LICENSE AGREEMENT

MyMeal mobi Services B.V., located at Brancusistraat 5, 1328 ND in Almere, hereinafter referred to as: Click-en-Collect.nl and you as the registering entrepreneur, hereinafter referred to as: Partner

Hereinafter collectively referred to as the “Parties”.

Considering that:

Click-en-collect nl has developed an Application, where Partner has the opportunity to offer products and manage orders;

Click-en-collect nl, by facilitating the Application, acts only as an intermediary, and if an agreement is concluded by a User, this agreement is exclusively between Partners and Users.

Agree that:

Definitions and concepts

In this License Agreement, the following capitalized terms are defined as follows.

Offer The products and/or services of Partner.

Application Both the website Click-en-collect.nl, as well as the website, Android, and iOS application Click-en-collect.nl.nl, as developed and offered by MyMeal.mobi Services B.V., made available to the Licensee in accordance with the terms and conditions in this License Agreement.

Order The agreement that is concluded between Partner and a User due to the purchase by the User of a product or service from Partner via the Application.

Data Breach: A breach of the security of Personal Data that accidentally or unlawfully leads to the destruction, loss, alteration, or unauthorized provision of or unauthorized access to transmitted, stored, or otherwise processed data.

User A natural person or legal entity who uses the Application and associated services and has the opportunity to enter into an agreement with a Partner.

Click-en-collect nl Terms of Use: The conditions that apply to Users of the Application, also attached as Annex 2.

Partner The business with which Click-en-collect.nl enters into a License Agreement and wishes to use the Application in accordance with the terms and conditions in this License Agreement.

Personal Data: All information about an identified or identifiable natural person, processed by Click-en-collect.nl and Partner via the Application.

License Agreement (Agreement): The terms from this document including annex(es).

Subprocessor Any third party engaged by Click-en-collect.nl or Partner to process Personal Data on behalf of Click-en-collect.nl or Partner.

Processing Any operation or set of operations with respect to Personal Data or a set of Personal Data, whether or not carried out by automated processes, such as collecting, recording, organizing, structuring, storing, updating or modifying, retrieving, consulting, using, providing by means of transmission, distributing or otherwise making available, aligning or combining, shielding, erasing, or destroying data.

Subject of the License Agreement

Based on this License Agreement, Partner has the right to use the Application, including the agreed functionalities and associated services. The License Agreement determines the right of the Partner to use the Application, the selected functionalities, and the additional materials and services within its business environment. Subject to the payment of agreed fees and subject to the terms and conditions contained in this License Agreement, Click-en-collect.nl grants the Partner a worldwide, non-exclusive, and non-transferable right to use the Application and associated services, as well as (future) updates and any documentation related to the Application for its own purposes. The License Agreement includes all terms and conditions agreed upon between the Partner and Click-en-collect.nl and replaces any previous agreements relating to the subject of this License Agreement, both written and oral.

Formation of the License Agreement

An Agreement between Partner and Click-en-collect.nl is established at the moment of signing this Agreement or after Partner has made a request and Click-en-collect.nl, after reviewing the application, is willing to enter into an agreement. If it appears that the data provided by Partner at the application of the Agreement were incorrect, Click-en-collect.nl has the right to adjust the prices accordingly.

Duration and Termination of the License Agreement

The Agreement is entered into for the term as stated in Annex 1. If no term is stated, the Agreement is entered into for a duration of one (1) year. The Agreement can be terminated monthly. Annual license fees are non-refundable. Termination of the Agreement implies the deletion of the account and that Partner no longer has access to the Application. Click-en-collect.nl has the right to terminate the Agreement immediately and without any obligation to pay damages in writing, if:

• Partner has failed to fulfill its obligations under the Agreement and such failure has not been remedied within five (5) working days after written notice of default by Partner;

• Partner is declared bankrupt, applies for a moratorium on payments, or if a general seizure of the Partner's assets is imposed;

• Partner is the subject of a criminal, fiscal, or any other investigation by the authorities.

Price

Depending on the Offer of the Partner, the license fee consists of a periodic fixed amount and an amount per promoted product and/or a percentage of the price paid by Users when ordering the Partner's Offer. For restaurant reservations, in addition to a fixed periodic amount, a fee per reservation is charged. The percentage of the price per placed order to be paid by Partners is exclusive of VAT. Fees for the provision and use of the Application and associated services are listed in Annex 1. All mentioned prices are in Euro and exclusive of VAT and other levies imposed by the government. Annex 1 is an integral part of this agreement. Click-en-collect.nl reserves the right to increase prices, if cost factors beyond their control give cause to do so, after the conclusion of the Agreement. If the price increase exceeds 8%, the Licensee is entitled to terminate the Agreement by registered letter within seven (7) calendar days after notification of the price increase. Click-en-collect.nl is entitled to annually increase prices with a price change based on the change in the price index figure according to the consumer index (CPI), all households series (2015 = 100), published by the Central Bureau of Statistics (CBS).

Payment Terms

The fixed fee owed by the Partner is billed periodically by Click-en-collect.nl. For the variable fee, the Application is designed in such a way that Click-en-collect.nl collects payments from Users to Partner. Invoicing and payment take place weekly in arrears, with a delay of one (1) week. Partner agrees to electronic invoicing by Click-en-collect.nl. Invoices will be made available in a common format in the Application and/or sent to the email address of Partner known to Click-en-collect.nl. Unless the Agreement states otherwise, the payment term of invoices is 30 days. Partner is in default in case of non (timely) payment simply by the expiration of the payment term. Click-en-collect.nl is entitled to charge Partner interest of 1% above the statutory interest per month (where a part of the month is counted as a full month) from the due date of the invoice until the day of full payment. If Partner fails to pay after being duly summoned, Click-en-collect.nl may hand over the claim for collection. In that case, Click-en-collect.nl is entitled to reimbursement of extrajudicial costs, which will be calculated based on the collection rate of the Dutch Bar Association but will be at least €300. Payments made by Partner always serve firstly to satisfy all due interest and costs, secondly of due invoices that have been outstanding the longest. Partner is not allowed to suspend payment of due amounts or to offset them. The claim for payment is immediately due and payable in case Partner or a third party files for Partner's bankruptcy, applies for a suspension of payment for Partner, or if a third party imposes a general seizure on the assets of Partner, or if Partner enters into liquidation or is dissolved.

Offer and Orders

If a User of the Application places an Order with a Partner, only an agreement is concluded between Partner and the User. In an Order, Partner is obliged towards the User to adhere to the Click-en-collect.nl Terms of Use. If the Partner uses its own general terms and conditions, these are explicitly not applicable to the agreement between Partner and User, concluded via the Application. Partner guarantees that the Offer is of good quality. Orders from Users are forwarded to Partner via the Application. After acceptance, Partner takes care of the Order and that it is packed with care. If not complied with the above, Click-en-collect.nl has the right to impose a surcharge on Partner for any incurred costs. If the delivery of an order is carried out by a courier employed by Click-en-collect.nl, they have the right to inspect the order. If an Order is deemed not ready for shipment by the courier, the courier may refuse the Order on behalf of Click-en-collect.nl. In that case, Partner remains liable for commission to Click-en-collect.nl. Click-en-collect.nl reserves the right to suspend placing orders and carrying out deliveries in the event of irresponsible weather conditions (for example, KNMI code orange/red). Partner refrains from independently promoting its own delivery service via Click-en-collect.nl's service. Partner acknowledges and accepts that Users have the ability to give Partner a rating or to leave reviews. Click-en-collect.nl has no influence on these reviews and will not censor them, unless the Partner demonstrates that a review is contrary to law or regulation, public order, and/or good morals. Such reviews can be removed by Click-en-collect.nl as soon as they are aware of them.

User complaints about the Application or delivery are handled by Click-en-collect.nl. Partner is not allowed to make agreements or promises to Users regarding the Offer on the Application. If Partner makes commitments to a User, these costs are for the account of the Partner. Partner is obliged to ensure that its Offer as well as the execution of the Order comply with applicable laws and regulations.

Use of the Application

Partner must provide correct, accurate, current, and complete information. Data may be graphically adjusted if Click-en-collect.nl deems it necessary for publication on the platform. Partner shall provide all information necessary for the execution of this Agreement and shall at least include address details, phone number(s), email address, opening hours, delivery times and area, menu(s), assortments, price lists, ingredients, mandatory label information, allergy information, and all product information that must be mentioned according to laws and regulations. Any differences between information provided in the Application and reality are entirely the responsibility of the Partner. The requirements for the provided data also apply for future use. The Partner is also responsible for correcting or removing outdated data. Click-en-collect.nl can refuse registration or not publish information if incomplete, incorrect, or insufficient data are provided. Unless otherwise agreed in writing, Partner is not allowed to apply for the Application in the name of affiliated companies or third parties, to sublease, or otherwise make it available to third parties. This does not include the employees of the Partner. Consequently, the Partner declares that he is responsible for the confidentiality of his user account and login details. Partner is aware that loss of login details can lead to unauthorized access to the Application. Therefore, Partner will shield login details from unauthorized persons. Partner remains responsible for all actions performed via the Application in his user account.

Limitations of Usage Rights

The Partner does not have the right to sell, distribute, rent, lease, lend, or otherwise transfer the Application or any part of the software, or to make the Application available to a third party without the written consent of Click-en-collect.nl. Furthermore, Partner must refrain from actions that could have a harmful impact on the proper functioning and security of the Application and/or its use. The right of use is limited in that the use may not be in conflict with this License Agreement, applicable legislation, the rights of third parties, and generally accepted principles on the internet. The following actions are strictly prohibited:

The use of software programs intended to collect and obtain Application data, including but not limited to: spiders, crawlers, robots, and similar software.

Using the Application and its Data for spam, chain letters, junk mail, and/or similar variations.

Violating the confidentiality of other user accounts or accessing other user accounts without permission.

Using a false or foreign identity and/or information for registration.

Partner has the possibility to upload content on the Application. It is forbidden to upload the following content on the Application:

Any content that can be considered inappropriate or unlawful due to its illegal, harmful, offensive, threatening, misleading, obscene, pornographic, or racist nature and/or more generally due to its inconsistency with public order or good morals.

Content that violates the intellectual property rights and portrait rights of other users and/or third parties.

Content that results from or refers to a criminal or criminally sanctioned act or that encourages such an act.

Content that harms or may harm other users. This includes the distribution of harmful software such as computer viruses, worms, trojans, and cancelbots.

Click-en-collect nl reserves the right to take all reasonable and appropriate measures when a Partner violates this License Agreement or infringes on any other known obligation, applicable legislation, the rights of third parties, or the generally accepted code of conduct on the internet. Click-en-collect.nl has a broad margin of appreciation to sanction an infringement, always in proportion to the infringement. Click-en-collect.nl may temporarily or permanently give the Partner limited access to certain functionalities or impose a temporary or permanent ban on use. When circumstances require, these measures can be taken without any prior warning or notification. The Partner can in no case claim a refund or compensation. If the Partner judges that the measure taken is inappropriate or unfounded, he must report this in writing to Click-en-collect.nl within 15 calendar days after the measure is imposed. Click-en-collect.nl will consider the arguments without being obliged to undo the initial measures. Furthermore, the Partner must refrain from any use that significantly exceeds the use of the Application and additional services of Click-en-collect.nl by an average Partner ('excessive use'). Such excessive use carries a risk of damage to the network or a system overload of the Application. There is no maximum set for the Data that can be stored through the Application, however, a 'Fair Use Policy' applies. Click-en-collect.nl applies a fair use policy for the use of the Application. A fair use policy is defined as: a maximum regarding the use of the Application or the storage that Partner may use in the context of the Application. In that case, a realistic amount of storage will be determined based on the average consumption across all users of the Application of similar size and/or with similar conditions. If Partner exceeds twice (2) the realistic amount, Click-en-collect.nl will contact Partner to come to a reasonable solution, such as a higher rate. The obligations of the Partner included in this License Agreement are analogously applicable to employees and third parties who fall under the responsibility of Partner.

Availability and Maintenance

Click-en-collect nl makes the Application available as a web application and partly as a mobile application for Android and iOS. It is the full responsibility of the Partner to take all necessary measures within its sphere of influence to enforce the right of use on the Application, such as keeping its own hardware and software up to date. Click-en-collect.nl has an obligation to make every effort to achieve the best possible response time and data access for the Partner. Maintenance work, changes, and improvements to the Application can temporarily affect accessibility and the proper functioning of the Application. Click-en-collect.nl will inform the Partner in a timely manner, at least 24 hours in advance, about such actions, to the extent possible and as far as this is useful. In case of malfunctions or unavailability of its systems, network connections, or other matters relevant to the Application, Click-en-collect.nl will inform the Partner about the nature and the expected duration of the interruption, as well as the expected resolution time and any emergency measures.

In the event that Click-en-collect.nl believes that a shutdown of the Application is necessary for the proper functioning of the Application, it is entitled to shut down the Application immediately without prior notice to the Partner. However, Click-en-collect.nl is never obligated to any compensation for damages related to such shutdown. If and as far as a proper execution of the Application requires it, Click-en-collect.nl has the right to have certain work performed by third parties without notifying the Partner. Click-en-collect.nl will not charge the Partner for the expenses made by the third party.

Click-en-collect nl offers support in the form of email contact and telephone contact. The contact details for support can be found in the Application. During the duration of the Agreement, order data will be stored for a maximum of five (5) years. After this period, Click-en-collect.nl is entitled to delete the data, unless otherwise agreed in writing.

Warranties and Changes

The Partner accepts that the Application only contains the functionality and other characteristics as the Partner finds in the Application at the time of delivery ("as is"), therefore with all visible and invisible errors and defects. Click-en-collect.nl will resolve the reported problems and/or defects in the next update of the Application. In case of urgent problems and/or defects, Click-en-collect.nl will make every effort to perform the update within two (2) calendar days and make it available to the Partner.

Click-en-collect nl cannot guarantee that (possible) links with third parties will always work and/or are sufficiently secured. The Partner is aware that Click-en-collect.nl is dependent on (the availability and/or infrastructure of) these third parties. Information coming from (links with) third parties is not checked by Click-en-collect.nl for accuracy and completeness. The Partner is responsible for checking the accuracy and completeness of the information. Click-en-collect.nl is not responsible for incorrect or incomplete delivery of Data by third parties.

Click-en-collect nl may from time to time adjust the functionality of the Application. Feedback and suggestions from the Partner are welcome. Click-en-collect.nl aims to, but is not obliged to, notify at least 24 hours in advance that updates will be carried out. The Partner cannot in any case continue to use the old version of the Application or claim an announced update which was not carried out due to circumstances.

Intellectual Property Rights

All rights of intellectual property such as, but not limited to, copyright and database rights with respect to the Application, all Click-en-collect.nl content, and trademarks and logos belong to Click-en-collect.nl and/or its licensors and may not be copied or used in any way without separate written permission from Click-en-collect.nl and/or its licensors. Click-en-collect.nl has the non-exclusive, non-transferable right to use content and the image and wordmark of the Partner made public on the Application and in communication and advertising expressions in all media for the benefit of the Application. The Partner indemnifies Click-en-collect.nl against claims from third parties regarding (possible) infringements of the intellectual property rights of those third parties.

Personal Data

In the context of processing Personal Data, both Partner and Click-en-collect.nl are considered as Data Controllers. The Parties ensure that Personal Data of Users are handled in accordance with applicable laws and regulations, including but not limited to the General Data Protection Regulation. The Partner commits to processing Personal Data only in the context of Orders. The Parties take the required appropriate technical and organizational measures to ensure a level of security appropriate to the risk so that the Processing complies with applicable legislation and the rights of Users are safeguarded. The Parties guarantee that Personal Data will only be provided to those employees who need access to such data for the performance of their duties. The Parties and their employees are obliged to maintain confidentiality with respect to the Personal Data processed.

Through the Application, the Partner only receives the Personal Data of Users, as far as these Personal Data are necessary for the Partner to execute the Order or when the User has given his consent. Click-en-collect.nl cannot guarantee that Personal Data of Users are correct at all times. The Partner guarantees that Users will only be approached in connection with the execution of the Order and the obligations arising from it. It is expressly forbidden for the Partner to commercially exploit or use Personal Data of Users. The Partner will only process the Personal Data of Users to fulfill its obligations under the License Agreement and to comply with its accounting obligation. Even after termination of this License Agreement, it is not allowed for the Partner to use Personal Data of Users commercially.

To ensure that Click-en-collect.nl can provide a quality service and improve the Application, Click-en-collect.nl will subject Personal Data to further Processing and guarantees that such Processing will take place in accordance with applicable legislation. Only Click-en-collect.nl is entitled to handle requests from Users, such as modification, correction, deletion, or retrieval of Personal Data. If the Partner receives the above-mentioned request, it will immediately forward this request to Click-en-collect.nl and inform the User in writing. The Parties have the possibility to outsource the processing of Personal Data entirely or partially to Subprocessors. The Parties guarantee that the same obligations regarding data protection as mentioned in this License Agreement will be imposed on Subprocessors. The Parties remain the contact point at all times.

Click-en-collect nl uses hosting servers that are partially located in the United States. The processing of this data takes place based on the US-European Privacy Shield. Apart from the foregoing, the Parties commit themselves not to process Personal Data outside the EEA. If one of the Parties identifies a Data Breach, it shall report this immediately and no later than within 48 hours after the discovery to the other Party and to the supervisory authority. The notification contains all necessary information, such as the nature and scope of the Data Breach and proposed or taken measures to remedy and/or limit the consequences. The Party in whose business environment the Data Breach occurs, or the Party to whom the Data Breach is attributable, is responsible for taking action. This includes taking all appropriate measures to resolve and limit the consequences without any delay, as well as the necessary measures to prevent recurrence, at its own expense. The other party provides all reasonable support at the cost of the responsible party.

Force Majeure

When Click-en-collect.nl is prevented from fulfilling its obligations towards the Partner to fully or partially comply with this Agreement due to circumstances beyond its control, this constitutes force majeure. In case of force majeure, which includes – in addition to what the law stipulates, disruptions in the internet or telecommunications infrastructure, (D)DoS attacks (Distributed Denial of Service), business disturbances, stagnation in supply, fire, flood, and in case Click-en-collect.nl is not enabled to deliver by its own suppliers, regardless of the reason, so that compliance with this Agreement cannot reasonably be expected from Click-en-collect.nl, the execution of this Agreement by Click-en-collect.nl will be suspended, without any obligation to compensate for damages. If a force majeure situation lasts longer than 60 calendar days, each of the Parties has the right to terminate the Agreement in writing. In that case, what has already been performed under the Agreement will be settled proportionally, without the Parties owing each other anything as far as it results from the force majeure situation.

Liability

The total liability of Click-en-collect.nl due to attributable failure in the performance of the Agreement is limited to compensation for direct damage. The maximum amount that will be paid out in case of liability for direct damage per event is limited to the amount paid of the last three (3) invoices including VAT, with an absolute maximum of one thousand (1,000,-) euros including VAT per year. A series of related events is considered as one event. The total maximum of claims amounts to twenty-five hundred (2,500,-) euros including VAT per year. Direct damage is understood to mean only:

• Damage directly inflicted on tangible property ("property damage");

• Reasonable and demonstrable costs that the Partner would have to make to make the performance of Click-en-collect.nl comply with the Agreement. However, this damage will not be compensated if the Partner has dissolved the Agreement;

• Reasonable costs made to determine the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of this Agreement;

• Reasonable costs made to prevent or limit damage, insofar as the Licensee demonstrates that these costs have led to the limitation of direct damage within the meaning of this Agreement.

The liability of Click-en-collect.nl for indirect damage, including consequential damage, lost profit, missed savings, and damage due to business stagnation, is excluded. The liability of Click-en-collect.nl due to attributable failure in the performance of the Agreement only arises if the Partner promptly and properly notifies Click-en-collect.nl in writing of the default, stating a reasonable period to remedy the deficiency, and Click-en-collect.nl also fails to fulfill its obligations after that period. The notice of default must contain as detailed a description of the failure as possible, so that Click-en-collect.nl is able to respond adequately. A condition for the existence of any right to compensation is always that the Partner reports the damage as soon as possible after it occurs in writing to Click-en-collect.nl.

Amendment of Agreement

Click-en-collect nl is entitled to unilaterally amend this License Agreement. These changes also apply to existing Agreements and replace the previous License Agreement. The Partner will be notified of the change via the website and/or email. The amended provisions of the License Agreement will come into effect 30 calendar days after the announcement, unless a different date is specified in the announcement. If the Partner does not wish to accept a change in these terms, they can terminate the Agreement against the date on which the new terms come into effect, up to the date of their effectiveness. Changes of minor importance can be made at any time, without the right for the Partner to terminate the Agreement.

Final Provisions

This Agreement is governed by Dutch law. To the extent not prescribed otherwise by mandatory law, all disputes related to the Agreement will be submitted to the competent Dutch court in the district where Click-en-collect.nl is statutorily established. The Parties commit themselves to resolving disputes related to this Agreement amicably in the first instance. The Partner is not entitled to transfer the rights and obligations from this Agreement to a third party without the prior written consent of Click-en-collect.nl. In the event that written consent is granted, Click-en-collect.nl is entitled to attach conditions to granting this consent. Click-en-collect.nl is entitled to transfer its rights and obligations from the Agreement to another company or group of companies to which it belongs in the event of sale, transfer, merger, consolidation, or any other disposition of all or a substantial part of the assets after giving formal written notice to the Partner, provided that such transfer or assignment does not adversely affect the substantial rights and obligations of the Partner. Deviations from this License Agreement are only valid when they have been recorded in mutual agreement and in writing. The other provisions included in this License Agreement retain their full effect. If a provision of the Agreement turns out to be void, this does not affect the validity of the entire Agreement. The Parties will replace the void or invalid part with provisions that are valid and whose legal consequences, considering the purpose of this License Agreement, correspond as much as possible with those of the void or invalid part.