Standard Terms & Conditions to join Contextual Campaigns in the London Live Bus CountdownApp

Merchant (the "Merchant") agrees to participate in Axon Vibe Limited's, 09216473, Unit 2A Rickyard Barn, Blisworth Hill Farm, Stoke Road, Blisworth, NN7 3DB, United Kingdom (“Axon Vibe”) Contextual Campaigns (the "Contextual Campaign(s)") which, within the London Live Bus Countdown App (the “App”) provide marketing tools for merchants that are designed to increase customer traffic to participating merchants over time through digitally distributed merchant vouchers and incentives (the "Voucher(s)"). Participation is governed by the Merchant Agreement (the “Merchant Agreement”), which includes these Standard Terms & Conditions (the "Standard Terms"). Axon Vibe reserves the right to change or modify these Standard Terms at any time. The current version can be found at www.axonvibe.com/stc-axonvibe-londonlivebuscountdown.

1. Obligations of the Parties

1.1 Operation of the Contextual Campaigns. Axon Vibe uses reasonable efforts to occasionally run Contextual Campaigns within the App.

1.2 Vouchers. Merchant shall be solely responsible for confirming that all terms and conditions applicable to the Merchant’s services (the “Merchant Service(s)“) to the user of the App are complete, correct and in compliance with all applicable laws, and that the issuance of the Vouchers and all terms and conditions applicable to the issuance, use and redemption of the Vouchers and the goods, services, and/or experiences offered or provided in connection with the Vouchers are in compliance with all applicable laws. Merchant is the provider of the goods, services, and/or experiences described in the Voucher and the obligations and duties deriving from the Voucher are the sole responsibility of the Merchant. Moreover, Merchant is solely responsible for the choice of, the terms of and the effectiveness of the Vouchers that are offered in the Contextual Campaigns.

1.3 Distribution of Vouchers. Merchant hereby authorizes Axon Vibe to distribute (on behalf of the Merchant) Vouchers in accordance with the Merchant Agreement. Axon Vibe reserves the right to reject, revise, or discontinue publishing any Voucher.

1.4 Merchant Content. Unless otherwise agreed to by the parties, Merchant shall inform Axon Vibe in the Merchant Agreement or any amendment thereto about the type of the offered Voucher (e.g. discount, amount of discount, Buy One – Get One, etc.) and provide any logos, trademarks, photos and other digital material to be used for the Voucher (the “Merchant Content”). Based on the Merchant Content, Axon Vibe will design the Voucher to suit the Contextual Campaign and obtain approval for publication from the Merchant. If there is no response to the corresponding request from Axon Vibe within 48 hours, the Merchant is deemed to have granted the good for publication. Axon Vibe shall have the right to approve or reject any Merchant Content in its reasonable discretion. With Merchant’s prior consent Axon Vibe may modify the Merchant Content to satisfy Axon Vibe’s reasonable Contextual Campaign requirements.

1.5 Member Service. Axon Vibe and Merchant shall cooperate with each other in a reasonable manner to appropriately resolve any user complaints that may arise from the Vouchers. All in accordance with applicable data privacy laws. Users complaining about Merchant Content and Merchant Services are referred to the Merchant.

1.6 Control of Contextual Campaigns. Notwithstanding any other provision of the Merchant Agreement, Axon Vibe shall have the right to determine the content, appearance, functionality and all other aspects of the Contextual Campaigns in its sole discretion. Without limiting the generality of the foregoing, notwithstanding any other provision of the Merchant Agreement, Axon Vibe shall have the right to re-design, modify and alter the organization, structure, "look and feel", navigation, appearance, functionality and other elements of all or a part of the Contextual Campaigns and any aspect, portion or feature thereof.

1.7 Other Participants. Other parties may participate in and/or promote the Contextual Campaigns at Axon Vibe’s sole discretion, with or without the Merchant’s knowledge. Any additional footfall and/or related or unrelated income or costs occurring as a result of Merchant’s participation in the Contextual Campaigns may be influenced all or in part by the actions or inactions of other participants and non-participants, all of which are outside the control and responsibility of Axon Vibe. The Contextual Campaigns involve multiple participants and Axon Vibe cannot be held to guarantee, retract or otherwise take action, save for legally required action, in relation to any outcomes, participants, or actions or consequences caused by other participants or non-participants in the Contextual Campaigns. There is no right of recourse by any Contextual Campaign participant against any other participant.

2. Intellectual Property

2.1 Ownership. Nothing in the Merchant Agreement shall be deemed to give either Axon Vibe or the Merchant (together the “Parties”, each a “Party”) any ownership interest in any patent, invention, technology, copyright, trademark or other intellectual property right of the other Party’s intellectual property. In particular Merchant recognizes sole ownership of Axon Vibe’s intellectual property rights in the Contextual Campaigns and the intellectual property that enables the Contextual Campaigns and of any improvements, modifications or additions of such intellectual property rights, whether or not Merchant was involved in any such improvements, modifications or additions.

2.2 License. Merchant hereby grants Axon Vibe a non-exclusive, worldwide right and license to reproduce, display, sublicense, modify and publish the Merchant Content and all Voucher related logos and trademarks for the purpose of the Merchant Agreement in any media.

3. Representations, Warranties and Indemnities

3.1 Representations and Warranties. Merchant represents and warrants to Axon Vibe that the goods, services and/or experiences offered or provided through the Vouchers comply with applicable laws, ordinances, orders, guidelines, standards, rules and regulations and that Merchant Content does not infringe the intellectual property rights of any third person. Merchant assumes sole responsibility for the accuracy of the Merchant Content. Merchant agrees that the Merchant Content shall not contain or link to any material that is obscene, threatening, defamatory, unfair, misleading, deceptive, malicious, or which infringes on or violates any applicable law or regulation or any proprietary, contract, moral, privacy or other third party right, or which otherwise exposes itself and/or Axon Vibe to civil or criminal liability.

3.2 Indemnity by Merchant. Merchant will defend, indemnify and hold harmless Axon Vibe, its Affiliates, employees, directors, agents and representatives from and against any and all claims, costs, damages, judgments and expenses (including reasonable attorneys' fees) arising out of any third party claim, action or proceeding (collectively, "Claim") to the extent such Claim is based on (a) the Voucher and/or offer and any goods, services or experiences provided in connection therewith; (b) any actual or alleged breach of the Merchant's representations or warranties set forth in in the Merchant Agreement (c) any actual or alleged infringement of any intellectual property rights by any goods, services and/or experiences offered or provided in connection with any Voucher, the Merchant Content, or any technology or system used by the Merchant and/or (d) any other injury, harm or damage caused by any goods, services and/or experiences offered or provided in connection with any Voucher, the Merchant Content or other information, data, materials or other items provided or made available by Merchant under the Merchant Agreement.

3.3 No Warranty as to Contextual Campaigns. Merchant acknowledges that Axon Vibe makes no warranty whatsoever with respect to the operation, availability, content or quality of the Contextual Campaigns and/or Axon Vibe’s design of the Voucher. The Contextual Campaigns are provided “as is” and Axon Vibe disclaims all warranties, express or implied with respect thereto, including without limitation the fitness for a particular purpose, merchantability, noninfringement and title.

3.4 Exclusion of Damages. Except for each Party’s representations and warranties and indemnity obligations under the Merchant Agreement neither Party shall be liable to the other Party for any loss of sales, profit, business or data or for any indirect, consequential, exemplary, special, incidental, multiple or punitive damages even if advised of the possibility of such damages.

3.5 Limitation of Liability. The liability of Axon Vibe for any loss or damages suffered by Merchant in connection with this Merchant Agreement or any failure, act, omission or breach of this Merchant Agreement by Axon Vibe shall not exceed the amount paid by Merchant as a participant of the Contextual Campaigns during a period of three years preceding a claim was made by the Merchant.

4 Termination

Participation in the Contextual Campaigns will automatically terminate after all Vouchers of the Merchant have been redeemed by the users of the App or after twelve months after the first Contextual Campaign Merchant Vouchers issued under a particular Merchant Agreement has been launched. Unused or unredeemed Vouchers expire and dissolve after that date and cannot be used for other Contextual Campaigns anymore. Axon Vibe may terminate Merchant’s participation in the Contextual Campaigns for any reason. In case of Axon Vibe’s termination, the pro rata marketing fee for unredeemed and unexpired Vouchers will be refunded to the Merchant.

5 Miscellaneous

5.1 Severability. Each provision of Merchant Agreement shall be interpreted in such manner as to be effective and valid under Applicable Law, but if any provision of this Agreement shall be held to be unenforceable or invalid under Applicable Law, such provision shall be ineffective only to the extent of such unenforceability or invalidity and be replaced by such valid and enforceable provision which the Parties consider, in good faith, to match as closely as possible the invalid or unenforceable provision and to achieve the same or a similar economic effect. The remaining provisions of the Merchant Agreement shall continue to be binding and in full force and effect.

5.2 Public Relations. Both parties may use their collaboration under the Contextual Campaigns for public relations purposes.

5.3 Applicable Law. The governing law of the Merchant Agreement including these Standard Terms shall be the substantive law of England and Wales (the “Applicable Law”).

5.4 Jurisdiction. Any dispute arising out of or in connection with the Merchant Agreement, including any question regarding its existence, validity or termination shall be referred to and finally resolved by arbitration under the LCIA Rules, which rules are deemed to be incorporated by reference into this Article. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Northampton. The language to be used in the arbitral proceedings shall be English.

Version 1.0, 09 November 2023