TERMS AND CONDITIONS

Contractual Relationship

These Terms of Use ("Terms") govern the access or use by you, an individual, from within the United States and its territories and possessions of applications, websites, content, products, and services (the "Services") made available in the United States and its territories and possessions by Titan, Inc. and its subsidiaries and affiliates (collectively, "Titan", or “Titan”). PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. In these Terms, the words "including" and "include" mean "including, but not limited to." Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Titan. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. Titan may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason. Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in region­ specific disclosures (e.g., a particular city webpage on Titan.com) or in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services. Titan may amend the Terms related to the Services from time to time. Amendments will be effective upon Titan's posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

Our collection and use of personal information in connection with the Services is as provided in Titan Share's Privacy Policy located at www.Titan.com/legal/usa/privacy.

The Services

The Services constitute a technology platform that enables users of Titan's mobile applications or websites provided as part of the Services (each, an "Application") to arrange and schedule transportation and/or logistics services with third party providers of such services, including independent third party transportation providers and third party logistics providers under agreement with Titan or certain of Titan's affiliates ("Third Party Providers"). Unless otherwise agreed by Titan in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use. YOU ACKNOWLEDGE THAT Titan DOES NOT PROVIDE TRANSPORTATION OR LOGISTICS SERVICES OR FUNCTION AS A TRANSPORTATION CARRIER.
License.

Subject to your compliance with these Terms, Titan Urban Transportation Inc, referred to as “Titan” grants you a limited, non­-exclusive, non-­sublicensable, revocable, non-­transferable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Titan and Titan's licensors.

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Titan; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

You acknowledge that portions of the Services may be made available under Titan Urban Transportation, Inc.'s various brands or request options associated with transportation or logistics, including the transportation request brands currently referred to as "Titan," "Titan Urban". You also acknowledge that the Services may be made available under such brands or request options by or in connection with: (i) certain of Titan's subsidiaries and affiliates; or (ii) independent Third Party Providers, including Transportation Network Company drivers, Transportation Charter Permit holders or holders of similar transportation permits, authorizations or licenses.

The Services may be made available or accessed in connection with third party services and content (including advertising) that Titan does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Titan does not endorse such third party services and content and in no event shall Titan be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc. or Google, Inc. will be a third­-party beneficiary to this contract if you access the Services using Applications developed for Apple iOS or Android mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary's terms of service.

The Services and all rights therein are and shall remain Titan's property or the property of Titan's licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Titan's company names, logos, product and service names, trademarks or services marks or those of Titan's licensors.

Your Use of the Services

In order to use most aspects of the Services, you must register for and maintain an active personal user Services account ("Account"). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to Titan certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up­to­date information in your Account. Your failure to maintain accurate, complete, and up­-to­-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or Titan's termination of this Agreement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Titan in writing, you may only possess one Account.

The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive transportation or logistics services from Third Party Providers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes (e.g., no transport of unlawful or hazardous materials). You will not in your use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third-Party Provider or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.

By creating an Account, you agree that the Services may send you informational text (SMS) messages as part of the normal business operation of your use of the Services. You may opt­-out of receiving text (SMS) messages from Titan at any time by texting the word STOP to number TBD from the mobile device receiving the messages. You acknowledge that opting out of receiving text (SMS) messages may impact your use of the Services.

Titan may, in Titan's sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider's services, subject to any additional terms that Titan establishes on a per promotional code basis ("Promo Codes"). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Titan; (iii) may be disabled by Titan at any time for any reason without liability to Titan; (iv) may only be used pursuant to the specific terms that Titan Share establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Titan reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Titan determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.

Titan may, in Titan's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Titan through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions ("User Content"). Any User Content provided by you remains your property. However, by providing User Content to Titan Share, you grant Titan a worldwide, perpetual, irrevocable, transferrable, royalty-­free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Titan's business and on third-­party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Titan the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Titan's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Titan in its sole discretion, whether or not such material may be protected by law. Titan may, but shall not be obligated to, review, monitor, or remove User Content, at Titan's sole discretion and at any time and for any reason, without notice to you.

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from a wireless­ enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Titan does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

Payment

You understand that use of the Services may result in charges to you for the services or goods you receive from a Third Party Provider ("Charges"). After you have received services or goods obtained through your use of the Service, Titan will facilitate your payment of the applicable Charges on behalf of the Third Party Provider, as such Third Party Provider's limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non­refundable, unless otherwise determined by Titan. You retain the right to request lower Charges from a Third Party Provider for services or goods received by you from such Third Party Provider at the time you receive such services or goods. Titan will respond accordingly to any request from a Third Party Provider to modify the Charges for a particular service or good. All Charges are due immediately and payment will be facilitated by Titan using the preferred payment method designated in your Account, after which Titan will send you a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Titan may, as the Third Party Provider's limited payment collection agent, use a secondary payment method in your Account, if available. As between you and Titan, Titan reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in Titan's sole discretion. Further, you acknowledge and agree that Charges applicable in certain geographical areas may increase substantially during times of high demand. Titan will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. Titan may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for services or goods from a Third Party Provider at any time prior to such Third Party Provider's arrival, in which case you may be charged a cancellation fee. This payment structure is intended to fully compensate the Third Party Provider for the services or goods provided. Except with respect to taxicab transportation services requested through the Application, Titan does not designate any portion of your payment as a tip or gratuity to the Third Party Provider. Any representation by Titan (on Titan's website, in the Application, or in Titan's marketing materials) to the effect that tipping is "voluntary," "not required," and/or "included" in the payments you make for services or goods provided is not intended to suggest that Titan provides any additional amounts, beyond those described above, to the Third Party Provider. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third Party Provider who provides you with services or goods obtained through the Service, you are under no obligation to do so. Gratuities are voluntary. After you have received services or goods obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback about your Third Party Provider.

You shall be responsible for the cost of repair for damage to, or necessary cleaning of, Third Party Provider vehicles and property resulting from use of the Services under your Account in excess of normal "wear and tear" damages and necessary cleaning ("Repair or Cleaning"). In the event that a Third Party Provider reports the need for Repair or Cleaning, and such Repair or Cleaning request is verified by Titan in Titan's reasonable discretion, Titan reserves the right to facilitate payment for the reasonable cost of such Repair or Cleaning on behalf of the Third Party Provider using your payment method designated in your Account. Such amounts will be transferred by Titan to the applicable Third Party Provider and are non­refundable.

Disclaimers; Limitation of Liability; Indemnity.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TITAN DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON­INFRINGEMENT. IN ADDITION, TITAN MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-­FREE. TITAN DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

TITAN SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF TITAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TITAN SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF TITAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TITAN SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND TITAN'S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD PARTY TRANSPORTATION PROVIDERS PROVIDING TRANSPORTATION SERVICES REQUESTED THROUGH SOME REQUEST BRANDS MAY OFFER RIDESHARING OR PEER­-TO­-PEER TRANSPORTATION SERVICES AND MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. IN NO EVENT SHALL ATLAS SHARE'S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED U.S. DOLLARS (US $500). TITAN'S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION, GOODS, OR LOGISTICS SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT TITAN HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS OR LOGISTICS SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS. THE LIMITATIONS AND DISCLAIMER IN THIS SECTION 5 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

You agree to indemnify and hold Titan and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Titan Share's use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.

Dispute Resolution

You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") will be settled by binding arbitration between you and Titan, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Titan are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Titan otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1­800­778­7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175 and a separate form for California residents at www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Unless you and Titan otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Titan submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Titan will not seek, and hereby waives all rights Titan may have under applicable law to recover, attorneys' fees and expenses if Titan prevail in arbitration.

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Titan will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Notwithstanding the provisions of the modification­-related provisions above, if Titan changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by providing Titan written notice of such rejection by mail or hand delivery to: Titan, Inc., Attn: Dispute Resolutions, Attn: User Notices Legal, 1799 Bayshore Ave Suite 127, Burlingame, CA 94010, or by email from the email address associated with your Account to: info@titanurban.com, within 30 days of the date such change became effective, as indicated in the "Last update" date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this "Dispute Resolution" section. By rejecting changes, you are agreeing that you will arbitrate any Dispute between you and Titan in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

Other Provisions

These Terms are governed by and construed in accordance with the laws of the State of Texas, U.S.A., without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region.

Claims of copyright infringement should be sent to Titan's email info@titanurban.com.

Titan may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent by first class mail or pre­paid post to your address in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre­paid post) or 12 hours after sending (if sent by email). You may give notice to Titan, with such notice deemed given when received by Titan, at any time by first class mail or pre­paid post to Titan Urban Transportation, Inc., Attn: User Notices Legal, 1799 Bayshore Ave Suite 127, Burlingame, CA 94010.

You may not assign these Terms without Titan's prior written approval. Titan may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Titan Share's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Titan or any Third Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Titan's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Titan in writing.

Ten Lifestyle Management USA, Inc. (together with its affiliates, being collectively referred to as “Ten”), whose address is 33 New Montgomery Street, 10th Floor, San Francisco, CA 94105 (hereinafter called the “Company”) The supplier identified below (hereinafter called the ‘Supplier’). Titan Urban Transportation Inc. 1799 Bayshore Highway Suite 122 Burlingame CA. 94010

‘HSBC Jade’ (hereinafter called the ‘’Client”) – An exclusive loyalty program designed to give Client’s cardholders access to a range of offers worldwide. The Program is by invitation only and is a closed user group. ‘Client Program’- Generally, a password-protected portal whereby Members can view the offers and/or events available to them. Redemption of offers is made by Members through Company’s concierge services. ‘Members’ – Customers of the Client’s. They must qualify for a Client account by having met the requirements of Client’s reward program. ‘Duration of the Agreement’ – Commencement date will start from 1 June 2018 and will be available until either party terminates this agreement within the agreed termination terms as per clause 3. ‘Offer’ – A benefit given to Members of Client’s concierge service which can be redeemed by a variety of methods and outlined in the attached Appendix A. The Offer will have an online presence and may be available globally unless otherwise restricted. The Offer will be exclusive to Client by meeting criteria as defined in Paragraph 1 (g) and (h). ‘Partner Pack’ – A document sent to Supplier by Company requesting various marketing materials and Offer details.

The Company has been contracted by Client to provide offers/products/services for Members through the Company. The Company has approached the Supplier to participate in this Program. The Supplier has agreed to participate and supply Offer/s subject to the terms and conditions set forth below.

a. The Company will own all communication of the Offer to Members. The Company will hold all rights as to how this communication is done and the frequency of this communication.

b. The Supplier agrees to allow their name to be used in marketing communications.

c. The Supplier agrees to make available any marketing copy for the Company to share with Client.

d. The Company can share a screenshot of the final copy available to Members on their website or in email communications to Members.

e. In consideration of the Client or Company including the Supplier on their respective websites or in email communications to Members, the Supplier will make available the following Offer for any registered Member, unless specified as attached in Appendix A.

f. The Offer will be made available to those Members who:

i. Are registered members of the Client Program, and

ii. Are not taking advantage of the Offer in conjunction with any other promotional scheme that the Supplier is offering at the time of the visit.

g. An Offer will be clear, transparent and not misleading for Members and will meet at least one of the following criteria:

i. Be at least equivalent to the best in market discount to the normal product or service price, or of equivalent added value.

ii. Not be available through other means (including but not limited to the Company’s competitors)

iii. Be an exclusive opportunity that would not otherwise be available to the Member. For example, pre-sales before general ticket or product sales, availability to sold-out events, one-off events or experiences specifically created for the Member.

h. In addition, the Supplier will ensure one, or both, of the following criteria (a) and (b):

a. For the Duration of the Offer the Supplier will not enter or be a party to any agreements that would mean any offer with the Supplier (including but not limited to the Offer for Members) will be available by means other than through the Company.

b. If the criteria in subparagraph g(iii) is not satisfied, the Supplier will ensure that the Offer for Members is of a discernibly higher value than any other market proposition valid for the Duration of the Offer.

i. The Supplier will ensure that the Offer is available for the entire Duration of the Offer. In the case of limited availability, the Supplier will make best efforts to make the Offer available to Members and shall indicate in the Offer that it is of limited availability.

j. The Supplier will provide a monthly report detailing the number of redemptions and level of spend as a result of the Offer. This report to be sent electronically no later than the third working day following the end of each month throughout the Offer’s validity period.

k. All communications relating to this Agreement and any Offer will be sent to the following individuals:

For the Company

Name : Michaela Konig

Email : michaelakonig@tengroup.com

For the Supplier

Name: Eddy Manit

Email: ed@titanurban.com

a. In the event of a Member complaint, the Company will inform the Supplier by email along with details of :

i. Name of the Member

ii. Nature of complaint

iii. Date the Member redeemed the Offer

iv. Member contact details

b. The complaint will be sent to the Supplier contact as detailed above.

c. The Supplier will make every effort to resolve the Member complaint within 24 hours. The time to reach an agreed solution between the Supplier and the Member will not exceed 48 hours

d. Such resolution will be done directly with the Member keeping the Company informed at all times.

e. The Supplier will let the Company know, in writing, on the resolution of the Member complaint.

f. The Supplier agrees to keep indemnified the Company and Client for all claims made by Members in relations to this contract.

Both parties agree that the offer will be made available to Members until either party notifies the other of the termination of this agreement with a minimum of six (6) months’ notice to the other, clearly stating the reasons for the termination notice. This enables Company to communicate the changes to Members and/or Client and make necessary changes to the marketing materials, and to find alternative suppliers. In all events, the Supplier will allow a notice period of six (6) months before withdrawing its Offer to the Members.

a. Subject to clause 4(d), where an order for goods and/or services is placed with the Supplier by a Member, all invoices and payment requests shall be issued by the Supplier directly to the Member and shall be settled by the Member directly with the Supplier. At the same time as all invoices and payment requests are issued to the Member, copies of the same shall be sent to Company for the attention of the Accounts Department.

b. In the event that the Member fails to pay any amount due to the Supplier, the Supplier’s rights and remedies shall be against only the Member. The Supplier shall have no recourse whatsoever to Company, including, without limitation, any right of offset against any monies owing to Company, including any Commissions.

c. If expressly agreed by Company in advance in writing, invoices shall be payable by the Member directly to Company. In such cases:

i. Company shall use all reasonable efforts to obtain payment from the Member in accordance with the Supplier’s approved terms and conditions of business;

ii. Company shall remit to the Supplier the Net Receipts collected from or on behalf of Members since the previous remittance within 30 days of receipt of such funds;

iii. In the event that Company is unable to obtain payment from the Member in accordance with this paragraph 4(d), the Supplier’s rights and remedies shall be solely against the Member, and Company shall have no liability for unpaid invoice. Company shall notify the Supplier of such payment issue and upon such notification; the Supplier shall deal directly with the Member regarding the payment. The Supplier shall have no recourse whatsoever to Company, including, without limitation, any right of offset against any monies owing to Company, including any Commissions; and

iv. Notwithstanding the fact that a Member may pay Company directly pursuant to this paragraph 4(d) the Supplier shall otherwise remain fully liable for the performance of this Agreement in accordance with its terms. In no event shall Company have liability for the Tickets or Offer simply because it facilitated the payment by the Member.

d. Monthly statements listing all invoices (with copies of such invoices attached thereto) issued to Members shall be sent to Company for the attention of the Accounts Department. Each statement shall cover a calendar month, and shall be sent within 7 working days of the end of the calendar month

a. The Supplier shall pay Company commission of [0%], if applicable, of the price paid by the Member (net of any sales, entertainment and other applicable taxes) in respect of each separate order for the provision of goods and/or services placed with the Supplier by a Member (the “Commission”). For the avoidance of doubt, Commission shall be payable whether the order is placed by the Member directly or via Company. Commission shall be payable to Company by the Supplier in respect of all initial Member orders as well as in respect of any subsequent orders by a Member (or any third party referred to a Supplier by a Member) for goods and/or services by the Supplier, whether made by a Member directly or via Company.

b. In the event that invoicing and payment in respect of a particular order is made in accordance with clause 4(d), any Commission due to Company shall be deducted from funds remitted by Company to the Supplier pursuant to clause 4(d).

c. Except as expressly provided clause 4(d) and 5(c), Company shall invoice the Supplier for any Commission upon receipt of a copy of the invoice from the Supplier which shall be raised monthly and the Supplier shall pay Company’s invoices in full without any set-off, deduction or counterclaim within 10 days’ of Company’s invoice.

d. During the Term and for a period of six (6) years thereafter, the Supplier will keep and maintain true and accurate books of account and records in relation to all aspects of provision of goods and/or services to Members including all charges made to Members. Such books and records shall be open for inspection and audit by Company (or its nominee) during normal business hours on reasonable notice. If any inspection or audit undertaken by Company discloses a discrepancy between the amount of Commission actually paid to Company and the amount of Commission payable to Company, then the Supplier shall promptly pay to Company the amount of any underpaid Commission plus interest. If such audit discloses any underpayment to Company of five percent (5%) or more of the total Commission due, then the Supplier shall promptly reimburse Company for all costs incurred by it in connection with such audit.

a. The Company shall have no liability or obligation to the Supplier or to the Member in respect of goods and/or services provided by the Supplier to the Member.

b. Each party agrees to protect, save, defend, indemnify and hold harmless the other party and each of its assigns, agents, representatives, affiliates, subsidiaries, parent entities, officers, directors, shareholders, and employees (“Representatives”) from and against any and all third party expenses, damages, claims, suits, actions, judgments, demands, liabilities, debts, and/or costs whatsoever, including reasonable attorney’s fees (“Claims”) arising out of or related to the other party’s negligence or willful misconduct or material breach without cure of this agreement. Notwithstanding anything to the contrary contained herein, neither party shall be liable to the other for any consequential, incidental, indirect, punitive, special or exemplary or other comparable types of damages, arising out of or relating to this agreement, whether arising in contract, tort or otherwise, and regardless of whether such party was advised or aware of the possibility of such damages.

a) Supplier will not process, use or disclose to any third party personal information (as defined in various data protection laws regarding privacy; collectively, “Privacy Laws”) provided by a Client Member (“Member Personal Information”) except to the extent necessary to (a) provide the Supplier Offer or (b) comply with applicable laws.

b) Supplier may not directly market to, or solicit business from, a Member unless the Member has provided his or her informed “opt-in” consent to such marketing. At all times Supplier processes or has access to Member Personal Information, Supplier shall comply with all applicable Privacy Laws and shall use reasonable and appropriate technical and organizational security measures to ensure no Member Personal Information is subject to unauthorized processing or access.

c) To the extent Supplier enters into subcontracts to provide any portion of the Supplier Benefits which involves access to, or processing of, Member Personal Information, Supplier will take reasonable steps to ensure (i) such sub- contractual relationship complies with all applicable Privacy Laws, including international data transfer; and (ii) each such subcontract contains data and security requirements no less rigorous than those in this Agreement.

d) Supplier shall notify Company in writing within 24 hours of any known loss, misuse, or unauthorized disclosure, access or processing of Member Personal Information (a “Data Security Breach”). Supplier will reasonably cooperate with Company in the investigation of the Data Security Breach, including without limitation providing notice or disclosures to affected parties, government or regulatory bodies. Except as required by applicable law, active law enforcement investigation or court order or with Company’s express written consent, Supplier will not inform any third party of Supplier’s involvement in, or otherwise identify Supplier in connection with, any Data Security Breach.

a. This Agreement shall be governed by Delaware law and shall be subject to the exclusive jurisdiction of federal and state courts located in San Francisco, California.

b. Both parties agree the Supplier will be deemed to have accepted the terms of this agreement, commencing 01.2018, by either:

i. Return email from the Supplier to the Company contact detailed above in Clause 1 (k) stating acceptance.

ii. Acceptance by the Supplier of any bookings or orders placed by the Company or Member.

iii. Completion and submittal of a completed Partner Pack outlining all Offer details and relevant marketing materials.

c. Any terms that are not agreeable to either party should be brought to the attention of the other party before such acceptance is made as by this Clause 8 b (i), (ii) or (iii).

d. Nothing in this Agreement shall be deemed to establish any partnership or joint venture between the two parties.

e. No variation of this Agreement shall be effective unless it is in writing and signed by duly authorized persons of both parties.

f. This Agreement is personal to the Supplier and this agreement shall not be assigned, delegated, transferred or otherwise disposed of, directly or indirectly (including transfers of ownership in Supplier), without the previous written consent of the Company.

g. Neither party to this Agreement shall be liable for any failure to perform or any delay in performing any of its obligations under this Agreement if such failure or delay is due to any cause whatsoever beyond its reasonable control. In any such event, the affected party shall immediately notify the other party in writing of (i) the occurrence of such event, and (ii) the cessation of such event.

h. This Agreement shall not be applicable to any agreements the Supplier may have directly with Members and its affiliates.