required for the End User to access the Services and is 18(eighteen) years.

"Business Premises" are alllocations where the Services are provided at the request of a Business.

"Business" or"Businesses" means the companies that have subscribed to the LoialeService for Businesses.

"Sponsor" means any entitythat pays in whole or in part for the Businesses' subscriptions to the LoialeService for Businesses.

"Website" or"Websites" means web pages that allow End Users to register and/oraccess the Loiale Service for Users.

1. Description ofthe Services

1.1. CELERITY SOFTWARE S.L. (LOIALE) will provide the EndUser with the following services (the "Services"):

1.1.1. Participation in loyalty programsdesigned by the Business, using assets such as loyalty cards and coupons torecord the End User's transactions with the Business and generate rewards.

1.1.2. Personalized marketingcommunication and information tailored to the End User's individual interestsas much as possible through personalized electronic messages from the visitedBusinesses. Businesses may use these messages to promote their products,enhance the End User's experience within and outside their premises, andcommunicate generally with the End User.

1.2. The End User can register for a Business's Services byconnecting to the Websites directly via a URL, a QR code, or the Wi-Fi Networkowned by each Business in or around the Business Premises.

1.2.1. When the End User accesses theServices through a Business's Wi-Fi network, the following additionallyapplies:

1.2.1.1. The End User acknowledges andagrees that the availability and performance of the Services are subject to thelimitations of Internet access and the Wi-Fi Network available at the BusinessPremises and to the private use it is subject to. CELERITY SOFTWARE S.L.(LOIALE) will not be responsible for any interruption or incident that theServices may suffer as a result of the quality of the Internet access and Wi-FiNetwork service provided by the Business or its providers.

1.2.1.2. The Business will define theperformance and usage parameters and other components of the Wi-Fi network,such as data throughput, quality of service, access time and session frequency,the number of simultaneous End Users, security aspects, and others.

1.3. The End User may also be invited to use the"Loiale Business Application" by a Business that may invite people touse the "Loiale Business Application" such as their employees orsubcontractors.

1.4. CELERITY SOFTWARE S.L. (LOIALE) may change thetechnical specifications of the Services at any time.

1.5. CELERITY SOFTWARE S.L. (LOIALE) will provide supportto End Users regarding the Services through the Website and via email atsupport@loiale.com and phone at +34.623.966.775 (the "Loiale SupportService").

1.6. The Business may, at its discretion, publishadditional terms and conditions regarding purchases through the Services andloyalty programs and rewards implemented through the Services.

1.7. A Business may be sponsored by a Sponsor.

1.7.1. A Sponsor supports the Businessin using the Services.

1.7.2. With the End User's consent, theSponsor may access the End User's data and send marketing messages. Such accesswill follow the conditions set out in CELERITY SOFTWARE S.L. (LOIALE)'s PrivacyPolicy, as well as the End User's consent and the Sponsor's Privacy Policy.

2. Validity andTermination

2.1. These Terms and Conditions will remain in effect untilthe End User unsubscribes from the Services through the Websites or by email.

2.2. CELERITY SOFTWARE S.L. (LOIALE) may change or modify,at any time and at its discretion, the terms of these Terms and Conditions andany related policy (hereinafter, the "Revisions") by amending them onthe Website. The End User should regularly review these Terms and Conditions totake note of any changes made as they are binding on the End User.

2.3. CELERITY SOFTWARE S.L. (LOIALE) may terminate theServices at any time without obligation to notify the End User.

2.4. CELERITY SOFTWARE S.L. (LOIALE) will have the right todeny access to the Services to any End User who breaches these Terms andConditions or otherwise may (at CELERITY SOFTWARE S.L. (LOIALE)'s solediscretion) pose a threat to the Services or CELERITY SOFTWARE S.L. (LOIALE)'sand/or the Sponsor's reputation.

3. Use of theServices by the End User

3.1. The End User must be at least the Local Minimum Age toregister and use the Services. If the End User is under the Local Minimum Age,they must not register for the Services or provide any information to CELERITYSOFTWARE S.L. (LOIALE).

3.2. All information provided by the End User to CELERITYSOFTWARE S.L. (LOIALE) must be accurate (the "Registration Data").The End User is responsible for updating the Registration Data to ensure itsaccuracy at any time and will immediately notify CELERITY SOFTWARE S.L.(LOIALE) of any changes. The End User agrees to keep their username andpassword for accessing the Services confidential.

3.3. The End User may use the Websites for registration,support, and general information purposes.

3.4. The End User must not use the Services to create oroffer services or applications to third parties.

3.5. The End User must not use the Services to collect,store, or process or attempt to collect, store, or process personal data ofother End Users.

3.6. The End User must refrain from using the Services inthe following ways:

3.6.1. To engage in any fraudulent, criminal,or illegal activity.

3.6.2. To send, receive, upload,download, or use any material that may be offensive, indecent, defamatory,obscene, threatening, infringing on intellectual property rights, breachingconfidentiality, privacy, or third-party rights.

3.6.3. In a manner that is annoying oroffensive to third parties.

3.6.4. To send or supply"spam" or unsolicited promotional messages.

3.6.5. To transmit any electronicmaterial (including computer viruses) that causes or may cause any damage ornegative impact on CELERITY SOFTWARE S.L. (LOIALE) or other Internet users, orthat restricts or prohibits other End Users from using or enjoying CELERITYSOFTWARE S.L. (LOIALE)'s products or services.

3.7. The End User acknowledges and agrees that CELERITYSOFTWARE S.L. (LOIALE) is not responsible for the behavior of any Business. TheEnd User is solely responsible for their interactions online or offline withthe Business. The End User is solely responsible for their own behavior and anydata, text, file, information, image, graphic, photograph, audio file, work, orother content or material delivered, posted, or displayed through the Services.CELERITY SOFTWARE S.L. (LOIALE) does not control or direct the actions of usersof the Services and, therefore, will not be responsible for any offensive,inappropriate, obscene, illegal, or otherwise objectionable content orinformation that the End User may receive from the Business.

4. IntellectualProperty

4.1. CELERITY SOFTWARE S.L. (LOIALE) is the owner orlicensee of all intellectual property rights generated from and within theServices and any material published in connection with them (the"Materials"), except those that may be owned by the Business or theSponsor. These works are protected by copyright laws and internationaltreaties. All such rights are reserved.

4.2. The End User may not copy, reproduce, resell,distribute, broadcast, display, send, or transmit the Materials by any meanswithout the prior written consent of CELERITY SOFTWARE S.L. (LOIALE), except asnecessary to use the Services.

4.3. Any unauthorized use of the Materials may constitute aviolation of CELERITY SOFTWARE S.L. (LOIALE)'s, its third-party providers', theBusiness's, or the Sponsor's intellectual or industrial property rights, aswell as a breach of intellectual and industrial property, privacy, publicity,and telecommunications laws.

4.4. These Terms and Conditions do not grant the End Userany intellectual or industrial property rights in relation to the Services orthe Materials, except as necessary to use the Services.

4.5. Notwithstanding the foregoing, the content included inthe Services by the Businesses or the Sponsor will be their property.

5. Warnings andResponsibilities

5.1. CELERITY SOFTWARE S.L. (LOIALE) and the Businesses donot guarantee that the Services will be secure or free from errors or viruses.The End User is responsible for configuring their information technology,computer programs, and platform to access and use the Services. The End Usermust use their own virus protection software.

5.2. The End User must not misuse the Services by knowinglyintroducing viruses, trojans, worms, logic bombs, or other malicious ortechnologically harmful material. The End User must not attempt to gainunauthorized access to the Services, CELERITY SOFTWARE S.L. (LOIALE)'s server,or any server, computer, or database connected to the Services. The End Usermust not attack any aspect of the Services through a denial-of-service attackor a distributed denial-of-service attack.

5.3. CELERITY SOFTWARE S.L. (LOIALE) will report any suchbreach to the relevant law enforcement authorities and will cooperate withthose authorities by disclosing the End User's identity. In the event of such abreach, the End User's right to use the Services will cease immediately.

6. Limitation ofLiability

6.1. CELERITY SOFTWARE S.L. (LOIALE) will be liable fordamages exclusively in accordance with this clause 6.

6.2. CELERITY SOFTWARE S.L. (LOIALE)'s liability isunlimited for damages resulting from death, bodily injury, or health based onan infringement committed by a legal representative or designated agent ofCELERITY SOFTWARE S.L. (LOIALE), as well as for damages arising from the lackof a guaranteed feature or in the case of fraudulent intent.

6.3. CELERITY SOFTWARE S.L. (LOIALE)'s liability isunlimited for damages caused by CELERITY SOFTWARE S.L. (LOIALE), a legalrepresentative, or a designated agent by intent or gross negligence.

6.4. Liability in accordance with mandatory legalrequirements remains unaffected.

7. Miscellaneous

7.1. The illegality, invalidity, or unenforceability of anyprovision of these Terms and Conditions for any purpose will not affect thelegality, validity, or enforceability of such provision for any other purposeor the remaining provisions of these Terms and Conditions.

Any provision of the Terms that by itsnature does not cease upon termination of the use of the Services, regardlessof the cause, including, but not limited to, provisions regarding privacy,liability, and intellectual property rights, will survive any termination ofthe Services.

7.2. These conditions are subject to applicable law.

In the event of any dispute or claimrelated to the interpretation of these Terms and Conditions, the Parties agreeto submit such disputes or claims to the relevant Courts in accordance withapplicable law.

Last update: January, 2025.

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TERMS OF USE FOR THE LOIALE WEBSITE

Loiale.com is awebsite operated by CELERITY SOFTWARE S.L. (hereinafter referred to as"we" or "us"). We are registered in Spain with companyregistration number B70839865, and our registered address is Eduard MariaBalcells 49, Sant Cugat del Vallès, 08173, Barcelona, Spain.

Please read theseterms carefully. We suggest printing a copy for future reference.

These terms ofuse inform you of the terms on which you may use our website loiale.com. The use of the site includes accessing, browsing, orregistering to use the site. By continuing to use the website, you confirm thatyou accept these terms of use and agree to comply with them. If you do notagree with them, you must stop using the website immediately.

CHANGES TO THE TERMS AND CONDITIONS

We may need tochange these terms of use at any time by modifying this page. We may update ourwebsite or make changes to the content at any time.

OTHER APPLICABLE TERMS

The followingterms also apply: our privacy policy, which sets out the terms on which weprocess any personal data we collect from you or that you provide to us. Byusing our website, you confirm that you consent to such processing andguarantee that all data you provide is accurate.

COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS

We are the ownersor the licensees of all copyright, registered trademarks, database rights, andother intellectual property rights in our website and the material published onit.

You may print acopy and download extracts of any page(s) from our website for your personaluse, and you may point others to content on our site. You must not modify theprinted or digital copies of any materials you have printed or downloaded, andyou must not use any illustrations, photographs, video or audio sequencesseparately from the accompanying text. You must not use any part of our contentfor commercial purposes.

If you print,copy, or download any part of our website in breach of these terms of use, yourright to use our website will cease immediately, and you must, at our option,return or destroy any copies of the materials you have made.

LIABILITY

We do notguarantee that our website, or any content on it, will be free from errors oromissions. Although we strive to update the information on our website, we makeno representations, warranties, or guarantees, whether express or implied, thatthe content on our website is accurate, complete, or up to date. We maysuspend, withdraw, discontinue, or change all or any part of our websitewithout notice.

To the extentpermitted by law, we exclude all conditions, warranties, representations, orother terms which may apply to our website or any content on it, whetherexpress or implied. We will not be liable to any user for any loss or damage,whether in contract, tort (including negligence), breach of statutory duty, orotherwise, even if foreseeable, arising under or in connection with:

• Use of, or inability to use, our website; or
• Use of or reliance on any content displayed on     our website.

Please note thatwe only provide our website for domestic and private use. You agree not to useour website for any commercial or business purposes, and we have no liabilityto you for any loss of profit, loss of business, business interruption, or lossof business opportunity. We will not be liable for any loss or damage caused bya virus, distributed denial-of-service attack, or other technologically harmfulmaterial that may infect your computer equipment, computer programs, data, orother proprietary material due to your use of our website or to yourdownloading of any content on it or on any website linked to it.

We assume noresponsibility for the content of websites linked on our website. Such linksshould not be interpreted as endorsement by us of those linked websites. Wewill not be liable for any loss or damage that may arise from your use of them.We do not guarantee that our website will be secure or free from bugs orviruses. You are responsible for configuring your information technology,computer programs, and platform to access our website. You should use your ownvirus protection software.

LINKING TO OUR WEBSITE

You may link toour homepage, provided you do so in a way that is fair and legal and does notdamage our reputation or take advantage of it. You must not establish a link insuch a way as to suggest any form of association, approval, or endorsement onour part where none exists. You must not establish a link to our website on anywebsite that is not owned by you.

Our website mustnot be framed on any other site, nor may you create a link to any part of ourwebsite other than the homepage. We reserve the right to withdraw linkingpermission without notice. If you wish to make any use of content on ourwebsite other than that set out above, please contact us at support@loiale.com.

THIRD-PARTY LINKS IN OUR WEBSITE

Where our websitecontains links to other websites and resources provided by third parties, theselinks are provided for your information only. We have no control over thecontents of those websites or resources.

APPLICABLE LAW

These terms aregoverned by Spanish law, and the courts and tribunals of Barcelona, Spain, willhave exclusive jurisdiction to resolve any dispute or claim arising inconnection with these terms.

COOKIEPOLICY FOR LOIALE

Our website may use cookies todistinguish you from other users of the site. We may use the informationobtained or available from you through the use of cookies in the followingways:

• To     ensure that we can provide you with the information and services you     require from us.
• To     inform you about changes to the services provided.
• To     ensure that content from our site is presented in the most effective     manner for you.
• For the     administration of our website and for internal operations, including     troubleshooting, data analysis, testing, research, and statistical and     survey purposes.
• To     improve our website and ensure that the content is presented in the most     effective manner for you.
• To allow     you to participate in interactive features of our service, if you choose     to do so.
• As part     of our efforts to keep our website safe and secure.
• To     measure or understand the effectiveness of the advertising we serve to you     and others, and to deliver relevant advertising to you.

We may combine this information with theinformation you provide to us and other information we collect about you. Thismay be used for the purposes mentioned above (depending on the type ofinformation we receive).

DISCLOSURE OF YOURINFORMATION

We will not sell your information to anythird party. Your personal information may be shared with any member of ourgroup, meaning our subsidiaries, our ultimate holding company, and itssubsidiaries. We may share your information with certain third parties,including:

• Partners,     suppliers, and subcontractors for the performance of any contract we enter     into with them or you.
• Analytics     and search engine providers that assist us in the improvement and     optimization of our site.
• In the     event that we sell or buy any business or assets, we may disclose your     personal data to the prospective seller or buyer of such business or     assets.
• If     CELERITY SOFTWARE S.L. (Loiale) or substantially all of its assets are     acquired by a third party, in which case personal data held by it about     its customers will be one of the transferred assets.
• If we     are under a duty to disclose or share your personal data to comply with     any legal obligation, or to enforce or apply our terms of use or other     agreements, or to protect the rights, property, or safety of CELERITY     SOFTWARE S.L. (Loiale), our customers, or others. This includes exchanging     information with other companies and organizations for the purposes of     fraud protection and credit risk reduction.

STORAGE OF YOURPERSONAL DATA

The data that we collect from you may betransferred to and stored at a destination outside the European Economic Area(EEA). It may also be processed by staff operating outside the EEA. Bysubmitting your personal data, you agree to this transfer, storing, orprocessing. We will take all steps reasonably necessary to ensure that yourdata is treated securely and in accordance with this privacy policy.

Unfortunately, the transmission ofinformation via the Internet is not completely secure. Although we will do ourbest to protect your personal data, we cannot guarantee the security of yourdata transmitted to our site; any transmission is at your own risk. Once wehave received your information, we will use strict procedures and securityfeatures to try to prevent unauthorized access.

YOUR RIGHTS

We will retain your data only for aslong as it is relevant and useful for the purpose for which it was originallyprovided. You have the right to ask us not to process your personal data formarketing purposes. We will usually inform you (before collecting your data) ifwe intend to use your data for such purposes or if we intend to disclose yourinformation to any third party for such purposes. You can exercise your rightto prevent such processing by selecting certain boxes on the forms we use tocollect your data. You can also exercise your rights at any time by contactingus at support@loiale.com. Our site may, from time to time, contain links to andfrom the websites of our partner networks, advertisers, and affiliates. If youfollow a link to any of these websites, please note that these websites havetheir own privacy policies, and we do not accept any responsibility orliability for these policies. Please check these policies before you submit anypersonal data to these websites.

ACCESS TOINFORMATION

You have the right to access informationheld about you. Please note that any access request may be subject to a fee of€10 (ten euros) to meet our costs in providing you with details of theinformation we hold about you.

CHANGES TO THEPRIVACY POLICY

Any changes we may make to our privacypolicy in the future will be posted on this page. Please check back frequentlyto see any updates or changes to our privacy policy.

CONTACT

Questions, comments, and requestsregarding this privacy policy are welcomed and should be addressed to support@loiale.com.

Last modified:January, 2025

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