Too Good To Go - PROMOTION AND REFERRAL TERMS

These Promotion and Referral Terms (hereinafter the “Terms”) are a binding legal agreement between you (meaning the business or entity you represent) (hereinafter “Referral Partner”) and the Too Good To Go entity set out Annex 1 below with whom you are contracting (hereinafter “TGTG”) that govern your participation to our referral program (hereinafter the “Program”). By participating in the Program, Referral Partner agrees to be bound by these Terms unless otherwise expressly agreed by TGTG. No amendment to the Terms shall apply unless agreed to in writing and signed by TGTG.

TGTG is contributing to the goal of ensuring that all food produced is food consumed by empowering food businesses and consumers to save meals from food businesses with surplus food through TGTG apps and related sites (hereinafter the “Platform”). TGTG is always looking for business users to use our Platform to join the fight against food waste. To advance that goal TGTG has launched a Program enabling certain businesses that already use the TGTG Platform to receive an incentive for referring other food businesses to use the TGTG Platform.

These Terms apply only to Referral Partner’s participation under the Program, any other activity by the Referral Partner on the Platform is exclusively governed by TGTG Store Terms

1. Background & Purpose - The Referral Partner agrees to promote the Platform to relevant third parties in its country (such as business partners, supermarkets, restaurants, bakeries, hotels, cafes etc.), that may be interested in using the Platform to reduce food waste within their own businesses (hereinafter a “Prospective Store”). To do so, Referral Partner will follow the instructions available in its account on the Platform with the section titled “Refer a store” or similar. Referral Partner may refer as many different Prospective Stores as it wants throughout the entirety of the Program subject to these Terms.

2. Prospective Stores referred by a Referral Partner– Referral Partner may earn a referral fee as described in section 3 for its referral of Prospective Stores that are eligible to be referred under the Program (each an “Eligible Store”). A Prospective Store is an Eligible Store if it meets all of the following criteria:

2.1 The Prospective Store is not part of a chain or corporate group of more than 20 Stores including any subsidiaries, affiliates, or which are under control of a common owner;

2.2 The Prospective Store and Referral Partner are not part of the same chain or corporate group, or are a subsidiary or affiliate of each other or under control of a common owner;

2.3 The Prospective Store is not part of a chain or corporate group including any subsidiaries, affiliates, or which are under control of a common owner that currently use TGTG or have already been referred to TGTG by Referral Partner or anyone else;

2.4 The Prospective Store is located in the same country as the Referral Partner;

2.5 TGTG is/has not already been in contact or discussions with the Prospective Store;

2.6 The Prospective Store did not previously join or does not currently use the TGTG Platform or previously use the TGTG Platform before the Referral Partner’s referral;

2.7 The Prospective Store has not already been referred to TGTG by another referral partner.

In the event of any ambiguity whether a Prospective Store is an Eligible Store, determination of a Prospective Store’s qualification as an Eligible Store is exclusively at TGTG’s discretion. For avoidance of doubt Referral Partner shall not earn any fee for its referral of Prospective Stores to TGTG that are not Eligible Stores.

In the event a Prospective Store meets all the criteria to be an Eligible Store except for it being affiliated with or part of the same corporate group as the Referral Partner then the Referral Partner will not receive a referral fee but TGTG will extend the Prospective Store the incentive that Eligible Stores receive as set out in Annex 2.

3.Referral Fee – Referral Partner will earn a one-time referral fee as set out in the Referral Incentive Schedule attached as Annex 2 below (hereinafter the “Fee”) applicable to the country the Referral Partner is located for each Eligible Store it refers to TGTG that joins TGTG’s Platform and sells one TGTG bag of its surplus food through use of TGTG’s Platform. Once this occurs TGTG will extend the Eligible Store a separate incentive as set out in Annex 2.

Referral Partner and Eligible Store shall not be entitled to any other compensation, payment or refund for their participation in the Program.

4. Fees & Payment – TGTG will pay applicable Fees to Referral Partner 90 days after the date that the Eligible Store sells its first TGTG bag of its surplus food through use of TGTG’s Platform. TGTG will remit payment using the banking information filled in the Referral Partner’s business accounts on the Platform.

TGTG will generate invoices related to any Fees owed to Referral Partner and Referral Partner authorises TGTG to issue these applicable invoices on its behalf. Referral Partner agrees such invoice will be deemed approved by Referral Partner unless they dispute the invoice by notifying TGTG within 14 days of the date of invoice. In such case TGTG’s obligation to pay the related Fees to Referral Partner will be suspended until such dispute is resolved.

5. Data protection & Legal compliance - Referral Partner warrants that all activities performed by Referral Partner as part of these Terms, including promotion activities, collection and contact of potential Stores, obtaining adequate consent from Stores to be contacted by or on behalf of TGTG when required by law, are carried out in full compliance with all applicable laws and regulations, including but not limited to, data protection laws and marketing laws. Both parties agree to comply with their obligations under the General Data Protection Regulation (EU) 2016/679 of 27 April 2016 (“GDPR”) and any applicable data protection laws.

6. Intellectual property – TGTG owns any and all rights, title and interest in and to the Platform and any material provided to Referral Partner. Referral Partner is granted a non-exclusive revocable licence for the duration of these Terms to use such Material only for the purpose of these Terms. Referral Partner shall be entitled to – for the duration of the Terms – use TGTG’s trademarks, incl. name and brand solely in connection with the Program, including for marketing and promotion purposes of TGTG’s business in any form and on any media. Any reference to TGTG’s business, name and brand shall at all times be in accordance with the instructions and guidelines provided by TGTG. Referral Partner shall not take any actions or make any statements which may harm the reputation, goodwill or interest of TGTG’s and its affiliates’ business. Any use of TGTG’s intellectual property rights other than as explicitly set out above, requires the prior written approval of TGTG.

7. Confidentiality - The Parties shall not disclose or permit the disclosure of any information which should be reasonably understood to be confidential considering the nature of the information and the circumstances surrounding the disclosure Confidential Information to any third party nor use Confidential Information for any other purposes than for the performance of this Agreement without the prior written consent of the other Party.

8. Liability & Indemnification - Referral Partner shall be fully liable towards and indemnify TGTG against and from any and all costs, losses, damages, fines and any liabilities arising out of or in connection with (i) any breach of applicable laws or (ii) any violation or material breach Referral Partner’s obligations under these Terms. Except in case of gross negligence or wilful misconduct, each Party shall only be liable for direct damages and losses incurred or suffered by the other Party as a consequence of a breach of these Terms. Neither Party shall be liable for indirect or consequential losses. In any event, TGTG’s (including its affiliates) liability is limited to the amount which has been invoiced under Referral Partner’s participation in the Program in the three (3) calendar months prior to the month in which the loss incurred.

9. Termination – TGTG reserves the right to cancel, modify, or terminate the Program at any time for any reason. TGTG reserves the right to disqualify a Referral Partner at any time from participation in the Program..

10. Miscellaneous – The Terms may not be assigned to a third party without the prior written consent of the other Party. These Terms shall be governed by Danish law and any disputes relating to or accruing from them shall be settled in the city court of Copenhagen in the first instance.

ANNEX 1 - TGTG CONTRACT ENTITIES

ANNEX 2 - REFERRAL INCENTIVE SCHEDULE

Incentive provided to Eligible Stores: For the first 30 days of an Eligible Store’s use of TGTG no TGTG bag fee will be applied to the sale of bags by the Eligible Store.

Incentive provided to Referral Partner Incentive: Referral Partner shall earn the Fee set out in the table below for each Eligible Store it refers to TGTG based on the country the referral occurred once the Eligible store joins TGTG and sells its first TGTG bag.