General Terms and Conditions (GTC)

For Partners

Sobras Inc.

https://sobras.us

Takes effect on 1 December 2019

I. DETERMINATION OF SERVICE AND SERVICE PROVIDER

“Sobras!” is a mobile application, which connects its users with service providing establishments nearby in order to provide food that is only available for a limited time to the customers in fresh condition, with such assisting to cut food waste due to food security reasons.

The service provider – within the framework of Sobras! system (hereinafter “Sobras!”) – presents the current limited products on sale for the users, from the daily offer of service providing establishments (hereinafter Partners), who joined the system, allowing the customers to select and add them to their shopping cart and order them; additionally, providing electronic payment platform for the purchase as well.

With the help of Sobras! system (hereinafter “Sobras!”), the Service Provider provides their Partners with an electronic platform to display their offers, and electronic payment platform connected to their orders, thus enabling the users of Sobras! system to see, select, order and purchase promotional offers.

Details of the service provider (hereinafter Service provider):

Company name: Sobras Inc.

Registered office: 1600 Wilson Blvd, Ste 820. Arlington, VA, USA

Tax number: 81-3817218

Financial institution maintaining the account: Wells Fargo

Email address: info@sobras.us

II. GENERAL TERMS AND CONDITIONS OF USING Sobras!

1. “Sobras!” can be used by Partners, who agree to display the leftover products from their daily offer every day, with a substantial (at least 40% is recommended) discount on the administration interface as part of their offer, and serve them to customers paying via Sobras!.

2. Joining “Sobras!” as a Partner can be requested on the website sobras.us under “Join”. After providing the necessary data throughout the registration process, the Partner receives an email about further steps. When joining the system, the Partner declares that they have read the General Terms and Conditions of the Service Provider (GTC For Partners; hereinafter GTC) and the content of the GDPR, and accepting to be bound by them. By providing the necessary data throughout the registration process and accepting the GDPR, the Partner consents the data they provided to be handled, processed and forwarded.

3. An additional condition of joining the service of “Sobras!” as a Partner is to conclude a customised service agreement with the Service Provider, which will be recorded electronically after accepting the GTC and filling in the agreement sample. Printing and sending the electronic agreement to the Service Provider in paper form is not necessary.

4. The provisions of the GTC will become part of the customised agreement between the Service Provider and the Partner.

5. When completing the registration, an agreement is created between the Partner and the Service Provider regarding the use of Sobras! online interface, signed in electronic form, not qualifying as a written agreement, filed and registered for 6 calendar years by the Service Provider.

6. Partners may delete their registration at any time. By deleting the registration, the customised agreement between the Partner and the Service Provider becomes terminated.

7. Partner is obliged to keep their registration data safe and prevent unauthorised access or activities incurring by using their names and details.

8. Partner understands that the Service Provider does not produce, sell or deliver products; the service solely includes providing a payment platform and the electronic interface that is necessary for creating the connection between the consumer and the Partner.

9. Partner understands that when the consumer orders a meal, an electronic agreement is created between the Partner and the consumer, and solely the Partner is responsible for fulfilling it and for issuing an accounting document.

10. Partner understands that by downloading the “Partner” system, the consumer accepts to be bound by the provisions of the general terms and conditions named SOBRAS! GTC For Users, and the parts which apply to the services of the Partner becomes the content of the agreement between the Service Provider and the Partner, and are mandatory specifications for the Partner.

11. Downloading the system of “Sobras!” is free of charge; the Partner is only obligated to pay after the price of meals they sold via the system, as it is established in the customised service agreement.

III. TERMS AND CONDITIONS OF PROVIDING SERVICE VIA Sobra! SYSTEM

1. Partner obliges to display their promotional offers every day, with the description, photos and prices of the products on sale.

2. The Partner should upload information with increased caution in the system of “Sobras!”. If an offer with faulty data is ordered, the agreement between the Partner and the consumer will be based on the product and price which is indicated in the system, it cannot be modified afterwards.

3. The Partner is obligated to keep the product reserved for the consumer, to serve them when they arrive during business hours on the day of the order with a code number proving the purchase, and to give them the ordered product in an appropriate quantity and quality. In case the consumer does not show up during business hours, the Partner is exempted from any obligations regarding the service of the ordered product.

4. The Partner can only charge the consumer the packaging fee as an additional cost regarding the ordered product, if they provide takeaway service and the consumer would like to take this opportunity.

5. The Partner understands that the system of “Sobras!” gives an opportunity for the consumer to rate the service. If the Service Provider notices that the Partner’s actions are not appropriate based on the ratings of the consumers, they are entitled to exclude the Partner from the service.

IV. RESPONSIBILITIES

1. The Service Provider takes responsibility solely for the technical operation of Sobras! system. The Service Provider takes no financial responsibility and is not obligated to reimburse any financial injury to the Partner even if they incurred due to technical errors of the application.

2. The Service Provider is not responsible for the validity and accuracy of the data uploaded to the system of Sobras!, it is solely the responsibility of the person, who provided that information.

3. The Partners are fully responsible for the decency and quality of the food and its packaging, for the behaviour of the Partners towards the consumers and for operating according to regulations.

4. Partner is obligated to fully comply with legislation regarding their operation, and they have full responsibility for any harm they cause by breaking them.

5. The Service Provider takes no responsibility for any errors of the mobile service provider, due to service outage, lack of territorial coverage of the service or the poor functioning of applied mobile devices.

V. ISSUES OF COPYRIGHT REGARDING THE USE OF THE SYSTEM

1. The whole Sobras! Application, including its software and graphics, is solely the intellectual property of the Service Provider. In order to hold copyright infringers civilly and criminally liable, the person entitled will take all possible legal actions without delay.

2. When concluding the service agreement, the Partner only gains user right to run the system and place information on their administration interface. The user right cannot be interpreted in an expansive manner.

3. Decrypting, converting the system, distributing or applying it in any way that is not permitted in this GTC is a copyright infringement, for which the infringer has civil and criminal liability, and which entails exclusion from using the service.

VI. EXCLUSION OF THE PARTNER FROM SERVICE

1. The Service Provider is entitled to temporarily or permanently exclude that Partner from the service, who offends the rules of this GTC or the customised service agreement.

2. With permanent exclusion, the registration of the Partner will be deleted. In case of temporary exclusion, the registration of the Partner will not be deleted, however, they will not be able to log into the application during the period of exclusion.

3. The Service Provider always notifies the Partner of the exclusion, its reason and duration.

4. If the Partner terminates the customised service agreement, they are obliged to delete their registration; if they do not fulfil this obligation, the Service Provider is entitled to do so.

VII. APPLICABLE LAW, DISPUTE SETTLEMENT

1. The Hungarian legislation is applicable when providing and using the services of “Sobras!”.

2. In case of any legal dispute, the Parties will try to resolve it peacefully, during negotiations; if these are unsuccessful, they will try with the help of a mediator.

VIII. MISCELLANEOUS PROVISIONS

1. The Service Provider is entitled to modify this GTC unilaterally, but they are always obliged to publish the current version. Partners who join Sobras! are obliged to monitor the changes of the GTC: their actions shall be governed by the provisions of GTC in force on the day of their actions.

2. Regarding the data that was uploaded in the system, and was defined by the GDPR, the Service Provider qualifies as a data controller. By accepting the conditions of use, the Partner agrees their personal data to be handled and processed by the Service Provider according to GDPR.

General Terms and Conditions (GTC)

For Users

Sobras Inc.

https://sobras.us

Takes effect on 1 December 2019

I. DETERMINATION OF SERVICE AND SERVICE PROVIDER

“Sobras!” is a mobile application, which connects its users with restaurants nearby in order to provide food that is only available for a limited time to the customers in fresh condition, with such assisting to cut food waste due to food security reasons.

The service provider – within the framework of Sobras! mobile application (hereinafter Sobras!) – displays

the current limited meals on sale from the daily offer of catering establishments – catering service providers in companies and schools, restaurants, diners, buffets, etc. – (hereinafter restaurants), and shops selling fresh meals (hereinafter shops) who joined the system, allowing the customers to select, add to shopping cart and order them; additionally, providing electronic payment platform for the purchase as well.

Details of the service provider (hereinafter Service provider):

Company name: Sobras Inc.

Registered office: 1600 Wilson Blvd, Ste 820. Arlington, VA, USA

Tax number: 81-3817218

Financial institution maintaining the account: Wells Fargo

Email address: info@sobras.us

II. GENERAL TERMS AND CONDITIONS OF USING Sobras!

1. Only natural persons who are over 16 can use Sobras! after providing their details required for registration.

2. By downloading Sobras! mobile application, the User accepts the license agreement of Sobras! User Application determined in this GTC.

3. After providing registration details, the User understanding, agreeing and accepting to be bound by this GTC and the GDPR is also required for registration, as well as admitting that the Service Provider fulfilled their obligation to provide information in advance as per Government Decree No. 45/2014 (26.II). They are obligated to make a legal declaration of these during the process of registration. Therefore, the finalised registration means the User agrees their data to be handled and processed according to GDPR, they accept the content of this GTC and the license agreement regarding the use of the mobile application and they acknowledge that the Service Provider fulfilled their obligation to provide information according to the relating Government Decree.

4. When completing the registration, an agreement is created between the User and the Service Provider regarding the use of Sobras! mobile application, signed in electronic form, not qualifying as written, filed and registered for 6 calendar years by the Service Provider.

5. User is obliged to keep their registration details safe and prevent unauthorised access and purchases by using their names and details.

6. Users may delete their registration at any time. By deleting the registration, the agreement between the User and the service provider becomes terminated.

7. User understands that the Service Provider does not produce, sell or deliver the meals, these are carried out by restaurants/shops, who joined Sobras!.

8. Using Sobras! mobile application is free for the Users.

III. TERMS AND CONDITIONS OF SHOPPING WITH Sobras! MOBILE APPLICATION

1. After downloading the Sobras! mobile application and completing the registration, Sobras! will display the restaurants and shops who joined the system and meals provided by them at a discount at the time of browsing. The list of meals at a discount and their prices are displayed at different times and are constantly changing based on the decision of the restaurants and shops who joined the system. By selecting a meal from the offers and indicate a quantity, the User can add it to their cart and send their order to the restaurant via Sobras! with a single click. The content of the cart can be changed before sending the order, but it cannot be modified after that. Sending the order creates a payment commitment for the User. The payment happens via mobile payment. After the mobile payment, Sobras! confirms the order by sending a code and by indicating the time and place where the meal can be picked up.

2. User can pay for the purchase via mobile payment which is available in the system of Sobras!, the invoice is issued by the restaurant and given to the User with the meal.

3. When the Service Provider confirms the order, an electronic agreement is concluded between the User and the restaurant/shop, who joined the system. The day the agreement is concluded is the same as the day when the order is confirmed. The agreement is signed in electronic form, not qualifying as a written agreement, filed and registered for 6 calendar years by the restaurant/shop.

4. The Users may eat the meal at the restaurant or take it away if the restaurant undertakes to package them. The price indicated on Sobras! does not contain the packaging fee, the restaurant/shop has the right to charge the User with its price on location if necessary.

5. The Users can pick up the meals they have chosen in the restaurants/shops during the valid business hours on the day of the order until the time provided by the restaurant/shop.

6. The User understands that the price of the meal they did not receive due to their own fault will not be reimbursed.

9. It is prohibited to sell or distribute the meals purchased via Sobras! in other restaurants!

IV. RESPONSIBILITIES

1. The Service Provider takes responsibility solely for the technical operation of Sobras! mobile application. Since the application is free, they take no financial responsibility and are not obligated to reimburse any financial injury to the Consumer even if they incurred due to technical errors of the application.

2. The Service Provider is not responsible for the validity and accuracy of the data uploaded to Sobras!, it is solely the responsibility of the person, who provided those information.

3. The restaurant/shop is fully responsible for the decency and quality of the food and its packaging, for the behaviour of the restaurants/shops towards the Users and for operating according to regulations.

4. The Service Provider solely assist in enabling the connection between the User and the restaurant/shop with the help of the mobile application. In their agreement with the restaurant/shop, the Service Provider specifies it as an obligation to fully comply with legislation regarding their operation, especially regulations regarding food security, however, they cannot provide continuous supervision, therefore they take no responsibility for any harm the User suffers due to infringement of the law committed by the restaurant/shop or due to breach of the agreement between the Service Provider and the restaurant/shop.

5. The Service Provider is not responsible for the consequences of any problem occurring during delivery or storing the food the User receives. Delivering, storing and consuming the food they received is the responsibility of the Users.

6. The Service Provider takes no responsibility for any errors of the mobile service provider, due to service outage, lack of territorial coverage of the service or the poor functioning of applied mobile devices.

V. INFORMATION ON THE RIGHT OF WITHDRAWAL

1. The User, as a Consumer, has no right of withdrawal regarding the confirmed meals they ordered.

2. A User qualifies as Consumer if they act as a natural person outside of their profession, their job or their scope of business. As per Government Decree No. 45/2014 (26.II), the Consumer can cancel the agreement within 14 days after concluding the agreement without any justification. According to Point d) Paragraph (1) §29 of the Decree, the Consumer has no right of withdrawal regarding perishable products, or goods with a short expiration date.

3. Considering the circumstances that

– an agreement is created between the Consumer and the restaurant/shop who joined the system,

– the restaurant/shop who joined the system specifically sells perishable products, or goods with short expiration date mentioned in the Government Decree, and

– during the registration process, the Consumer declares they understand that they have lost the right of withdrawal,

therefore the Consumer has no right to cancel the agreement created via Sobras! mobile application between the restaurant/shop and the Consumer.

VI. ISSUES OF COPYRIGHT REGARDING THE USE OF THE APPLICATION

1. The whole Sobras! Application, including its software and graphics, is solely the intellectual property of the Service Provider.

2. When downloading the application on their mobile phone, the User only gains the right to run it on the given device.

3. Decrypting the application, copying it to another device, converting it, distributing it or applying it in any way that is not permitted in this GTC is a copyright infringement, for which the infringer has civil and criminal liability.

VII. EXCLUSION OF THE USER FROM SERVICE

1. The Service Provider is entitled to temporarily or permanently exclude that user from the service, who offends the rules of this GTC.

2. With permanent exclusion, the registration of the User will be deleted. In case of temporary exclusion, the registration of the User will not be deleted, however, they will not be able to log into the application during the period of exclusion.

3. The Service Provider always notifies the User of the exclusion, its reason and duration.

VIII. COMPLAINT MANAGEMENT, LAW ENFORCEMENT, DISPUTE SETTLEMENT

1. User understands that according to chapter III of this GTC, with their complaints regarding the quality of the food they receive, regular operation, proper behaviour towards users and any activity of the restaurant/shop, they can only turn to the restaurant or shop, which is selling the food they ordered. The User can enforce the law against the restaurant or shop regarding the quality and safety of the products, the application of product liability rules or the conclusion and implementation of the agreement. The Service Provider solely takes responsibility for the operation of Sobras! mobile application.

2. If the User has complaints regarding the operation of Sobras! mobile application, they can report it to the Service Provider via the function “Opinion” of the application, or either of the following platforms.

Contact details of the Central Helpdesk:

Email: info@sobras.com

Postal address:

3. The Service Provider examines each complaint on merit and informs the User of the results within 30 days.

4. If the issues cannot be resolved in the course of complaint procedure, and any other controversial matters incur by the User, which cannot be settled during the negotiations between the Parties, the User is entitled to use the following forums and means of law enforcement.

IX. MISCELLANEOUS PROVISIONS

1. The Service Provider is entitled to modify this GTC unilaterally, but they are always obliged to publish the current version. Users who join Sobras! are obliged to monitor the changes of the GTC: their actions shall be governed by the provisions of GTC in force on the day of their actions.

2. All matters, which are not regulated by this GTC, shall be governed by the existing Hungarian legislation.

3. The Sobras! mobile application is under national and international copyright protection. In order to hold copyright infringers civilly and criminally liable, the person entitled will take all possible legal actions without delay.