PERSONAL SHOPPER ENTREPRENEUR LICENSE AGREEMENT AND TERMS OF SERVICE AGREEMENT

THE FLOORR Ltd. (together with its officers, agents, employees, affiliates, subsidiaries, parents, successors, and assigns, "TF") provides mobile and desktop clienteling, styling and monetization tools, growth, product, sales, and marketing services, and operates a platform ("Platform"), application ("App"), websites, services, and APIs including but not limited to all domains and subdomains at thefloorr.com ("Sites") (collectively, the "Services"). This Personal Shopper Entrepreneur ("PSE") License Agreement and Terms of Service Agreement ("Agreement") governs your use of and access to the Services.

TF's Services connect and create transactable commercial relationships between third-party brands, retailers, advertisers, and other businesses ("Merchants"); personal shoppers, stylists, curators, concierges, advisors, e.g. individuals and entities that advise on and enable product sales, digital publishers, e.g., individuals and entities with websites, blogs, social media presence, and other content platforms ("Users" "you," or "your"); and end consumers, e.g. consumers, clients, shoppers.

The Services are owned and operated by TF. TF has the right at any time to change or discontinue any aspect or feature of the Services including, without limitation, the content and software needed for access or use. By using the Services, you understand and agree to all terms and conditions of this Agreement.

TF's collection and use of personal data in connection with the Services is described in TF's Privacy Notice, which is incorporated by reference. Please review this Agreement and our Policies carefully.

TERM AND TERMINATION.
1. The Agreement shall be effective immediately upon your registration (the "Effective Date") and shall continue in full force indefinitely until terminated. TF may terminate your use of the Services with or without cause or notice in its sole discretion, including, without limitation, if TF believes that you have violated or acted inconsistently with the Agreement, if TF determines, in its sole discretion, that your Content or Communications (defined below) do not meet its requirements for its Services or brand, or if your Content or Communications (defined below) or brand may jeopardize any of TF's commercial or business relationships, including but not limited to, with Merchants, other Users, or consumers/shoppers.
2. In the event of termination by TF and/or User's breach of this Agreement, TF may, in its sole discretion, suspend or terminate User's access to the TF platform or Special Project collaborations.
  You may terminate the Agreement upon written notice to TF. Survival: in the event of termination, Sections on your Obligations, your Content and License, Takedown, Indemnification, Confidentiality, and all of your representations, warranties, indemnifications, and promises shall survive. Furthermore, Sections on Arbitration, Choice of Law, Venue, Claim Resolution and Class Action Waiver will continue to govern any claim or dispute.
ACCESS TO TF SERVICES.
1. TF may assess the suitability of your websites, blogs, social media presence, digital publishers and/or other content platforms ("Content") and public presence, reputation, emails, comments, behaviours, referrals, endorsements ("Communications") upon your application to use the Services and may extend an invitation to access the Services at its sole discretion. Users who accept the invitation and register for the Services will be eligible to generate commissions as described herein.
2. Subject to your acceptance of this Agreement, your acceptance of our invitation to join TF, your continuing compliance with this Agreement and any other relevant TF policies, TF grants to you a personal, non-exclusive, non-transferable, revocable limited license to use and display the Services and any related software (excluding source and object code) when logged in to your account. You agree not to use the Services for any other purpose, including without limitation to copy, distribute, assign, sell, sublicense, or prepare derivative works, except as specifically allowed in this Agreement.
3. Users may integrate links to applicable Merchants ("Trackable Links") into their unique and original Content, allowing their visitors to access and buy Merchant products and services. Each link embedded by a User will attempt to identify the User as the source of the Sale (defined below). Any data collected is owned exclusively by TF.
4. Each individual content platform you publish on, or to which you contribute, must be submitted to TF for evaluation at your application to TF. For example, if you publish a blog and also have a presence on Instagram, then you must submit both the blog website address and your Instagram profile for evaluation. You must also update TF as to any additional platforms on which you publish or to which you contribute, even after joining TF. Users that use Trackable Links or any other Services on non-approved Content forfeit all commissions generated through such Content.
5. TF reserves the right to discontinue the Services or to change the content or any component of the Services in any way and at any time, with or without notice to you, and without liability.
6. TF makes no predictions, warranties, or guarantees, express or implied, about the quality of any of the products or services provided by any Merchant, or other individual, company, or service provider utilizing the Services or featured on the Services and assumes no liability related thereto.
ELIGIBILITY, REGISTRATION AND USE.
1. Eligibility.
2. The Services are available only to individuals aged 18 years of age or older. TF does not encourage, solicit or permit visitors to use the Services who are under the age of 18 years.
3. Registration and use.
  1. As part of the registration process, you will provide a username, a password, and certain information. You must provide and maintain updated and accurate information. By registering for the Services and/or otherwise agreeing where applicable, you hereby authorize TF to send you emails and other communications.
  2. You are solely responsible for maintaining the confidentiality of your username(s) and password(s).
  3. You may not authorize others to use your account, and you may not share, assign or otherwise transfer your account or login information to any other person or entity. You are responsible for any and all activities that are conducted through your account.
  4. TF shall be entitled to assume that a user presenting your username(s) and password(s) is, in fact, you. You agree to notify TF immediately of any unauthorized use of your account. TF shall have the right at any time to change, modify or amend your username(s) and password(s).
    You represent and warrant that the information you provide to TF is accurate, true, not confidential, and not in violation of any contractual obligations or other third-party rights. You agree that it is your responsibility to keep your information accurate and updated. You represent and warrant that you are not a competitor of TF and are not using the Services in competition with TF. You further represent and warrant that you are using the Services solely for personal / commercial reasons as a User and that you are not an attorney or an agent of an attorney conducting an investigation to a potential claim related to the Services, any materials available through the Services, or TF.
4. Updates
5. TF shall have the right in its sole discretion to substitute, replace, modify or upgrade ("Updates") the Services as TF deems necessary; and all such updates shall be incorporated in and subject to this Agreement and shall be the exclusive property of TF. If TF shall provide you with any such updates, you may be required to utilise such version. TF will only support the most recent and current version provided to you.
6. Support
7. TF reserves the right at any time to discontinue, cancel, or modify technical support provided, if any.
8. Messages.
9. You agree to receive messages, including notices and marketing materials, through the Services or through your contact information, including but not limited to email communications or any other communication channels to which you have otherwise agreed. Further, you agree that through the Services you may be contacted by Merchants on our Platform, Sites, and Apps solely as directly necessary for Sponsored Campaigns and for no other solicitation or advertising without your prior consent. It is your responsibility to ensure TF has your current contact and payment information at all times. Any notice sent to you via messaging on the Platform, Sites, or Apps, or via the email address or any other communications channels you provide shall be deemed given, received, and read by you, whether or not it actually is received and/or read.
10. Recommended Content.
11. Our Services include making suggestions for content that may be interesting to you and/or other Users. TF uses the data you provide and the data TF has about other users to make these recommendations.
12. Mobile Devices/Carrier Charges.
  1. Certain portions of the Platform, Sites, or Apps may be configured for mobile devices, mobile websites, and/or mobile applications (collectively, "Mobile Media"). This Agreement shall apply with equal force and measure to your access and use of the Platform, Sites, and any of the Apps through Mobile Media. If you visit, access, or use the Platform, Sites, or any Apps through Mobile Media, then you hereby acknowledge and agree that information about your use of the Platform, Sites, or such Apps through a mobile device and/or a mobile device carrier (such as, by way of example only, the identity of the mobile device, and/or the mobile device carrier) may be communicated to TF; and that you accept full responsibility for all mobile device and carrier fees, rates, and charges that may apply, if any.
  2. The data fees, rates, and charges of your mobile device carrier may apply to your visit, access, and/or use of the Platform, Sites, or any of the Apps. TF is not responsible for, and you further accept full responsibility for, all mobile device and carrier fees, rates, and charges that may apply, if any.
YOUR OBLIGATIONS.
1. You agree that you will not engage in (i) cookie-stuffing or any affiliate fraud techniques (including without limitation forced clicks at an affiliate site, placing affiliate links in banner ads, image cookie-stuffing, malware, or adware), or (ii) keyword stuffing or similar activities in connection with the name, branded or trademark terms (or any variations or misspellings thereof) of any Merchant or TF (including without limitation loading a webpage with such terms, in hidden text or source code, in a domain or subdomain, or in emails/newsletters), or (iii) the act of bidding on or subsequent purchase of the name, branded or trademark terms (or any variations or misspellings thereof) of any Merchant or TF in connection with any paid marketing campaigns, including without limitation, search engines, social media platforms or display networks (collectively, "Paid Marketing Campaigns"), or (iv) any affiliate fraud techniques to hide such bidding or purchasing activities (including without limitation reverse IP-geo-targeting, day-parting, disposable URLs, or front websites). You agree that you will not include the name, branded or trademark terms (or any variations or misspellings thereof) of any Merchant or TF in the display URL or in connection with the ad copy of any Paid Marketing Campaigns. You may not use Trackable Links to link directly to a Merchant site in connection with any Paid Marketing Campaign without the prior written approval of TF. You may not use Trackable Links in any downloadable software application without the prior written approval of TF.
2. You agree that systematic retrieval of data from the Services to create or compile directly or indirectly, in whole or in part, a collection, compilation, database or directory without the express written permission of TF is strictly prohibited. You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein. You may not engage in the practices of "screen scraping," "database scraping," or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Services, in any manner or in any quantities not authorized by TF. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of TF or its affiliates without prior express written consent. You may not use any meta tags or any other "hidden text" utilizing TF's name or trademarks without our express written consent.
3. You agree that you will not use any device, software or routine to bypass any code which may be included to prevent you from breaching the obligations in this Section or to interfere or attempt to interfere with the proper working of the Services. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our or our host's infrastructure. You agree that you will not knowingly provide false information to sabotage or otherwise negatively affect the Services.
4. You agree not to copy, transcribe and/or publish, transmit, or otherwise share, in any way, directly or indirectly, any TF images, features, functionality, code or any other aspects of the Services, in whole or in part, with any third parties or on any third-party websites, including, without limitation, the use of screenshots.
5. You agree you will not reverse engineer, disassemble or decompile any TF prototypes or software, nor any other systems, information, materials or objects which are provided to you or to which you are granted access hereunder. To the extent you breach this Clause 4, any software, trade secrets, inventions, improvements, or other intellectual property resulting from such non-permissible use will be the property of TF ("Derivative Work Product"). You hereby automatically, irrevocably and always sell, assign, convey, and otherwise fully transfer all right, title, and interest in such Derivative Work Product, including all rights in the patents, copyrights and other intellectual property rights pertaining to the Derivative Work Product. At the request of TF, its successors and/or assigns, you will, without additional consideration, timely execute all papers and perform such other acts as TF, its successors and/or assigns, deems necessary to ensure that TF is the sole owner of all intellectual property rights in the Derivative Work Product.
6. You agree and acknowledge that TF is placing its confidence and trust in you. As a User, you will have access to TF intellectual property and other Confidential Information (as defined below) that enables TF to succeed in its business, that is proprietary in nature and is the exclusive property of TF. TF, in its sole discretion, may choose which Confidential Information it shares with you, and may alter or discontinue sharing at any time, at its sole discretion. You agree to protect all Confidential Information and to use it only for the benefit of TF. See Section 21 for further terms. For purposes of this Agreement, "business of TF" shall include the Services as defined above.
7. Compliance with Applicable law in the UK and our mandatory policies
  1. If marketing to consumers in the United Kingdom (UK), you agree to comply with the Advertising Standards Authority Ltd. ("ASA") and applicable consumer protection and privacy-related Laws and guidelines. By way of example and not limitation, you agree, represent and warrant compliance with the ASA's Users' guide to making clear that ads are ads. You also agree to comply with the following regulations and codes: The Consumer Protection from Unfair Trading Regulations 2008 (SI 2008/1277) (CPUT); The Business Protection from Misleading Marketing Regulations 2008 (SI 2008/1276) (BPRs); The UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing (CAP Code) and the UK Code of Broadcast Advertising (BCAP Code).
  2. If marketing to consumers in other countries outside of the United States or the United Kingdom, you agree to comply with all applicable consumer protection and privacy-related Laws and guidelines in those jurisdictions.
8. Compliance with Applicable laws
  1. Users agree and must at all times when doing anything in connection with this agreement comply with all Applicable laws, statutes, regulations and codes from time to time in force including without limitation the CAP Code. "Applicable law" includes, but is not limited to: -
    1. For the protection of consumers
    2. The Consumer Protection from Unfair Trading Regulations 2008 (SI 2008/1277) (CPUT) implemented the Unfair Commercial Practices Directive (2005/29/EC) (UCPD), UCPD Guidance; the Consumer Rights Directive (2011/83/EU) (29 December 2021) (CRD Guidance); Unfair Commercial Practices Directive (2005/29/EC); The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (SI 2013/3134) (CCRs) (as well as the Consumer Rights Act 2015 (CRA)) implemented the Consumer Rights Directive (2011/83/EU) (CRD).
    3. For the protection of business users, the following retained EU law versions of the legislation apply:
    4. The Regulation on promoting fairness and transparency for business users of online intermediation services (Regulation (EU) 2018/0112) (Platform to Business Regulation); The Regulation on promoting fairness and transparency for business users of online intermediation services (Regulation (EU) 2019/1150) (Online Intermediation Services or Platform to Business Regulation); The Online Intermediation Services for Business Users (Enforcement) Regulations 2020 (SI 2020/609); the Online Intermediation Services for Business Users (Amendment) (EU Exit) Regulations 2020 and the Digital Economy Act 2017 (DEA), in particular the UK code of practice for dealing with harmful material and conduct for social media, (see clause 6 below).
9. Compliance with our Mandatory policies
  1. Users must comply with our Mandatory policies at all times. Our Mandatory policies include the following: Anti-bribery and Anti-corruption; Anti-facilitation of tax evasion and Anti-harassment and bullying policy.
  2. Users must comply with our Acceptable use policy which can be found here.
10. Data Protection and Privacy Notice for your Website.
  1. Users are solely responsible for ensuring that their own website(s), application(s), or other content take all necessary and proper measures to protect their users' Personal Data and adhere to UK Data Protection Legislation.at all times.
  2. Users who collect Personal Data from anyone in Europe must comply with the EU General Data Protection Regulation ("EU GDPR"). In addition, you must have in place appropriate documentation to demonstrate compliance with the UK Data Protection Legislation including but not limited to a data protection policy; and a privacy policy detailing what and why personal data is collected, why it is processed and for how long it is retained and why.
  3. "Personal data" means: any information relating to an identified or identifiable living individual that is processed by the you on behalf of your users as a result of, or in connection with, the provision of the services; an identifiable living individual is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of the individual.
  4. "UK Data Protection Legislation" includes all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Commissioner or other relevant regulatory authority and which are applicable to a party.
11. Social Media
12. Where you provide social media, you are also subject and agree to comply with the law relating to copyright and other intellectual property, defamation, malicious falsehood, privacy, breach of confidence, harassment, data protection, obscenity and consumer protection. Social media providers are also subject to other online platform regulations including the Platform to Business Regulation EU 2019/1150.
13. How we and you treat personal data we share with each other
  1. We will process your personal data in accordance with our Privacy Notice.
  2. We and you may share with each other the following types of personal data we have collected in connection with this agreement (shared personal data):
    1. Names, addresses and contact details of customers for your products.
    2. Information about customer orders for your products, including any personalisation requests.
    3. Information about customer queries and complaints in relation to orders.
    4. Information about customer searches and activity on the site.
    5. Information about our respective employees.
    6. Information about individuals working with other organisations that we or you work with.
  3. We and you agree that we shall only process shared personal data which we receive from the other for the following purposes:
    1. Fulfilling orders for your products.
    2. Dealing with queries and complaints from customers about your products.
    3. Marketing our products and services to customers, subject to appropriate consents to marketing being in place and in your case subject to the constraints set out in your communications with customers.
    4. Dealing with each other's employees and individuals working with other organisations for the purposes of operating this agreement.
  4. Both we and you shall comply with all the obligations imposed on a controller under UK Data Protection Legislation. If either we or you fail to do so, the other can end this agreement, as set out in When we will suspend your listings or end this agreement and How you can end this agreement.
  5. Both we and you will:
    1. Ensure that all necessary notices, consents and lawful bases are in place to enable lawful transfer of the shared personal data to the other as well as to their employees and the entities they use in connection with this agreement (permitted recipients).
    2. Give full information to any data subject whose personal data may be processed under this agreement about the nature of such processing. This includes giving notice that, when this agreement ends, personal data relating to them may be retained by or transferred to one or more of the permitted recipients, their successors and assignees.
    3. Not disclose or allow access to the shared personal data to anyone other than the permitted recipients.
    4. Ensure that all permitted recipients are subject to written contractual obligations concerning the shared personal data (including obligations of confidentiality) which are no less demanding than those imposed by this agreement.
    5. Ensure that appropriate technical and organisational measures are in place to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. Such measures shall include, but not be limited to, those set out in our Privacy Notice.
    6. Not transfer outside the UK any shared personal data received without ensuring that the transfer is to a country approved under UK Data Protection Legislation as providing adequate protection;
      1. there are appropriate safeguards or binding corporate rules in place, pursuant to UK Data Protection Legislation;
      2. we or you (as appropriate) otherwise comply with all the obligations imposed under UK Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
      3. one of the derogations for specific situations in UK Data Protection Legislation applies to the transfer.
  6. Both we and you shall assist the other in complying with UK Data Protection Legislation. The things we and you will do include but are not limited to:
    1. Consulting the other about any notices given to a data subject in relation to the shared personal data.
    2. Promptly telling the other about receipt of a data subject rights request in relation to the shared personal data.
    3. Providing the other with reasonable help in complying with any data subject rights request in relation to the shared personal data.
    4. Not disclosing, releasing, amending, deleting or blocking any shared personal data in response to a data subject rights request without first consulting the other, wherever possible.
    5. Helping the other (at the other's cost) to respond to any data subject rights request and to comply with UK Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators.
    6. On becoming aware of a breach of UK Data Protection Legislation (by themselves or the other), notifying the other of it as soon as reasonably possible.
    7. When this agreement ends, either delete or return shared personal data (and any copies of it) received from the other, unless required by law to store it.
    8. Using technology compatible with the other's technology to process shared personal data, to ensure that transfers to or from the other do not result in inaccuracies.
    9. Maintaining complete and accurate records and information to demonstrate that it has complied with these provisions.
    10. Providing the other with contact details of at least one employee as point of contact and responsible manager for all issues arising out of UK Data Protection Legislation, including the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with UK Data Protection Legislation.
EVENTS AND TF CONTENT.
You represent, warrant and agree that any events you attend hosted by and/or at the invitation of TF are at your option. You agree to follow any and all event rules, including safety and wellness (including COVID) protocols and you acknowledge and accept the risk of any attendance and release TF of all liability associated with your attendance at any such event. You further agree TF may create recordings of such events including your attendance, including but not limited to audio-only recordings including interviews, photographs, video-only recordings, audio-video recordings, behind-the-scenes footage, posts or other content ("TF Content"), and you hereby release, grant, and assign TF and its successors, licensees and assigns, the full and complete right to use a perpetual, worldwide, irrevocable, royalty-free, non-exclusive, non-transferable, sublicensable, license to such TF Content, including rights to your name, User Content handle(s) and identifying information, likeness, image, voice, and to make derivative works, for whatever purpose, including TF internal purposes, marketing and promotion and press on its own or other channels.
SOCIAL MEDIA AND YOUR CONTENT AND COMMUNICATIONS.
1. Social Media
2. Social media, includes all in-platform communications including but not limited to CHAT, and off platform communications private or public, any other external platform including but not limited to Facebook, LinkedIn, X (formerly Twitter), Instagram, YouTube, and all other social networking sites, internet postings and blogs. It applies to the use of social media for business purposes as well as personal use that may affect our business in any way.
3. Representations and warranties.
4. You represent, warrant and agree that you are the exclusive owner of your Content and/or you have all rights, licenses, consents and releases necessary for the Content, including those from third party's whose likeness, music, or other intellectual property you include in your Content, that you make available on the Services, including the right to grant all of the rights and licenses in this Agreement without TF incurring any third party obligations or liability arising out of its exercise of the rights thereto granted herein by you. You further represent, warrant and agree that your Content does not infringe, misappropriate or violate a third party's intellectual property rights, a third party's rights of publicity or privacy, or any other law or regulation. You further understand that any Content is subject to the Agreement License and hereby warrant and represent appropriate transferable rights thereto.
5. License.
6. You grant to TF a non-exclusive, perpetual, worldwide, royalty-free license to use, host, store, transmit, reproduce, distribute, sublicense, modify, create derivative works, communicate, publish, publicly perform and publicly display your Content for the purpose of operating, promoting, and improving the Services. Without limiting the above, you grant TF the right to syndicate your Content for any purpose, including without limitation the right to use such syndicated Content to promote the TF brand. You further grant to TF all rights necessary to facilitate your use of a third party's site, app or services that require syndication or other use of your Content in connection with TF. You further grant to TF a non-exclusive, worldwide, royalty-free license in perpetuity to use your name, nickname, image, voice, likeness, social media handles, persona, biographical / professional / identifying information about you, trademarks, and logos in any and all media solely for the purpose of promoting your use of TF Services and for research, development, and marketing purposes, and TF's use of TF owned derivative works. For the avoidance of doubt, all derivative works created by TF are exclusively owned by TF.
7. UK code of practice for dealing with harmful material and conduct for social media.
8. You agree to comply with the UK code of practice requirement in section 103 of the Digital Economy Act 2017 (DEA), for dealing with harmful material and conduct for social media. The code sets out the following key principles to which social media providers should adhere:
9. - Maintain a clear and accessible reporting process to enable users to notify providers of harmful conduct.
  - Maintain efficient processes for dealing with notifications from users about harmful conduct.
  - Have clear and accessible information about reporting processes in their terms and conditions.
  - Give clear information to the public about action they take about harmful conduct.
10. Use of Platform and Chat function.
11. Users are permitted to use our Platform chat function on the strict understanding that the User will comply with TF's Acceptable use policy that can be found here.
ACCEPTABLE USE.
1. You may only upload content in accordance with TF's Acceptable use policy that can be found here.
2. You may not post inappropriate Content in connection with the Services. Inappropriate Content includes anything TF, in its sole discretion, determines to be offensive or inappropriate for inclusion or use on the Services or which jeopardizes the TF brand.
3. You agree to remove any Content that TF determines in its sole discretion is Inappropriate Content. Further, posting Inappropriate Content or otherwise violating this Agreement in any way may lead to notification to your Internet Service Provider if deemed necessary in TF's sole discretion. Without limiting any other damages or remedy available to TF or a Merchant or other User, the posting of Inappropriate Content or otherwise violating this Agreement in any way may result in loss of privileges, including forfeited commissions, or your being immediately and permanently banned from the Services at TF's sole discretion.
SPECIAL PROJECTS.
1. TF may, from time to time invite Users to participate in Special Projects which shall be subject to this Agreement and also to separate terms and conditions. The User hereby agrees that it shall not circumvent nor attempt to circumvent the provisions of this Agreement or any separate terms and conditions. Both Parties hereby agree that they shall in every case act with the highest standards of ethics in their dealings with each other.
COMMISSIONS.
1. When a consumer uses a Trackable Link in-app or in Content or via other Communication and purchases the item ("Sale"), a commission will be credited to the User ("Commission"). Commission rates vary and are established by the Merchant on a product-by-product basis.
2. Secured Net Commissions will be deposited into the account designated for User's commissions when such commissions are Secured. A "Net Commission" is any commission received from a Merchant on a Sale, not including TF's Transaction Fee. A Commission is considered "Secured" when a product purchased using a User's Trackable Link can no longer be returned, based on the Merchant's return policy, and TF has received a Commission payment from the Merchant for any commissions earned on the product. The period in which a commission Closes is established solely by the Merchant and will likely change from time to time. TF is not responsible for unpaid commissions and will only deposit Secured Net Commissions into the User's Commission Account once TF receives the commission payment from the Merchant. "TF's Transaction Fee" is the fee charged to the User to provide the Services necessary for the Commission. TF's Transaction Fee will be charged on each Secured Commission.
3. Secured Net Commissions are payable to the User on a monthly basis, provided the User's Commission Account is active and the User is in good standing. Secured Net Commissions shall be paid to the User by their Nominated Bank Account, or by any such other payment method acceptable to TF.
4. If TF terminates a User's Account for any reason, or if the User unsubscribes from the Services or terminates their account, then any Net Commissions Secured as of the date of termination for which User is eligible will be paid to the User. All pending commissions that have not Secured as of the date of termination may be forfeited.
5. Unless otherwise specified in writing by TF, all payments made under this Agreement will be in GBP. If any payment processed or attempted by TF to User is rejected, returned, or otherwise unsuccessful, TF will attempt to resend. You will be charged the relevant fees for each payment attempt, regardless of whether the payment is successfully received. If a payment is returned, rejected, or otherwise unsuccessful for two (2) consecutive payments, TF may, in its sole discretion, suspend or otherwise place a hold on the User's Commission Account until the issue is fully resolved, as determined by TF in its sole discretion.
6. If there is little to no activity in a User Account for eighteen (18) consecutive months, TF may, in its sole discretion, suspend or terminate the User Account. Such termination shall not penalize or sanction the User in any way, and is instead simply an administrative, data housekeeping and security matter. For the avoidance of doubt, any User whose access is removed further to this Section is welcome and invited to reapply for new access and will receive no penalty whatsoever for any inactivity.
7. User acknowledges and agrees that any and all Secured Net Commission payments, which may be due are to be paid to User exclusively by TF. All such commission-related claims shall be directed to TF only and the User shall not seek or otherwise make any claim for commission payments from any Merchant.
8. For the avoidance of doubt, the payment terms and policies applicable to a Special Project will be set forth in the respective agreement.
9. User acknowledges and agrees that User will provide an accurate and up to date email address for any bank or third-party payment processor acceptable to TF as TF may require. User releases and forever discharges TF from any claim that a payment made to any bank or third-party payment processor account was made to the wrong account.
10. User acknowledges and agrees that TF may withhold, set off, or recoup any amounts due to User under this Agreement and/or any other agreement between TF and User against any liability or amounts for which TF determines in good faith User is liable under this Agreement and/or such other agreement between TF and User.
THIRD-PARTY APPLICATIONS.
1. TF may, in its sole discretion, provide Users with access to third-party applications, which interface with TF application programming interfaces ("TF APIs") (for purposes of this Agreement, such third-party applications are "Developer Apps"). Developer Apps use TF APIs but are not endorsed by TF. Use of such Developer Apps by Users is voluntary. Use at your own risk. By using Developer Apps, you are granting Developer Apps access rights to your Content, including without limitation related metadata. TF makes no representations or warranties regarding Users' use of any Developer Apps, which shall be governed by a separate agreement between Users and the owners of such Developer Apps. Users agree that TF has no liability whatsoever for the Developer Apps, including, without limitation, providing continued access to the TF APIs, technical issues related to the Developer Apps or their interaction with the TF APIs, and any damages or claims caused by, arising out of or relating to the Developer Apps. TF may change, suspend, or discontinue any aspect of the TF APIs at any time, including the availability of any TF APIs. TF may also impose limits on certain features and services or restrict Developer App's access to parts or all of the TF APIs or the TF Services without notice or liability.
2. Users agree that, where a User's use of Developer Apps leads to a Sale, any resulting Secured Net Commission will be impacted and that Developer App may earn a commission which will be generated from the Secured Net Commission (i.e., it will not reduce TF's Transaction Fee).
NON-DISPARAGEMENT AND NON-INTERFERENCE.
1. You agree that you will not make disparaging statements about TF or its Services, employees or agents or any Merchants featured on the Services at any time. For the purpose of this Agreement, "disparaging" means a statement that denigrates the reputation, goods, or services of another. Moreover, you agree that you will not take any action that could be deemed to interfere with TF's relationship with any Merchant or other User.
2. If TF determines that: (a) User has committed or commits any act or omission, or becomes involved in any conduct, that is likely to adversely affect TF, User, or TF's or User's image, brand, reputation, products or services; (b) User has made or makes any statements, acts in any manner, or is associated with any content, views, opinions, or other subject matter that TF finds objectionable or offensive, or that casts TF or TF's image, brand, reputation, products, or services in a negative manner, as determined by TF in its sole discretion; (c) User engages in any discriminatory, defamatory, or offensive conduct, or conduct which is likely to, or does divide, shock, insult, or offend any person , or any class or group thereof; or (d) there is reporting of allegations or accusations that User has engaged in any act, omission, or conduct that may be seen as offensive and reprehensible from a legal or moral perspective, or that is likely to affect TF or TF's image, brand, reputation, products or services, or relationships with its customers, including retailers/brands, other users, or consumers, all as determined by TF in its sole discretion, TF shall have the right to terminate this Agreement effective immediately by written notice to the User. The foregoing shall apply to any act or omission done prior to the Term but of which TF becomes aware of during the Term or the Exclusivity Period. Additionally, the User will not disparage or denigrate TF, its products, services, or employees, the Materials created hereunder, or User's association with TF. TF's decision on all matters arising under this paragraph shall be conclusive, and its rights under this paragraph shall be in addition to any other rights or remedies, which TF may have hereunder or at law or in equity.
3. Without limiting any other damages or remedy available to TF or a Merchant or other User, violation of this provision will result in loss of privileges, including forfeited commissions, suspension, or termination, at TF's sole discretion.
TAKEDOWN OF CONTENT.
1. Within 24 hours of TF's request, User will take down any and all Content posted on TF's Platform and any external platform that associates the User with TF or a Merchant.
NO GUARANTEE OF SUCCESS.
TF makes no representations or warranties regarding your potential earnings, which will be influenced by a number of factors beyond the control of TF. It is possible that you will not earn any money at all.
TF INFORMATION AND PRESS RELEASES.
The Services may contain interviews, discussions, press releases and other information (collectively, "Information") about us, our business and our Services, including links to third-party websites that contain such Information, which are being provided as a convenience to visitors of the Services. While all Information prepared by TF is believed to be accurate as of the date prepared, TF disclaims any duty or obligation to update any Information. Statements concerning companies other than TF should not be relied upon as being provided or endorsed by us. The opinions expressed in any Information are solely those of the author(s) and do not necessarily reflect those of TF.
LINKS TO OTHER SITES, NETWORKS, PLATFORMS AND APPS.
The Services may contain links to third party sites, networks, platforms or apps ("Linked Technologies"), including advertisers. However, please be aware that TF is not responsible for and cannot control the terms of service or privacy policies of such other Linked Technologies. TF encourages you to be aware when you leave the Services, and to read the applicable agreements for each and every Linked Technologies. The Agreement applies solely to these Services. TF is not responsible for and makes no representations or warranties regarding Linked Technologies, including without limitation, the content, accuracy, opinions, functionality, or services provided in such Linked Technologies. Inclusion of any Linked Technologies on the Services does not imply approval or endorsement by TF. If You decide to access any Linked Technologies, then You do so at your own risk.
OWNERSHIP OF INTELLECTUAL PROPERTY.
1. Unless otherwise specified, all materials that are part of the Services are owned, controlled, or licensed by TF and are protected by law from unauthorized use. The entire contents of the Services are protected under copyright, patent, trademark, and/or other intellectual property laws. TF, the TF logos, and all designs are trademarks and/or trade dress of TF and may not be used without the express written permission of TF. All other trademarks appearing in the Services are the property of their respective owners.
2. You do not acquire any ownership rights by using the Services or downloading material from or uploading material to the Services. You agree not to (and shall not allow any third party to) reproduce, distribute, publish, prepare derivative works, publicly perform, publicly display, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer or exploit any right in the Services, in whole or in part, except as expressly permitted herein.
3. The limited licenses granted herein do not constitute a sale of the Apps or Sites, or any portion or copy thereof. Rights not expressly granted herein are reserved by TF. You agree to only use the Apps and Sites as expressly permitted herein.
4. Intellectual Property Rights for the purposes of this Agreement are: - patents, utility models, rights to Ideas, inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
EXPORT CONTROL.
1. You acknowledge and agree that the provision by TF of the Services to you is conditional on our mutual compliance with export controls and sanctions in force in any country at any time.
2. UK export controls and sanctions
3. In the UK, the provision of the Services is subject to the Sanctions and Anti-Money Laundering Act 2018 (SAMLA). Section 5 of SAMLA provides for trade sanctions that prevent: the export, import, movement, making available or acquisition of goods, technology, or of objects of cultural interest. Depending on the purpose of the sanctions regime involved, targets may include, for example, military and dual-use goods and technology, goods and technology for energy or critical industries, luxury goods and precious metals and stones; Land from being made available or acquired; Activities relating (directly or indirectly) to military activities; Services from being provided or procured (for example, technical assistance, financial and insurance services, and brokering services relating to prohibited trade); and certain activities relating to ships designated for the purposes of a UN Security Council resolution.
4. In view of the potentially changing list of countries that are subject to SAMLA, then it is your responsibility to determine whether your goods and/or services are subject to sanctions and prohibited from being sold to a particular country.
5. USA export controls and sanctions
6. US export controls and sanctions that restrict where and by whom our Services can be accessed and used. Without limiting the foregoing, our Services are not authorized for access in or from, or for marketing to, persons in Cuba, Crimea, Iran, North Korea, or Syria. You represent and warrant that you (and, if an Agent, any User whom you represent) (i) are not located in any country or territory subject to comprehensive US sanctions (currently: Cuba, Crimea, Iran, North Korea and Syria but subject to updates without notice by the US Department of Treasury); (ii) are not listed on any United States list of prohibited or restricted parties, including but not limited to the Office of Foreign Assets Control's List of Specially Designated Nationals and Other Blocked Parties or otherwise subject to US sanctions; and (iii) you shall not use or allow access to the Services in any manner that may cause TF to violate US export controls and sanctions. TF reserves absolute discretion to restrict or block your access to the Services at any time without notice if TF determines that such access may cause a violation of export controls or sanctions.
USE OF MATERIALS IN SERVICES.
The materials contained in the Services, and the terms, conditions, and descriptions that appear, are subject to change. Not all products and services are available in all geographic areas. Your eligibility for particular products and services is subject to final determination by Merchants.
FEEDBACK AND IDEA SUBMISSION; BETA AND TF RESEARCH OFFERINGS.
All User comments, feedback, suggestions, ideas, and other submissions ("Ideas") disclosed, submitted, or offered to TF in connection with the use of the Services shall become the exclusive Intellectual Property of TF, including, without limitation, any feedback on TF beta offerings or TF Research services. Such Ideas will not subject TF to any confidentiality obligations and TF shall have no obligations to the User contractually or otherwise. You agree that TF shall become the owner of such Intellectual Property and may use, sell, exploit and disclose the Ideas in any manner, for any purpose whatsoever, commercial or otherwise, without restriction, without attribution and without compensation to you.
ASSIGNMENT.
TF may assign its rights and obligations under this Agreement freely. You may not assign any rights or obligations under this Agreement without TF's written consent.
CONFIDENTIALITY.
User agrees not to disclose Confidential Information without TF's prior written consent. "Confidential Information" includes without limitation: (a) analytics and/or other statistics relating to performance of TF Services and/or the Business of TF; (b) TF APIs, source code, software, research, products, plans, services and/or developments; (c) customers, customer lists, markets, and/or User information, including but not limited to performance data generated by user's use of the Services including TF's proprietary linking technology; (d) Personal Information; (e) inventions, processes, formulas, technology, designs, drawings, engineering and/or configuration information; (f) performance, analytics, marketing, financial, and/or other business information; (g) any other information designated in writing by TF as "Confidential" or an equivalent designation; and (h) any information which might otherwise be reasonably considered to be confidential. Confidential Information does not include information that has become publicly known through no breach by User, or information that has been (i) independently developed without access to Confidential Information, as evidenced in writing; (ii) rightfully received by User from a third party; or (iii) required to be disclosed by law or a governmental authority. You agree that you will protect Confidential Information from unauthorized use, access, and/or disclosure with a reasonable degree of care.
RELATIONSHIP.
You are an independent User, brand or retailer. No employee-employer relationship exists between you and TF and you are not a partner, agent, franchisee, joint venturer or engaged in any other joint or common undertaking with TF.
NO WARRANTIES.
1. TF:
  1. does not warrant that:
    1. the User's use of the Services will be uninterrupted or error-free; or
    2. that the Services, Documentation and/or the information obtained by the User through the Services will meet the User's requirements; or
    3. the Software or the Services will be free from Vulnerabilities or Viruses; or
    4. the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.
  2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the User acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
2. This agreement shall not prevent TF from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
3. TF warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
4. TF shall follow its archiving procedures for User data as set out in its back-up policy or such other website address as may be notified to the User from time to time], as such document may be amended by TF in its sole discretion from time to time. In the event of any loss or damage to User data, the User's sole and exclusive remedy against TF shall be for TF to use reasonable commercial endeavours to restore the lost or damaged User data from the latest back-up of such User data maintained by TF in accordance with the archiving procedure described in its back-up policy. TF shall not be responsible for any loss, destruction, alteration or disclosure of User data caused by any third party (except those third parties sub-contracted by TF to perform services related to User data maintenance and back-up for which it shall remain fully liable.
LIMITATION OF LIABILITY.
1. Except as expressly and specifically provided in this Agreement:
  1. the User assumes sole responsibility for results obtained from the use of the Services and the documentation by the User, and for conclusions drawn from such use. TF shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to TF by the User in connection with the Services, or any actions taken by TF at the User's direction;
  2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
  3. the Services and the Documentation are provided to the User on an "as is" basis.
2. Nothing in this agreement excludes the liability of TF:
  1. for death or personal injury caused by TF's negligence; or
  2. for fraud or fraudulent misrepresentation.
3. Subject to clause 24.1 and clause 24.2:
  1. TF shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
4. Nothing in this agreement excludes the liability of the User for any breach, infringement or misappropriation of TF's Intellectual Property Rights
INDEMNITY.
1. The User shall defend, indemnify and hold harmless TF against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the User's use of the Services and/or Documentation, provided that:
  1. the User is given prompt notice of any such claim;
  2. TF provides reasonable co-operation to the User in the defence and settlement of such claim, at the User's expense; and
  3. the User is given sole authority to defend or settle the claim.
2. TF shall defend the User, its officers, directors and employees against any claim that the User's use of the Services or Documentation in accordance with this agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the User for any amounts awarded against the User in judgment or settlement of such claims, provided that:
  1. TF is given prompt notice of any such claim;
  2. the User does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to TF in the defence and settlement of such claim, at TF's expense; and
  3. TF is given sole authority to defend or settle the claim.
3. In the defence, or settlement of any claim, TF may procure the right for the User to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on [2] Business Days' notice to the User without any additional liability or obligation to pay liquidated damages or other additional costs to the User.
4. In no event shall TF, its employees, agents and sub-contractors be liable to the User to the extent that the alleged infringement is based on:
  1. a modification of the Services or documentation by anyone other than TF; or
  2. the User's use of the Services or documentation in a manner contrary to the instructions given to the User by TF; or
  3. the User's use of the Services or Documentation after notice of the alleged or actual infringement from TF or any appropriate authority.
5. The foregoing states the User's sole and exclusive rights and remedies, and TF's (including TF's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.
ARBITRATION, CHOICE OF LAW, VENUE, CLAIM RESOLUTION.
1. Mediation and Arbitration
2. In the event of a dispute arising out of or relating to this contract, including any question regarding its existence, validity or termination, the parties shall first seek settlement of that dispute by mediation in accordance with the LCIA Mediation Rules, which Rules are deemed to be incorporated by reference into this clause.
3. If the dispute is not settled by mediation within 30 days of the commencement of the mediation, or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.
4. The language to be used in the mediation and in the arbitration shall be English. The governing law of the contract shall be the substantive law of England and Wales. In any arbitration commenced pursuant to this clause,
5. 1. the number of arbitrators shall be one; and
  2. the seat, or legal place, of arbitration shall be London, England.
SEVERAL NOTES ABOUT THIS AGREEMENT AND APPLE.
1. The following addresses certain matters with respect to Apple Inc. ("Apple") and/or the so-called "Usage Rules" set forth in Apple's App Store Terms of Service (located at http://www.apple.com/legal/internet-services/itunes/us/terms.html, and last updated as stated on that page) as of the effective date hereof ("Apple's Usage Rules"):
2. Acknowledgement. The Parties hereby acknowledge that:
  1. this Agreement is between the Parties only, and not with Apple;
  2. Apple is not responsible for the Sites, the Apps, or the content thereof;
  3. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apps;
  4. Apple has no warranty obligations, whether express or implied;
  5. Apple is not responsible for addressing any claims you or any third party have or may have relating to any of the Apps or your possession and/or use of any of the Apps, including, without limitation, (i) product liability claims, (ii) any claim that such Apps fail to conform to any applicable legal or regulatory requirement, (iii) claims arising under consumer production or similar legislation, and (iv) intellectual property infringement claims;
  6. this Agreement's usage rules for the Apps are not intended to be less restrictive than Apple's Usage Rules;
  7. Apple, and Apple's subsidiaries, are third-party beneficiaries of this Agreement; and
  8. Upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary hereof.
3. Amended Scope of Limited License — The Apps. If you download, access, or use any of the Apps from or through Apple's App Store, then the limited license granted to you hereunder with respect to such Apps is hereby amended to add the following restriction: you may not use such Apps on any device other than the Apple-brand device (e.g., iPhone, iPod Touch, iPad) that you own or control, or in any manner that is contrary to Apple's Usage Rules.
GENERAL TERMS.
1. Variation
2. TF may modify the Agreement or any other terms, such as the Privacy Notice at any time. The Agreement and any accompanying or incorporated terms are effective immediately upon registration. You should review all applicable terms regularly. In the event new terms may be displayed on-screen, you may be required to read and accept them to continue your use of the Platform, Apps, or Sites. TF will also post the terms at [insert correct link here]. If you choose not to accept any new terms, you may close your account. Where the law allows, you acknowledge that continued use of TF Services after TF posts or sends notice of updated terms means that your personal data is subject to any updated Privacy Notice.
3. Force Majeure
4. TF shall not have any liability for any failure to perform obligations under this Agreement if such failure is caused by fire, flood, natural disaster, pandemic, epidemic, act of God, strike, civil unrest, riot, insurrection, revolution, war, terrorism, lack or failure of suppliers or transportation facilities, failure of utilities or telecommunications, failure of third party software, law or governmental regulation or other cause or event which is of a magnitude or a type beyond the reasonable control of TF.
5. Waiver/Severability/Headings
6. If any provision of the Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions will not in any way be affected or impaired and a valid, legal, and enforceable provision of similar intent and economic impact will be substituted, therefore. TF's failure to require or enforce strict performance of any provision or to exercise any right under the Agreement shall not be construed as a waiver of any such provision or right. The headings appearing at the beginning of each section are for identification and reference purposes only and shall not be used to determine the construction or interpretation of the Agreement.
Entire Agreement
1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
2. Each party acknowledges that in entering into this Agreement it does not rely on [, and shall have no remedies in respect of,] any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
4. Nothing in this clause shall limit or exclude any liability for fraud.
Notices and Contact
1. Any notices, message, or communication sent to you by TF will be sent via the Platform, Apps, or Sites and/or to your email address and/or via your phone number or push notification on your device on file with TF, which may be updated by you in writing on the Services at any time. It is your responsibility to ensure that TF has your current contact information at all times. Any notice sent by TF to you the Platforms, Apps, or Sites and/or via the email address and/or via your phone number or push notification on your device you provided shall be deemed given, received, and read by you, whether or not it actually is received and/or read.
2. Any notice or communications given to a party under or in connection with this contract shall be in writing and shall be:
  1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
  2. sent by email to the following addresses (or an address substituted in writing by the party to be served):
  3. The FLOORR Ltd., for the attention of LEGAL: legal@thefloorr.com
  4. User: [INSERT USER EMAIL ADDRESS]
3. Any notice shall be deemed to have been received:
4. if delivered by hand, at the time the notice is left at the proper address;
5. 1. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
  2. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
6. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, "writing" shall not include email.

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