EXCLUSIVE Affiliate MARKETING AGREEMENT

General Terms & Conditions

This “Exclusive Affiliate Marketing Agreement” is concluded by and between the Merchant and the Affiliate, as defined in the Commercial Terms.

1 CONTRACTING PRINCIPLES

1.2 Purpose

1.2.1 Contracted Purpose

1.2.1 This Affiliate Marketing Agreement sets forth the terms and conditions of cooperation between the parties for the purposes of marketing the Merchant’s Offering via the Affiliate’s Digital Content.

1.2.3 Excluded Purposes

1.2.3 For the avoidance of doubt, unless expressly stated in clause ‎“Contracted Purpose”, the specific purpose of this contract does not include acting in the name of or on behalf of a Party, acting as their distributor, working as an employee, offering to or actually (re)selling, exporting or manufacturing, any goods or services protected by their intellectual property, transferring any rights (including ownership) on or in their property (including intellectual property), using or modifying their intellectual property, or engaging with parties who will likely do any of the aforementioned (for example, without limitation, wholesalers, distributors, online resellers, discounters, exporters/importers, media companies, sports clubs participating in televised events).

Unless expressly stated elsewhere in this contract, any partnership, joint venture, association, company, business, and/or entity, between the parties is hereby excluded.

1.3 Definitions

1.3.1 Scope of definitions

1.3.1 Throughout the present contract (including its annexes, future modifications, corrections, (re)negotiations, and amendments), the words listed in this clause “Definitions”, as well as their grammatical derivatives and equivalents, shall have the meaning defined in this clause, whether or not the first letter is capitalized.

The same definitions shall apply to words used in any future official communications between the Parties.

In absence of a more specific definition, clause and section headings are deemed to operate as definitions.

1.3.2 definitions

App	the “Locco City” mobile application intended for use in the Territory;
applicable law	the obligatory binding rules in Hungary at the time of execution of this contract, excluding (i) choice of laws rules, except insofar as they designate the laws of the Territory as applicable and (ii) rules issued by international bodies that replace national rules in international situations;
associated persons	a person or entity actually or potentially linked by a Party or by one or more of a Party’s Group Companies, whether actively or passively to any (i) intellectual property, (ii) object(s), (iii) premises, (iv) confidential information, (v) right, and/or (vi) obligations, mentioned in this contract. The aforementioned linking is deemed by the Parties to have taken place with (i) all personnel and officers, and (ii) all persons or entities accessing or able to access premises, networks, and/or equipment, of the receiving Party and/or any of its Group Companies.
breach	when a Party does not fully perform an obligation set forth in this contract at the obligated time, unless this failure to perform is a direct result of force majeure or the other party’s action or omission; For the avoidance of doubt, unless otherwise specified, full performance of an obligation in this contract means actually achieving its intended result and does not mean making a best effort to achieve that result.
clause	refers to the given clause and any subsections thereof;
condition(s) precedent	a condition that must be fulfilled for a given obligation to exist;
confidential information	Information that the receiving Party receives or accesses, whose nature, mode of communication and/or marking would reasonably indicate that it may be confidential to the disclosing Party Confidential Information shall include information relating to (i) the disclosing Party, its group companies, their respective associated persons, (ii) this Contract, (iii) any agreement to which this Contract is annexed, and/or (iv) the Purpose of this Contract. Confidential Information shall exclude information that (i) is or falls into the public domain without fault of the receiving Party and/or its associated persons, or that (ii) the receiving Party can clearly prove that, prior to such receipt or access, was in its possession without any obligation of confidentiality.
contract	this “Exclusive Affiliate Marketing Agreement” (both the “General Terms & Conditions” and the “Commercial Terms” parts), including any modules therein or annexes thereof, as well as any future modifications, corrections, (re)negotiations or amendments of these, each of which constitutes an integral part of this contract;
Digital Content	the App (and/or the Website if the Website is used to offer the Merchant’s Offering);
effective date	the effective date provided in the Commercial Terms ;
electronic address	the electronic addresses indicated in the Commercial Terms ;
essential obligation	all obligations that are incumbent on a specific Party;
expiration date	the expiration date provided in the Commercial Terms ;
false information	Financial information will be deemed “false” if there is a 3% or greater discrepancy between the value as presented in the supporting documents and the actual value of that item at the date those documents were presented. Other information will be deemed “false” if the difference between the information provided and the objective truth relating to that information would affect a party (i) in practice or (ii) its willingness or ability to enter into the contract.
force majeure	an event fulfilling the following cumulative conditions: (a) independent of the will of a Party, (b) unforeseeable by a wary businessperson in similar circumstances, (c) insurmountable by a wary businessperson in similar circumstances; An event of force majeure lasts until a wary businessperson would be able to resume their normal course of business. The burden of proof of such an event is on the Party claiming it as an excuse. For the avoidance of doubt, officially recognized natural disaster, changes in Applicable Law or Local Law, which would significantly impact the rights or obligations in this contract, shall each be considered force majeure events; medical conditions (including pandemics) shall not be considered force majeure events.
Free Trial Period	the period indicated in the Commercial Terms during which the Affiliate’s services are offered to Merchant free of charge;
general communication	a fax or an email sent to a Party’s electronic address; Unlike for official communications, the Parties agree that there is no valid way to prove receipt or sending of general communications.
group companies	the respective ultimate holding company of each of the Parties and any company that holding company owns (through 50% or more of the issued share capital) or controls (through the ability to appoint 50% or more of the officers);
information	information that may be gained, transmitted, accessed, manifested and/or recorded, in whatever form or manner, including, for example, via documents, computers (e.g. programs, databases), online content, physical objects (e.g. prototypes) or spaces (e.g. buildings), electromagnetic signals, images, smells, sounds;
Licensee	the Affiliate;
Licensor	the Merchant;
Licensor IP	the intellectual property and rights in the elements provided by Licensor via the Digital Content, as such exist at the date of execution of this contract. Any eventual future improvements, developments, derivatives, or modifications thereto are owned by/held by the Licensor and (i) are included in the Licensee’s obligations relating to the Licensor’s intellectual property (including obligation to make no claim on Licensor’s IP) , but (ii) are not included in the Licensee’s rights and/or obligations to use, unless, at the Licensor’s sole discretion, these are communicated to Licensee as being applicable to it, including by uploading via the Digital Content;
local law	all legal, regulatory, administrative (including those relating to safety and labelling requirements and standards, intellectual property procedures, administrative licenses and registrations) or other binding provisions that apply to (i) a Party’s contractual position under this Contract, and/or (ii) any of a Party’s rights or obligations under this Contract
negotiate, renegotiate	the process of exchanging communications until agreement is reached, as set out in clause “Modifications & Amendments”, or such process applied mutatis mutandis if concerning points other than modifications or amendments to the contract text itself;
Offering	the goods and/or services offered by the Merchant to the Users at discounted prices, as selected by Merchant via the Digital Content, and excluding those products in Annex “Product Guidelines”;
official communication	a typed, dated, stamped and hand-signed letter, sent registered with return receipt to a Party’s official place of incorporation; The Parties agree that the postal return receipt, and the date thereupon, constitutes valid proof that an official communication was sent or received at a given time. In cases where a delay mentioned in this contract starts from the time a Party receives an official communication, that delay starts when the postal services first attempt to deliver the communication, and not when the Party (who is thus considered as having been officially notified) decides to come and claim the letter at the post office.
official place of incorporation	for each party, the address specified in the Commercial Terms or, in case of change, the new address communicated to the other party in an official communication;
Participating Location(s)	those of the Merchant’s physical premises that participate in the Merchant’s Offering as designated by the Merchant via the Digital Content;
parties	collective reference to both Merchant and Affiliate;
party	either the Merchant or the Affiliate;
payment deadline	unless otherwise specified elsewhere in this contract, in which case that deadline shall prevail, within 8 (eight) business days of receipt of an invoice;
payment, pay, transfer	cash deposit or bank transfer received to the credit of a party’s bank account indicated on the invoice and located either in the Territory or in the same territory as their official place of incorporation, for the full amount required of the paying party, and on or before the payment deadline; Unless otherwise specified in this contract, all payable amounts are gross, and already include taxes (such as VAT and withholding tax), duties, fees, and any other expenses relating to making payment. For the purposes of the obligations set forth in this contract, partial payment is equivalent to the absence of any payment. Any funds thus received may nevertheless be used against the other Party’s negative balance insofar as the accounting of their relationship is concerned (whether or not this accounting is formalized) ; beyond this circumstance, no offset or counterclaim relating to other sums may be claimed against payment.
significant breach	when a Party does not fully perform an essential obligation at the obligated time, unless this failure to perform is a direct result of force majeure;
Target Market Criteria	the criteria chosen by the Merchant to target a specific market of Users as selected by Merchant via the Digital Content;
term	for this contract or a module therein, the period starting on the effective date and ending on the expiration date, unless terminated earlier in the conditions permitted hereunder, extended by mutual agreement or extended automatically (if such possibility is specifically provided);
territory	the mainland territories of Hungary;
they / it	refers to either one of the Parties, or to both Parties, depending on the context;
User	the end users of the Digital Content;
venue	the commercial courts of Budapest, Hungary;
Website	the loccocity.com website intended for use in the Territory;

1.3.3 Module-specific Definitions

1.3.3 The definitions in a module shall apply only to rights and obligations therein, and to the results thereof or communications relating thereto, unless no such definition appears in the main contract body but the word is used therein, in which case the definition in a module shall apply in the same way a general definition applies.

1.4 Contracting Language

1.4.1 Official language & translations

1.4.1 This contract was drafted and agreed upon in the English language.

Any translation of this contract is provided purely for ease of reference ; the English language version is the only official version and shall always prevail in case of any contradiction.

The cost of translating any document relating to this contract shall be borne by the Party requesting such.

1.4.2 Interpretation

1.4.2 If an element of this contract requires interpretation, it shall be interpreted in favour of the creditor of the obligation in question.

In case of doubt as to the meaning of any word(s) or phrase(s) of this contract, the Parties agree to use the meanings given in clause “Definitions”, and in absence thereof, to the meaning provided in “Black’s Law Dictionary”, and in absence thereof, to the meaning provided in the “Oxford English Dictionary”.

Words in parentheses shall not apply restrictively but rather provide an additional alternative or examples within the context.

1.5 Applicable Law

1.5 The applicable law shall apply to this contract, to all matters arising from it, and to all aspects of the Parties’ relationship related to this contract, including disputes.

1.6 Entirety of contract

1.6 This contract constitutes the entire agreement between the Parties, and supersedes any previous negotiations, commitments or agreements, relating to the contracted purpose.

In the eventuality that part of the present contract (including a module) is annulled, voided or becomes illegal, the remainder of this contract shall continue to bind the parties, who will promptly begin good faith negotiations of replacement provisions. However, in case this applies to any essential obligation, this contract shall terminate automatically.

1.7 Contracting Structure

1.7 This contract may contain modules whose interaction with the main body of the contract is defined elsewhere therein.

Unless otherwise indicated therein, the condition precedent for a higher numbered module (e.g. 4) is the existence and successful conclusion of a lower numbered module (e.g. 3).

1.8 Copies & Counterparts

1.8 Two (2) identical original copies (or 1 if signed electronically) of this contract are signed by the Parties and initialled by them on each page except the signature page. In case of contradiction between a copy and one of the original copies, an original copy shall prevail.

This contract is validly signed only if signed by the authorized legal representatives of each party in the same document ; this contract is not validly signed in separate counterparts.

1.9 Dates & Times

1.9 Unless otherwise specified in this contract, the date of execution of an obligation is between 05:00 AM and 11:00 PM CET on a business day, in the place of execution.

If the final deadline of the performance of an obligation or of a communication falls on an official holiday or on the weekend held in the place of execution, then the deadline is postponed until the first business day thereafter.

1.10 Errors

1.10 The parties may validly modify this contract by means of ordinary communications in order to correct what both parties agree is a simple error.

1.11 Contradictions

1.11 If within a reference to another clause there is a contradiction between the clause number and the title of the clause, the title of the clause shall prevail.

If, in this contract or in any future documents the parties generate in application thereof, there is a contradiction between the mathematical and literal representations of a number, the literal representation shall prevail.

If there is a contradiction between the body of this contract and an annex, the body shall prevail, unless the relevant wording in the body is prefaced by “Unless otherwise specified in this contract” or equivalent.

If there is a contradiction between the general terms of this contract and terms within a specific module, the module’s terms shall prevail. In case of contradiction between a module-specific definition and a general definition, the module-specific definition shall prevail.

1.12 Warranted Characteristics

1.12 The parties are entering into this contract on reliance of the warranted characteristics below. Either party may request copies of documents substantiating these characteristics.

Without prejudice to any other remedies, a party may annul or terminate this contract, at the other party’s expense, upon learning that any of these warranted characteristics is not met at any time during the term.

1.12.1 Independence

1.12.1 Each Party warrants that it is entering this contract as an independent professional entrepreneur with an already existing business not dedicated primarily to the sale or distribution of the goods / services of the other Party, and not as a consumer, employee, or agent.

1.12.2 No violation

1.12.2 Each Party warrants that its execution of the obligations or requirements under this contract do not and will not violate any other contract to which it is bound or any provisions of Applicable Law or Local Law.

1.12.3 Expertise

1.12.3 Each party warrants that it is sufficiently well-versed in the subject matter required from it to perform as a professional in the fields relevant to its obligations under this contract.

1.12.4 Authorizations

1.12.4 Each party warrants that it has all the administrative authorizations and professional qualifications to execute its obligations under this contract.

1.12.5 Resources

1.12.5 Each party warrants that it has sufficient resources to successfully perform its obligations under this contract.

1.12.7 No reliance

1.12.7 Each party warrants that the decision to enter this contract is not made on reliance of any warranty or representation made by the other Party.

1.12.8 Authority

1.12.8 Each party warrants that it has the full legal authority to enter into this contract and that its signatory has full legal authority to bind it as a Party thereto.

1.12.9 Veracity

1.12.9 Each party warrants that the information it supplies is, to the best of its knowledge, accurate, and that it understands that the other party relies on this information.

A party found to have, intentionally or unintentionally, provided false information will defend and hold harmless the other party, and forward and reimburse to it all sums corresponding to any expenses and liabilities incurred as a result of the false information.

A party may annul or terminate this contract, at the other party’s expense, upon learning that any of the information provided was false or misleading. The burden of proof of the veracity of information lies on the party providing that information.

1.12.10 Clear Ownership

1.12.10 Licensor warrants that it is the sole legal and/or beneficial owner / holder of the Licensor IP and that, to the best of its knowledge, on the date of execution of the contract, the Licensor IP is free and clear of third party claims that would affect Licensee’s use thereof, or that would lead to claims against Licensee.

If Licensor IP expires, is cancelled, or is terminated (except as a result of Licensee’s breach) Licensor shall, as soon as possible, (1) inform Licensee and (2) remove it from the Digital Content.

2 Beginning of Contractual Relationship

2.1 Start of Term

2.1 The term of this contract and/or a module therein shall commence, and all rights and obligations thereunder shall become effective, on its effective date.

3 Established Contractual Relationship

3.1 Performance of Obligations

3.1.1 Obligations Incumbent UPON All Parties

3.1.1.1 Personal performance

3.1.1.1 Neither Party may accomplish any of its obligations through agents, subcontractors, or sub-distributors.

3.1.1.2 Good faith

3.1.1.2 The Parties will execute their obligations in good faith, and look out for the other’s interests. The Parties will not abuse the rights or privileges granted in this Contract, for example, in order to affect a delay mentioned therein. This does not interfere with the possibilities mentioned elsewhere in this Contract, for example, to ask for the Payment of penalties, to terminate the Contract, etc.

3.1.1.3 Compliance

3.1.1.3 Each Party shall, at its expense, be solely responsible for complying with Applicable Law and Local Law, and indemnify and hold the other Party harmless in case of non-compliance therewith.

3.1.1.3 In particular, Merchant shall comply with any rules related to consumers (including false or misleading advertising) and/or to fair business practices (including loss leading and predatory pricing).

3.1.1.5 Third Party Claims

3.1.1.5 If (i) a party is required to provide clear and unencumbered (intellectual) property and/or rights, and that party breaches such obligation, or if (ii) a party’s use of (intellectual) property and/or rights is not in accordance with this contract or instructions provided thereunder, and this leads to a third party claim (of infringement or otherwise), the breaching party shall defend the other party and hold it harmless, indemnify it against all losses, costs, damages and expenses suffered or incurred (including reasonable legal fees) as a result of such claim, and, upon the other party’s request, (i) modify the (intellectual) property and/or rights or (ii) procure a replacement solution, so as to achieve the originally intended purpose without infringement or claim.

A claim citing both parties shall be conducted, if possible, by the party owning or holding the property or by the creditor of the right upon which the claim is based. The Party who does not have sole conduct of the claim may not communicate (either directly or indirectly) with the claimant (beyond what may be legally required of it), it may not have any conduct that could be interpreted as corroborating such claim or admitting liability, and it may not make any attempt to settle the claim.

In case the Parties jointly enter proceedings, the costs, charges and fees relating thereto will be split equally between the Parties as would any eventual awards. In case only one Party litigates, it alone shall bear the related costs, charges and fees and receive any awards. In either case a party shall provide such assistance to the other party as may reasonably be required in connection with any legal proceedings relating to the other party’s (intellectual) property and this contract.

The parties agree that the risk and expenses relating to frivolous claims relating to this contract shall be borne equally by both parties.

3.1.1.6 Expenses

3.1.1.6 Unless specified otherwise in this contract, each party shall cover its own costs and expenses (including tax, duties, supplies, labour), relating to (1) their performance of an obligation under this contract (including the obligation in clause “Compliance”), (2) their general role or position under this contract, (3) any conditions precedent that are dependant on them, and (4) any testing or verification that they choose to perform to ensure the other Party has performed their obligations.

3.1.1.7 Invoicing

3.1.1.7 Unless specified otherwise in this contract, the party providing a service shall invoice the other party within 5 (five) business days of the end of any calendar month in which such service was provided.

3.1.1.8 Obligations relating to interactions with others

3.1.1.8.1 Obligations relating to interactions with other Parties

3.1.1.8.1.1 Communication

3.1.1.8.1.1 Unless otherwise specified in this contract, communications between the parties shall take the form of general communications.

Unless otherwise specified in this contract, only the persons – and anyone they designate for this purpose via general communications – indicated in the Commercial Terms shall validly send/receive general communications.

3.1.1.8.1.2 information

3.1.1.8.1.2 A Party shall immediately inform the other of any development or new information that may affect the other Party’s interests or which can, potentially or actually, affect the applicability or enforceability of this contract or any part thereof.

3.1.1.8.2 Obligations related to interaction with third parties

3.1.1.8.2.1 Confidentiality

3.1.1.8.2.1 Confidential Information shall be used exclusively for the performance, enforcement, termination and/or disputes relating to this contract, and shall be held by the receiving Party in strictest confidence.

The receiving Party shall not disclose Confidential information to any third party except to those of its associated persons that the receiving Party or one or more of the receiving Party’s Group Companies actually and actively links to the Confidential Information (i) in relation to the Purpose of this Contract, (ii) who has a legitimate need to know the Confidential Information for such Purpose, and (iii) who is bound by confidentiality terms at least as protective of the Confidential Information as this Contract.

The receiving Party shall secure the Confidential Information and protect it from access by anyone other than the aforementioned intended recipients, using a professional degree of care.

The receiving Party’s obligations relating to divulging or protecting confidential information shall remain in effect for (i) 5 (five) years after the Term or (ii) until that information may reasonably be considered as no longer confidential, whichever is longer.

3.1.1.8.2.8 Public Announcements

3.1.1.8.2.8 Neither party shall make any reference to the other party, its group companies or associated persons, in any promotional or marketing material, or in any press release or other public announcement or advertisement without the other party’s prior written consent.

3.1.2 Obligations incumbent upon specific parties

The specific obligations incumbent upon each Party are defined in the Commercial Terms.

4 Alteration of Contractual Relationship

4.1 Breach

4.1.1 Trigger

4.1.1 Each Party shall be liable for its breach of any obligation incumbent upon it in this contract.

A Party shall be responsible for, defend and hold harmless the other Party against, any action or omission of its associated persons as if such action or omission were the Party’s own action or omission, except if its associated person’s action or omission managed to overcome their best professional preventive efforts.

4.1.2 Effects of breach

4.1.2.1 Remedies

4.1.2.1 In the event of a breach of this contract, the aggrieved party may resort to any combination of the following remedies: (a) terminate the contract, (b) seek damages, (c) suspend execution of its own obligations, (d) restrict the breaching Party’s access to a service.

4.1.2.1.1 Exceptio non adimpleti contractus

4.1.2.1.1 Without prejudice to the rights of termination or any other remedy, in the event a Party is in breach, the other Party may suspend the performance of its obligations hereunder, with immediate effect and without notice, until such time as such breach is stopped.

4.1.2.1.3 Damages & Liabilities

4.1.2.1.3 In the event of a breach of this contract, the aggrieved party may claim real (but not potential) damages in reparation for any and all expenses, liabilities, or other financial burdens, resulting directly from the breach.

The burden of proof of the existence of damages falls on the party claiming them.

The fact that damages are claimed or granted does not prevent the victim of a breach from seeking payment of specific sums or penalties mentioned elsewhere in this contract.

4.1.2.1.3 All sums owed to a party as a result of a breach generate compounded interest at the highest MFI interest rate on outstanding amounts of euro-denominated loans to non-financial corporations as published by the European Central Bank for the month prior to the date of the breach and counting from the date of the breach

4.1.2.1.4 Liquidated Damages

4.1.2.1.4 Because damages may be difficult to ascertain in the following circumstances, the Parties agree that the listed amounts shall correspond to the minimum damage suffered by the aggrieved Party ; this shall not prevent the aggrieved Party from seeking any other remedy, in particular for the full extent of damages actually suffered or costs incurred.

The breaching Party shall owe 300,000 Ft (three hundred thousand HUF to the aggrieved Party for each breach of an obligation relating to one or more of the following: intellectual property, confidential information, wrongful termination, false information, exclusivity, non-compete.

This debt becomes due immediately upon breach, without requirement for notice, and is payable within 15 (fifteen) business days.

Module-specific liquidated damages may apply in the same way as those in the present clause.

4.1.2.2 Limited Liability

4.1.2.2 Neither Party shall be liable for the other Party’s indirect, punitive, special, incidental, or consequential loss (for example, loss of sales, loss of turnover, loss of goodwill and/or business interruption) or damages, relating to this contract, even if informed of the possibility of such beforehand.

The total liability of Affiliate in connection with any claim arising under or relating to this contract, whether based on negligence, contract, tort or otherwise, shall be no greater than (i) the total value of payments made by Merchant during the period of 6 (six) months prior to the cause of action arising, plus (ii) the total value of the services still owed to Merchant at the date of the cause of action.

No limitation of liability shall apply to either party in the following cases: (i) death or injury caused by negligence, (ii) wilful harm or misconduct, (iii) fraud, (iv) non-frivolous third party (intellectual) property claims, (v) breach of any obligation in clause “Liquidated Damages”.

4.2 Objective Changes

4.2.1 Environment of contract

4.2.1.1 Hardship

4.2.1.1 Except for amounts that are indexed elsewhere in this contract, if, for reasons external to the will of a party, the value of an amount mentioned in this contract varies by more than 10% versus its value at the time of signature or entry into force of this contract or a module therein (for example, because of inflation), then either Party can propose a renegotiation of the amount in question. Failure to agree upon a new sum shall be considered a case of force majeure.

4.2.1.2 Force Majeure

4.2.1.2 In the event of force majeure, the obligations effected thereby (including as a result of the other Party’s inability to execute its obligations) are suspended for the duration of such event insofar as the creditor of the obligation is informed thereof.

4.2.2 Party-related Objective Changes

4.2.2.1 Intuitu personae

Neither Party may assign, exchange, will, sell, gift, invest, lend, license, novate or otherwise transfer any of its rights or obligations under this contract, or the contract itself, without the prior written consent of the other Party.

4.3 Contractual Changes

4.3.1 Modifications & Amendments

4.3.1 Either Party can, in the form of an official communication, propose a modification of, or addition to, this contract, which the other Party may refuse, without this refusal being a legitimate cause for termination or source of liability. Additions or modifications are only integrated into this contract if the Party receiving the proposal accepts it in the form of an official communication; until such an acceptance, the Parties will continue to (i) exchange general communications and (ii) perform their obligations as previously. If the acceptance does not happen within 1 (one) month of the receipt of the initial proposal, the modification or addition (or, if no specific timeline is provided for such, the negotiated point), shall be deemed to have failed and not be integrated into the contract.

The Parties may also modify the contract through a document signed by each party’s authorized representative.

The following types of modifications and/or additions to this contract may take place directly via the Digital Content (if relevant options are provided therein) or via general communications, and be integrated into this contract and implemented in practice (in the time frames either agreed in such communications or immediately if done via the Digital Content):

updates / amendments to Merchant’s Offering, Target Market, Criteria, and/or Licensor’s IP.

4.3.2 Waivers

4.3.2 Any waiver of an obligation or requirement under this contract must be made in writing and signed by the waiving party. A waiver or tolerance in one instance shall not imply any further waiver.

4.4 Suspension of Contractual Relationship

4.4 All delays mentioned for the performance of an obligation in this contract are suspended during a situation of force majeure.

4.5 Disagreement

4.5.1 Conflict resolution

4.5.1.1 Amicable accord

4.5.1.1 Unless there is an immediate and potentially irreparable threat to a Party’s interests (such as a Significant Breach), each Party will make their best effort to work through any disagreement before commencing any litigation. They will follow the procedure mentioned in clause “Exchange of Propositions”, during which time each Party will perform their contractual duties as required.

The obligation to seek amicable accord prior to litigating will continue to bind the Parties even after the termination of this contract (including termination for breach), but this obligation does not apply in case of wrongful termination.

4.5.1.2 Exchange of propositions

4.5.1.2 In case of disagreement, a Party will send the other Party a general an official communication entitled “Conflict Resolution: Exchange 1 - Statement”, containing the following: 1. a summary of the other Party’s offending opinion, as understood by the Party sending the letter 2. a statement explaining the sender’s point of view 3. a suggestion of how to resolve the conflict.

The Party receiving the aforementioned letter will in turn send the other Party an official communication entitled “Conflict Resolution: Exchange 1 - Reply”, containing the following: 1. a summary of the other party’s point of view 2. a statement explaining the replying Party’s point of view, 3. a suggestion of how to resolve the conflict.

The Parties will continue to exchange official communications in this manner, until an agreement is reached, or until the final letter “Conflict Resolution: Exchange 3 - Reply ” is received. If the Party receiving this letter feels that their original claim is still not settled, they may commence litigation. Each series of exchanges refers only to the set of claims originally made in the first letter (Exchange 1- Statement); any new issues raised do not warrant starting litigation until their own series of exchanges are finished.

For the purposes of this clause, if a Party does not answer a letter within ten business days of receiving it, the other Party may either send a communication on the next level (pass from Exchange 1 to 2, 2 to 3, or 3 to litigation ) or consider that agreement is reached and act according to the terms that were thus accepted by silence.

4.5.4 Litigation

4.5.4.1 Premature litigation

4.5.4.1 If a Party commences litigation in any court system without respecting the procedure set out in clause “Disagreement”, (without prejudice to other remedies or penalties in this contract) that Party agrees to advance all relevant procedural costs to the other Party until such time as the case is judged and the court determines which Party shall bear the final burden of said procedural costs. These procedural costs include 1. attorney retainer and fees 2. filing and other fees inherent in judiciary procedure 3. insurance deductibles. Furthermore, the defendant may counter-sue or commence other litigation without respecting the conflict resolution procedure mentioned in clause “Conflict Resolution”.

4.5.4.2 Jurisdiction

4.5.4.2 The Parties submit to the exclusive jurisdiction of the competent courts of the Venue for all proceedings relating to this contract, all matters arising from it, including disputes, and the relationship of the Parties relating to this contract.

Nevertheless, each Party recognizes that a breach of clauses “Confidentiality”, “Non-compete”, and/or any obligation in clause “Liquidated Damages”, may cause irreparable harm to the other and that actual damages may be difficult to ascertain or inadequate in such cases. Each Party shall have the right to enforce those clauses or obligations by injunction, specific performance, or other equitable relief, without a requirement to prove actual damages and without prejudice to any other rights and remedies that they may have otherwise.

In the event of litigation, a Party that seizes a court other than that allowed by the present clause, shall advance and/or owe the other party’s legal fees, as per clause “Premature Litigation”.

5 End of Contract or Module

5.1 Causes

5.1.1 Legitimate causes

5.1.1.2 Nullity

5.1.1.2 A specific module shall become automatically nullified if the principal object upon which it is based is no longer fit for any purpose mentioned therein. This contract shall become automatically nullified if, in case of a nullified module, the parties are not able to apply clause “Entirety of contract”.

5.1.1.3 Termination

5.1.1.3 A Party may legitimately terminate this contract (or a module therein) in the conditions specified elsewhere in this contract, or for the reasons mentioned in the present clause.

The Parties agree that termination executed according to this clause shall not, in and of itself, generate any damages, liability or right to any indemnity whatsoever.

During the notice period, the Parties will continue to perform their obligations as required, unless the terminating party specifically asks the other party to cease performance of one or more of its obligations.

5.1.1.3.1 Termination for convenience

5.1.1.3.1 Either party may terminate this contract (or one or more modules therein) by serving a notice of termination on the other Party in an official communication, for convenience and without the need to provide any reason. This notice will effectively terminate the contract or module 2 (two) months after receipt by the other party.

5.1.1.3.2 Termination for cause

5.1.1.3.2.1 Breach

5.1.1.3.2.1 If a Party feels the other is in breach, the aggrieved Party shall send the breaching Party a warning by official communication. If 5 (five) business days after receipt of this warning by the breaching Party, the aggrieved Party has not yet received either full performance or proof of force majeure, the aggrieved Party may legitimately terminate this contract (or module therein) with immediate effect. This clause “Breach” does not apply to any obligation whose breach automatically leads to termination of this contract.

No Party may invoke their own breach in order to terminate this contract or a module.

5.1.1.3.2.2 Insolvency

5.1.1.3.2.2 Either Party may terminate the contract with immediate effect, by serving a notice of termination on the other Party, if the other Party becomes insolvent, or enters judicial administration or liquidation, in respect of any part of its assets.

5.1.2 Wrongful Termination

5.1.2 If a Party terminates this contract other than in the conditions and for the reasons specified in clause “Legitimate causes”, that Party shall be in breach of the present clause.

Upon learning of the wrongful termination, the other party may choose to treat it as if it were a legitimate termination, and becoming effective at any point in time of the aggrieved Party’s choosing, starting from the moment the terminating party claims that the termination took place.

5.2 Effects of CONTRACT End

5.2 Termination or expiration of a module shall not imply or effect termination or expiration of any other module or this contract itself, unless the expired or terminated module is a condition precedent for another module or this contract. The effects below shall apply to the contract or to a given module that is terminated or expired.

Termination of this contract shall effect termination of all modules therein, unless such module expressly states that it shall survive independently in case of termination of the contract.

Termination conform to this clause shall not, in and of itself, generate damage or any right to indemnity, and is without prejudice to what is owed to a Party including (i) debt generated because of Services remaining to be provided and (ii) proportional payment for Services already provided

5.2.1 Immediate effects

5.2.1.1 Stop Use

5.2.1.1 Both Parties shall immediately stop using the Licensor IP and remove it from the Digital Content.

5.2.2 Mediate Effects

5.2.2.2 No Termination Indemnity

5.2.2.2 Except in the case of wrongful termination as specified in clause “Wrongful Termination”, each Party declares that they have no right to indemnification as a result of the end of the contract’s or a module’s term itself or as a result of the loss of clientele associated therewith, that they shall not claim any termination liability relating thereto, and that they shall not claim reimbursement for any investments relating to this contract or a module therein.

5.2.2.3 Survival of clauses

5.2.2.3 Any clauses of this contract whose terminus ad quem is (i) not specified or (ii) is specified as perpetual or unlimited, shall survive the end of the Term, as long as their object is extant and as allowed under Applicable Law or Local Law.

ANNEX 1 – Online Intermediation special terms

In application of EU Regulation n° 2019/1150 on “promoting fairness and transparency for business users of online intermediation services” (hereinafter “Regulation”) the following special terms shall take precedence and prevail over any contradictory terms in the main body of the contract to which they are appended.

For ease of reference,

the paragraph numbers in each section are aligned with the text of the Regulation,
key operative elements are highlighted,
certain sections are indicated as not applicable to the current contract / services but kept for reference in case of future changes.

DEFINITIONS

business user : the Merchant;
durable medium : email or physical letter;
ranking : means the relative prominence given to the Offering offered through the Digital Content ;
provider of online intermediation services : the Affiliate;
terms and conditions : means all terms and conditions or specifications, irrespective of their name or form, which govern the contractual relationship between the Parties and are unilaterally determined by the Affiliate.

Proposed UNILATERAL changes to the SERVICE

2. Providers of online intermediation services shall notify, on a durable medium, to the business users concerned any proposed changes of their terms and conditions.

The proposed changes shall not be implemented before the expiry of a notice period which is reasonable and proportionate to the nature and extent of the envisaged changes and to their consequences for the business user concerned. That notice period shall be at least 15 days from the date on which the provider of online intermediation services notifies the business users concerned about the proposed changes. Providers of online intermediation services shall grant longer notice periods when this is necessary to allow business users to make technical or commercial adaptations to comply with the changes.

The business user concerned shall have the right to terminate the contract with the provider of online intermediation services before the expiry of the notice period. Such termination shall take effect within 15 days from the receipt of the notice pursuant to the first subparagraph, unless a shorter period applies to the contract.

The business user concerned may, either by means of a written statement or a clear affirmative action, waive the notice period referred to in the second subparagraph at any moment from the receipt of the notice pursuant to the first subparagraph.

During the notice period, submitting new goods or services to the online intermediation services shall be considered clear affirmative action to waive the notice period, except in cases where the reasonable and proportionate notice period is longer than 15 days because the changes to the terms and conditions require the business user to make significant technical adjustments to its goods or services. In such cases, the notice period shall not be considered automatically to be waived where the business user submits new goods and services.

The notice period set out [above] shall not apply where a provider of online intermediation services:

(a) is subject to a legal or regulatory obligation which requires it to change its terms and conditions in a manner which does not allow it to respect the notice period referred to in the second subparagraph of paragraph 2;

(b) has exceptionally to change its terms and conditions to address an unforeseen and imminent danger related to defending the online intermediation services, consumers or business users from fraud, malware, spam, data breaches or other cybersecurity risks.

Restriction, suspension and termination OF SERVICE

1. Where a provider of online intermediation services decides to restrict or suspend the provision of its online intermediation services to a given business user in relation to individual goods or services offered by that business user, it shall provide the business user concerned, prior to or at the time of the restriction or suspension taking effect, with a statement of reasons for that decision on a durable medium.

2. Where a provider of online intermediation services decides to terminate the provision of the whole of its online intermediation services to a given business user, it shall provide the business user concerned, at least 30 days prior to the termination taking effect, with a statement of reasons for that decision on a durable medium.

3. In the case of restriction, suspension or termination, the provider of online intermediation services shall give the business user the opportunity to clarify the facts and circumstances in the framework of the internal complaint-handling process referred to [below]. Where the restriction, suspension or termination is revoked by the provider of online intermediation services, it shall reinstate the business user without undue delay, including providing the business user with any access to personal or other data, or both, that resulted from its use of the relevant online intermediation services prior to the restriction, suspension or termination having taken effect.

4. The notice period in paragraph 2 shall not apply where a provider of online intermediation services:

(a) is subject to a legal or regulatory obligation which requires it to terminate the provision of the whole of its online intermediation services to a given business user in a manner which does not allow it to respect that notice period; or

(b) exercises a right of termination under an imperative reason pursuant to national law which is in compliance with Union law;

(c) can demonstrate that the business user concerned has repeatedly infringed the applicable terms and conditions, resulting in the termination of the provision of the whole of the online intermediation services in question.

In cases where the notice period in paragraph 2 does not apply, the provider of online intermediation services shall provide the business user concerned, without undue delay, with a statement of reasons for that decision on a durable medium.

5. The statement of reasons referred to in paragraphs 1, and 2 and in the second subparagraph of paragraph 4 shall contain a reference to the specific facts or circumstances, including contents of third party notifications, that led to the decision of the provider of online intermediation services, as well as a reference to the applicable grounds for that decision referred to in point (c) of Article 3(1) [of the Regulation].

A provider of online intermediation services does not have to provide a statement of reasons where it is subject to a legal or regulatory obligation not to provide the specific facts or circumstances or the reference to the applicable ground or grounds, or where a provider of online intermediation services can demonstrate that the business user concerned has repeatedly infringed the applicable terms and conditions, resulting in termination of the provision of the whole of the online intermediation services in question.

Ranking

(cf. Annex “Pricing”)

Ancillary goods and services

[Not applicable to the current services.]

Differentiated treatment

[Not applicable to the current services.]

Restrictions to offer different conditions through other means

[Not applicable to the current services, which – even if they include a non-compete provision – do not restrict “the ability of business users to offer goods or services to consumers under more favourable conditions” (Regulation, rec. pt. 36).]

Internal complaint-handling system

[The provisions of this Article shall not apply to providers of online intermediation services that are small enterprises within the meaning of the Annex to Recommendation 2003/361/EC.]

Mediation

[Not applicable to providers of online intermediation services that are small enterprises within the meaning of the Annex to Recommendation 2003/361/EC.]

Annex 2 – Service Levels

[XXX Locco City app (and website if/when any deals offered there too) of downtime, response time, QR processing time, estimated geolocation accuracy, error margin, etc.]

Annex 3 – PRICING

(1 Loccoin Értéke = 1 Forint)

Level 1 (Standard): Korlátlan számú operátor kiválaszthatja, ennek függvényében a megjelenés aránya a LIT alatt attól függ, hogy hány operátor jelöli ki a kampányához a LIT helyet.

Level 1 árazás: 25 Loccoin / Nyitás

Level 2 (Premium): Maximum 5 kampányos LIT hely – Az esetek 20%-ban jelenik meg alatta az operátor LIT-je

Level 2 árazás: 50 Loccoin / Nyitás

Level 3 (Diamond): Maximum 3 kampányos LIT hely – Az esetek 33%-ban jelenik meg alatta az operátor LIT-je

Level 3 árazás: 100 Loccoin / Nyitás

Level 4 (UNIQ): Maximum 1 kampányos LIT hely – Mindig az adott operátor LIT-je jelenik meg alatta

Level 4 árazás: 300 Loccoin / Nyitás

Annex 4 – Digital Content Functionality

[XXX Locco City functionality from merchant’s perspective

Annex 5 – PRODUCT GUIDELINES

The following goods and/or services are automatically excluded from the Merchant Offering and may not be offered to Users: those that

do not fit clearly within the categories available to the Merchant when selecting the Merchant Offering;
are known to be defective, expired, or otherwise unfit for their intended purpose;
are or may be harmful to human and/or animal health, such

alcohol:
tobacco products (including vaping-related products);
weapons, firearms, hunting equipment or paraphernalia;
drugs, pharmaceuticals;
chiropractic;

are racist (including memorabilia from Germany in WWII), sexist, homophobic, incite hatred, or similar in nature;
are fraudulent, deceptive, counterfeit, sanctioned, embargoed, illegal (including products that do not conform to regulatory requirements in the Territory), and/or infringe any contractual and/or intellectual property rights;
would require Affiliate to have a license to advertise;
reflect negatively on the brand / image of Affiliate and/or its Associated Persons;
have been specifically categorized as excluded by the Affiliate and communicated as such to the Merchant.

Assuming the aforementioned restrictions do not apply, the following goods and/or services may only be offered to Users selected as being 18 years or older via the Target Market Criteria:

products containing and/or advertised using disturbing and/or obscene images and/or words;
erotic, pornographic, and other products related to sexuality.

Locco International / (v.1.6)

EXCLUSIVE AFFILIATE MARKETING AGREEMENT