Consumer Terms of Service ("Terms")

1. Acceptance of Terms; General Information

By using the Site and any of its features, including any user registration or subscription, or any otherwise interaction with the Site, User expressly agrees to be bound by these Terms and represents that User is authorized to agree to and understands the Terms and transact and interact as provided for herein. These Terms represent a legal document and govern the rights and obligations between True Prices and User as well as the relationship with other relevant parties notably vendors. True Prices reserves the right to refuse the use of the Site with or without reason and is not responsible if User accesses the Site or uses the Services in any manner that violates applicable laws and regulations, industry guidelines, or these Terms.

Access to this Site and use of its services are for User's own use only. The Site is offered and made available only to users which are 16 years of age or older or; if you wish to use a Cash Back function (if any), users are required to be 18 years or older. Vendors whose sites or online shops you may visit following a link on the Site may have varying age requirements - you need to ensure you will be compliant by following the terms contained on such sites; True Prices does not perform age checks in connection with links to vendor sites and disclaims all liability in connection therewith.

By using the Site, You represent and warrant that You are of the required legal age and of legal capacity to enter into these Terms with True Prices and meet all further eligibility requirements, if any. If you are a legal entity, You represent that you are duly represented. If You do not meet all of these requirements for whatsoever reason, You must not access or use the Site. True Prices does not knowingly collect or maintain personal information from persons lacking legal capacity.Access to the Site and its services are for User's own and personal use only, and User may not provide them in any way to anyone else or use them for commercial purposes save only for vendors to ascertain or assess competitive pricing for their products.

Definitions

Unless otherwise provided for herein, defined terms shall have the following meaning ascribed to them.

"Buy Now Vendor" has the meaning ascribed to it in Clause 5.viii.

"Cash Back" or "Pay Back" has the meaning provided for in Clause 9.

"ChaChing" means ChaChing Transactions Inc or its affiliates providing certain services in connection with the operation of the Site and Services.

"Consumer" means a User interacting with the Site with the intent of participating in the True Prices platform or surfaces to search for prices and offers of goods and products by advertisers and Vendors.

"Eligible Payment Card" means payment cards eligible for registration as a method to make payment for Subscription fees, receive Cash Back (if any) or credit (if any), or to otherwise make payment to True Prices in connection with chargeback to a User; not all Visa, MasterCard, and American Express cards are eligible for registration; in case you fail to register with an Eligible Payment Card, you will not be able to maintain a Subscription and use all functions of True Prices and, therefore, please contact your card issuer or customer support.

"Fair Use" has the meaning provided for in Clause 5.

"Linked Payment Card" means an Eligible Payment Card registered and linked to the User account in accordance with these Terms.

"Listing" means the display of prices, specifications and/or details, actual or generic images, and sales or delivery conditions on the Site for specific products or services following a User search and links to relevant Vendor sites or stores to conduct a purchase of such products or services on the terms set by the Vendor on its site or store and, where applicable, with Cash Back as further provided for in the Terms.

"Payment Agent" has the meaning provided for in Clause 9.

"Payment Card Networks" means Visa, MasterCard and American Express.

"Personnel" means any officer, employee, contractor or consultant of True Prices.

"Services" means the operation of the TP Platform and product and price search function, Buy Now Vendor functionality (if any), and any Cash Back function (if any) made available through the Site.

"Site" means the True Prices website made available or operated by True Prices for the purpose of enabling a search of offers ("Offers") of goods and products and using the links ("Links") displayed to navigate to the online stores of the relevant vendors of such goods and products.

"Subscription" means the revocable, limited, temporary and monthly renewable license for a User to use the Services subject to the Terms, compliance therewith by the User and payment of the subscription fee.

"Supplier" means a third party provider of services to True Prices for the purpose of operating the Site, its services or any aspect connected thereto.

"Vendor" means a merchant or service provider or otherwise seller whose products, goods or services are displayed on the Site, including, inter alia, any link to such Vendor's site or shop displayed on the TP Platform.

2. Scope of the Terms

i. In addition to the provisions contained in these Terms, the privacy policy, cookie policy and other relevant policies notified by True Prices on the Site from time to time constitute the content of the Terms, which shall be incorporated by reference and have the same effect as these Terms. Where such policies and rules for use are incompatible with these Terms, the more specific provisions, and absent that the more recent provisions, shall have pre-eminence.

If You do not agree to be bound by any of these Terms, You shall not use the Site or its services in any way.

3. Changes to Terms

i. Based on various factors such as, inter alia, compliance, fraud prevention, legal and regulatory environment, security, streamlining, enhancement of User experience, or industry practice, True Prices may in its sole discretion at any time unilaterally make changes to the Site, its services, its features or functionalities, entity to operate the Site and its services, or adjust or change the content of these Terms without consent of, or any liability to, the User, even though these changes may affect the user experience or otherwise the Site's services including Buy Now Vendors or Cash Back, where applicable.

ii. Any adjustment of or change to the Terms, and any applicable policy or privacy statement or rules of use will become effective upon their publication on the Site or in the User's registered account. If User does not agree to an adjustment of or change to the Terms, User shall immediately cease using the Site or its services. If User continues to use the Site, User shall be deemed to have agreed to the Terms then in effect.It is User's obligation to keep User's contact details up to date; True Prices may in all case rely on the contact details in User's account

iii. All changes provided for in this Clause 3 shall remain subject to mandatory applicable laws and regulations. Where specific laws and regulations are mandatory for a specific geographic region, service or user, they shall apply to such area, service or user only.

4. Interaction with Participating Users and Third-Party Terms

In accessing and use of the Site, User may be subject to additional terms, rules, policies, and conditions. By using any part of the Site and its services, User allows True Prices to collect and share relevant information about User with our participating TP Platform partners, payment agents, Suppliers and service providers for purposes of operating the Site and its services, including in particular but without limitation, price search functionalities, and the promotion and marketing of the TP Platform only regardless of User's actual interaction with the product links or Listings provided; in connection with Cash Back (if any), True Prices may collect and share relevant information about User and Cash Back related transaction and payments (including, e.g., Payment Card charge information) with its Suppliers, service providers, fulfillment partners, paying agents, relevant Payment Card Networks and verification providers, and Vendors.

5. Subscription Account registration; Usage; Security

i. User represents that no action has been taken that could lead to User being in unsustainable personal debt, declared or found bankrupt or subject to credit default procedures. User shall in no case use a representative or agent to register, transact or otherwise act on or through the Site or any link contained therein. User agrees to be responsible for, and bound by, all actions, and information obtained, by anyone accessing the Site with User hardware or credentials and such actions shall be fully attributable to User irrespective of User's knowledge of such access. User agrees to provide accurate personal, payment and Payment Card data when registering the account and shall update such data at any time there is any change. If information provided by the User is false or not updated in good time, or if User's account is used for illicit access or any unauthorized purpose or use, resulting in direct or indirect damages to True Prices or its service providers, User agrees to hold True Prices and such service providers harmless of such damages including related investigative, legal and enforcement costs.

ii. At no times shall User employ any bots or otherwise aggregation or scraping mechanisms when accessing the Site and its services. True Prices may at its discretion conduct detailed or cursory user good faith verification either directly with its own resources or through third party services. User authorizes True Prices to conduct such good faith user verification enquiries and communicate information to such third party providers for this purpose.

iii. After User completes the account application for Subscription and, if applicable, Cash Back registration, True Prices may conduct cursory or more detailed user verification and credit assessment ("Verification") either directly with its own resources or through third party services such as, inter alia, Payment Card Networks, payment card providers, or identity verification or credit history tools provided or operated by third party suppliers. Following successful registration, and payment of the relevant Subscription fees, User will obtain use of the Site and its functionalities. True Prices may at any time conduct further in-depth background or verification checks into User's details or financial or fraud history.

iv. User may not utilize the full functionality of the Site and the Services, including, inter alia and where applicable, making use of the Subscription Site services or a renewal function, making purchases with Buy Now Vendors or Cash Back or withdraw amounts carried in User's account wallet (if any), until User has provided and at all times maintains an Eligible Payment Card acceptable to True Prices in its sole discretion, as provided for herein.

By registering and linking an Eligible Payment Card, you authorize True Prices and its relevant payment process service providers to share your payment card information with the relevant Payment Card Network. You authorize such Payment Card Network, payment processing service providers and True Prices to w) charge the Subscription fee, y) monitor, and exchange information related to, transactions on your Linked Payment Card(s) in connection with Buy Now Vendors or Cash Back Vendors (if any), y) to identify qualifying purchases in order to determine whether you have qualified for or earned a Cash Back (if any) linked to your payment card, credit the corresponding amount to your Linked Payment Card, and z) in case of Cash Back, where applicable, charge back, or charge, your Linked Payment Card the corresponding amount in case of a return, refund, or sales reversal. You may opt-out of transaction monitoring on the payment card(s) you have registered by navigating to your settings menu to remove your linked card(s); however, a) such opt-out may only be done for future Subscriptions or Subscription renewal or future transactions, and b) this may result in your ineligibility for participation in True Prices functionalities of participating in Buy Now Vendors or Cash Back. In case you have recently received a Cash Back, where applicable, you cannot remove the relevant payment card(s) fully (i.e., only deactivate new transactions) until the relevant returns or transaction reversal periods have expired. We use third party suppliers and Payment Card Networks to monitor Cash Back card transactions in connection with the True Prices Platform. Your agreement to these Terms authorizes such parties to monitor the transactions made with your Linked Payment Cards at participating Vendors and Vendors to confirm qualified transactions. The data collected in connection therewith includes, inter alia, Your registered card identifier, relevant merchant location, transaction date/time and amount. In no case will True Prices use the data for any other purposes.

v. Subject to the Terms and all applicable rules, laws and regulations, True Prices grants User limited, revocable, non-transferable and non-exclusive access to use the Site only for User's personal fair use in good faith. User shall not access, use, reproduce, redistribute, copy, adapt, modify, license, sell, transfer, publicly display, publicly execute, transmit, broadcast or otherwise develop derivative works of the Site, its services or their content, or links to third party sites contained or displayed therein, or otherwise use such content for any other use, to compete with, or further third parties' competition with, the Site and its services. If User downloads, reproduces or prints a copy of the content of the Site or Services in whole or in part for permitted use, True Prices shall retain the exclusive copyright and other proprietary notice prompts related to the downloaded or printed content. User or anyone accessing the Site may in no case reverse engineer, deconstruct, use any part for machine learning or AI, scrape, crawl or otherwise use spiders, bots, software or other devices to collect any content, data, user information, or part thereof, other than expressly provided for in these Terms.

vi. If User has any indication, suspects or finds that there may have been any form of illegal access through its infrastructure or that there is any abnormal situation that could adversely affect the security of the Site, its services or their security of use, User shall notify True Prices immediately and cease any related action or connection. True Prices may immediately suspend in whole or in part access, activity and subsequent processing of any communication or similar. True Prices shall in no case be liable to compensate User, Vendors or any third party in connection with the management, maintenance, operation or security of the Site or its services, User access or use thereof, or in case any User data or details are used, accessed or compromised by a third party.

vii. As a social price discovery, ecommerce and advertising platform, the Site functions only for consumer users to search and discover prices and offers for goods and services. Users thereafter conduct transactions directly with the relevant Vendor merchant online on the relevant Vendor merchant's site, shop, including, inter alia, any Vendor website. All transactions resulting from or connected to a Vendor Listing (if any)or through a link to Vendor's online shop or website, Buy Now Vendor or otherwise, shall be agreed and performed by User directly with the relevant Vendor merchant(s); True Prices or its service providers will not be a party to that transaction and may serve only to assist in the execution of the relevant buy-now purchase or administer Cash Back (if any) related to such transaction in accordance with these Terms.

viii. In cases where Users use a buy-now function to buy goods and services through True Prices' or True Prices' service providers' AI partners or otherwise purchase partners or Vendor as merchant of record ("Buy Now Vendor"), such as, e.g., Rye, True Prices or its service providers may collect certain User data, such as, e.g., goods description and order quantity, User name and shipping address, on behalf of such Buy Now Vendor but will not be a party to that transaction and will serve only to assist in the administration of the purchase or any Cash Back (if any) or may otherwise provide customer support on behalf the Buy Now Vendor. Any buy-now sales transaction shall be deemed agreed and performed by User directly with the relevant Buy Now Vendor. Irrespective of whether True Prices provides general assistance through its customer support, all dealings with Vendors and its agents (if any) in respect of buy-now transaction shall be between User and the relevant Buy Now Vendor and their customer support, including regarding, e.g., payment matters, returns, refunds, warranty matters, sales reversal, or general customer support and in no case shall True Prices or its service providers have any liability or obligation in connection therewith.

ix. True Prices may, from time to time, run advertisements and promotions of behalf of third parties on the Site. User's dealings or correspondence with, or participation in promotions of, parties other than True Prices, and any terms, conditions, warranties or representations associated with such dealings, are solely between User and such third party. User shall however bear the responsibility of True Prices being kept informed of any returns, refunds, sale reversals, or any other claims of similar nature and True Prices being able to charge back any Cash Back paid out to the User's payment card on account as further provided for herein.

User shall upon refund, return or sales reversal not claim or seek to claim or accept from the relevant Vendor any amounts whatsoever representing all or a portion of the Cash Back received (if any).

6. Contents of this Site

i. All True Prices or third party content, including without limitation, any descriptions and images of, and references to, Listings, goods, products and services, prices, offer terms, offers, links, or portions of the Site available in connection therewith, reviews or recommendations or opinions, promotions, and market review or information, or opinion pieces displayed on the Site or its services are for informational purposes only, and, where produced or aggregated or reproduced from third party sources, shall not be construed to indicate that any such content is endorsed by True Prices in any form, nor is there any representation or warranty by True Prices that such content is reliable, accurate, timely, complete, free from omissions, effective, or safe for User's use to base commercial or other transactional or purchase decisions on or to replace User's own careful due diligence. All third party content, including without limitation, any descriptions, images, references, features, content, specifications, and services and values, or promotion featured through the Services are subject to change at any time without notice.

ii. The Site or its services may contain testimonials, reviews or statements collected and aggregated by True Prices from various sources and information employing True Prices' proprietary processes and mechanisms. Such content is displayed on the Site on an aggregated basis and True Prices does not control nor independently verify such content. If you have objections or otherwise wish to notify True Prices of any comments or queries in relation to such testimonials, reviews or statements, you may do so to legal@trueprices.com and include 'Submission and Content Review' in the subject line; without such designation, True Prices will not be able to attempt timely review. Irrespective of such notification and actual review, in no case shall True Prices be held liable for any action or omission or lack of action or timeliness in respect thereof and these shall remain entirely in True Prices' discretion. At no time shall True Prices be liable to User, any Vendor, Consumer or any third party in connection with such content and its decision to, at its discretion, conduct a review or suspending or removing such content.

iii. If you at any time find that any Listing, content, offer or link may be in contravention of these Terms, please immediately contact: legal@trueprices.com with 'Contravention Notification' in the subject line and a detailed description of the relevant circumstances including screenshots where possible; without such designation, True Prices will not be able to attempt timely review. True Prices may in its sole discretion determine whether and, if so, how to reply to such notification or provide any further information of its review process. Irrespective of receipt of such notification and actual review, True Prices shall in no case be held liable for any action or omission or lack of action or timeliness in respect thereof and these shall remain entirely in True Prices' discretion.

iv. True Prices provides all content related to Listings, goods and product search, offers and links in good faith, for fair use but does not suggest any form of association, approval, verification or endorsement on our part. You may use these features solely as they are provided by us and solely with respect to the content they are displayed with in accordance with these Terms. We may disable all or any social media features and any links at any time without notice in our discretion. However, we cannot, and do not undertake to, review all material before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted.

Further, we cannot take responsibility that offer and links information, including Listings, displayed has not been superseded since collected and displayed by us or in the period it takes You to follow a link. YOU MUST CONFIRM THAT THE PRICE, SPECIFICATION, INFORMATION AND TERMS APPLIED BY A VENDOR CORRESPOND TO THOSE YOU REVIEWED ON THE TRUE PRICES SITE PRIOR TO FOLLOWING A LINK OR LISTING AND ENSURE THAT THE PURCHASE TRANSACTION OFFERED BY THE VENDOR ON ITS SITE OR SHOP IN ALL ITS FORMS IS THE PURCHASE TRANSACTION YOU WISH TO EXECUTE. Accordingly, we assume no liability or responsibility to anyone for the accuracy or the prices and purchase terms displayed, completeness of search results, the accuracy of the offers and links including Listings displayed.

7. User prohibited conduct

User recognizes that the following actions and conduct are specifically prohibited:

• Using false information or using others' data or information;
• Transfer, lease, or lend the User access data or infrastructure to others for their use;
• Conduct that is capable or designed to disrupt the purpose of the Site or good faith use by other users or third parties;
• Using the Site or its services in a way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US, UK, EU, or other countries);
• Impersonating or attempting to impersonate True Prices, a True Prices employee, another user, or any other person or entity (including, without limitation, by using email addresses or user access infrastructure or IP associated with any of the foregoing);
• Engaging in any other conduct that, as determined by us, may harm True Prices, third party suppliers or users of the Site, or expose them to liability;
• Using any search assets or Link in a manner that is capable or designed to damage the personal or business reputation or business and property interests of True Prices or other users or third parties;
• Linking to, from, or publishing on the Site, in whole or in part, in a manner that is not compatible with personal Fair Use or in connection with content the nature of which is, in whole or in part, obscene, pornographic, promoting or enabling substance abuse or the trading of illegal substances, supporting gambling, violence, terror, or abetting hate or crime, fraudulent, or false and untrue, insulting, slanderous, threatening or violating third parties' privacy;
• Accessing the Site or its services through expert systems, electronic agents, spiders, scrape, "bot" or other automated means;
• Using scripts, hidden or disguised code, or disguised redirects to derive financial or other undue benefit from True Prices, the Site or its services; and
• Obtaining, deleting, altering, or interfering with the electromagnetic records of computers or related equipment of True Prices, the Site or its services or others by way or data manipulation, phishing, computer programs or other direct or indirect physical, electromagnetic or other actions or means.

8. Subscription; Free Trials; User Referrals; Cash Back; Payment; Returns and Refunds

i. In order to participate in and use the Site and its Services, including registration for any free trial, You have to maintain a valid Subscription and payment method on file with True Prices or its payment agents, such as, e.g., Stripe to ensure timely payment of the Subscription fees at the beginning of each payment period which, absent other terms or firm subscription period commitments by User, monthly. There is no refund of any Subscription fees paid, in case the Subscription is suspended or cancelled or the account is deleted prior to the expiry of the prepaid period by User or True Prices in accordance with these Terms. In case User receives any credit towards Subscription fees in connection with any referral promotion, the credit will in the sole discretion of True Prices be applied towards the nearest yet unpaid Subscription period and there will in no case be any refund of Subscription fees already paid; credit for referral Users will only be applied if the referred User is a new User not previously registered or subscribed and if such new User will retain a valid and paid for Subscription for such period as set forth in the relevant promotion, but in no case for less than two months following an initial trial period (if any).

ii. In addition to its price and product search function, True Prices may from time to time offer the ability to earn Cash Back on your purchases of goods and services from third party Vendors completed in accordance with these Terms and subject to the relevant Vendor's terms and conditions. To participate in Cash Back, where offered, you need to have an active Subscription account on the Site and at all times maintain an eligible Payment Card on file.

iii. In connection with Cash Back functionality (if any) True Prices may receive a commission or compensation for referring buyers to Vendors and merchants participating in this platform. In that case, we give a large part of this fee to the relevant User as Cash Back. Compensation received by True Prices may play a part in whether Cash Back Vendor Listings and products appear on the Site, where they are placed, and how they are promoted to the User. True Prices does not sell or transfer personal or transaction data to any third party and only transfer certain data to service providers for the purpose of the operating the True Prices platform and enabling and operating Cash Back transactions with Vendors or merchants as well as possible charge back as provided for in these Terms.Participation in the opportunity to earn Cash Back are offered at the sole discretion of True Prices and subject to User's compliance with these Terms.

iv. Cash Back will be credited only in the amount clearly stated at time of purchase and only for items finally bought, not returned or refunded and only for sales not reversed. In case of a return, refund, or a reversed sale, User shall not claim back or retain, neither from Vendor or merchant nor from True Prices or any third party, any portion, in whole or in part of the Cash Back value received from or on behalf of True Prices. Where relevant or upon request by True Prices, User shall inform the relevant Vendor or merchant of the Cash Back received. Vendor shall in no case conduct, and User shall not claim or seek to effect, a return, refund or sale reversal after a period ending 30 (thirty) calendar days following the date of the sale; any returns, refunds or sale reversals after that period are at the sole risk of the Vendor and User and True Prices is not required to participate in the relevant process. User shall in that case ensure that Vendor is aware of the Cash Back received at the time User submits any such late return, refund or sale reversal. User expressly consents that Vendor may upon return, refund or reversal of a sale offset any Cash Back from the return or refund of sales price and User expressly authorizes True Prices to immediately charge back to User any amounts unduly claimed or retained on the relevant payment method including, inter alia, User authorizes True Prices and its relevant service providers including Payment Card Providers to immediately charge the Linked Payment Card maintained on file in User's True Prices Account or any respective credit cards used in the sale with the amount of the Cash Back paid out to User in connection with the sale.

v. In order to earn Cash Back (if any), User must be signed into the Site, complete the purchase transaction with the Linked Payment Card only, make a purchase with the relevant Vendor or merchant at the time of Listing through the link provided on the True Prices platform and complete the purchase transaction during the designated time frame and in accordance with all applicable terms and policies, both by True Prices and the relevant Vendor. If User visits other sites before completing the purchase or uses further discounts, coupons or vouchers, the purchase might be associated with a non-eligible service and User might not earn Cash Back on the purchase. If User disables "cookies" on the device used, User will likely not be able to earn Cash Back because such cookies may be required to authenticate the User and verify User's account as eligible for the Cash Back for the specific transaction. User must use the identification and verification method provided (such as, inter alia, the links provided, scanning of the relevant QR code or use of coupon), make a purchase with the relevant Vendor.

vi. In connection with a Cash Back transaction, True Prices and its service providers will apply verification methods containing a description of the subject products, the Vendor and the completion processes specific enough to enable True Prices and its third party service providers (including, inter alia, Payment Card Networks and verification services) to verify that the purchase was made and not refunded, reversed or rescinded. For this purpose, User allows True Prices and the relevant Payment Card Networks or suppliers to process the relevant information and access and identify all relevant details of the payment and purchase process for a period ending on the later of the date that i) refund, return or reversal is no longer possible in accordance with these Terms and the Vendor's transaction terms and ii) a charge back is being executed by True Prices. True Prices may at any time in its sole discretion limit the number of Cash Back submissions that can be processed by a User for a period of time or a maximum quantity of items or purchase price.

vii. Cash Back (if any) is credited to, redeemed from, User's True Prices account wallet solely by way of i) True Prices crediting the User wallet in accordance with these Terms and the relevant qualifying transaction Cash Back, and thereafter, once the relevant specific withdrawal criteria are met, ii) True Prices, at its discretion, crediting User's Linked Payment Card linked to User's True Prices account. Depending on the offer, Listing, Vendor terms, applicable return or refund period, and the status of User verification and linked payment method, Cash Back will be credited to User's Linked Payment Card from User's True Prices wallet after the purchase either shortly after the purchase or after expiry of the applicable return or refund periods, as determined by True Prices in its absolute discretion. If any amounts are held in User's True Prices account wallet by our payment process service providers, User can request transfer of wallet amounts in accordance with the periods shown in the account wallet from time to time or if marked as cleared for withdrawal. Once a wallet withdrawal request is approved and the selected item is authorized by True Prices, the Cash Back wallet balance will be reduced by the designated amount selected by User.

Please note that any withdrawal still remains subject to possible charge back by True Prices or its payment service providers of the amounts withdrawn in cases of return, refund or sales reversal, suspicion of fraud, or as otherwise provided for in these Terms. True Prices may, at its sole discretion decide to offset any charge back amounts against amounts still held in User's True Prices account wallet. We are not responsible or liable for any error, loss or delay in connection with the withdrawal, transfer or redemption process or if any amounts are delayed or held by a payment services provider, Payment Card Network or otherwise account provider for reasons related to User, User's operation of User's payment card or bank account, or User's payment or account providers. If you have any questions or concerns with the redemption process, you may contact us at help@trueprices.com.

User has no property rights in Cash Back, and Cash Back can only be used as described from time to time in these Terms, on the Site, and in the relevant Listing or offer. Cash Back shown in the User account wallet has no cash, monetary, or other value, and cannot be redeemed in whole or in part for cash other than expressly set forth at the time of purchase and otherwise in accordance with these Terms. The Cash Back wallet balance is not transferable, cannot be inherited or divided as part of a settlement, legal proceeding or death, and cannot be combined with cash or rewards of any other member in the True Prices platform or third party programs. Cash Back may not be brokered, bartered, attached, pledged, gifted, or sold. Expired Cash Back cannot be redeemed or claimed, and User must be an active member of the True Prices platform with a fully active, registered and compliant account and a Linked Payment Card in order to redeem Cash Back.

viii. Payment and purchase verification software may not always be accurate; if User deems an item to be improperly identified or reflected, User will use the appropriate platform information and support tools to process and resolve this inaccuracy. In the case this does not resolve the issue, contact the True Prices support team. In some cases, the in-app correction processes may not be available for certain transaction types in which case User should contact the support team. User may have a limited period of time, as stated on the platform, in which User may be allowed to correct submissions. It is the User's responsibility to review submissions and support material to confirm accuracy. True Prices or any other affiliated business, participating Vendors, and/or service providers are not responsible for any inaccuracies in this process, and resolution of inaccuracies.

ix. As a condition for earning, accruing and withdrawing Cash Back (if any) in accordance with these Terms and the relevant transaction, User must: i) establish and at all times maintain in good standing an active account with True Prices, ii) provide and maintain a valid email address that User exclusively owns and has access to and is able to receive email, iii) provide, maintain and at all times keep safe a secure password to protect the User account and wallet, iv) register, provide and at all times maintain a Linked Payment Card accepted by True Prices, and v) provide and maintain up to date User's physical address and mobile telephone number. User's linked payment method must be linked only to User personally and User must not use a linked payment method associated with another True Prices account; a single email address cannot be connected to multiple True Prices accounts. User must not be a resident of a country, or be an individual, subject to economic or trade sanctions by the U.S. State Department or U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), by the United Kingdom or the European Union, or be listed as a "Specially Designated National," a "Specially Designated Global Terrorist," a "Blocked Person", or similar designation under the OFAC sanctions regime. User agrees to provide additional information we may reasonably request to verify User's identity and payment methods as a condition for User to withdraw from the account wallet and receive payment.

x. True Prices may claim certain fees and charges in connection with the operation of Cash Back as provided for herein and on the Site. Fees and charges may include, without limitation, bank charges in connection with the withdrawal of Cash Back from the account wallet or charge back; User shall bear all User's own fees and those related to the relevant purchase transaction (if any; in any applicable jurisdiction). True Prices may withhold fees and charges arising in connection with Cash Back or otherwise from the use of the Site, as well as, without limitation, resulting from any exchanges, returns, or network services. These Terms do not cover, nor affect, any payment terms directly agreed between users, i.e., consumer Users and Vendors, including Buy Now Vendors, in connection with sales transactions (if any) resulting from the use of the Site, including Buy Now transactions in accordance with Clause 5.viii, which remain exclusively between such parties; True Prices is no party to these transactions in respect of payment or receipt of considerations or delivery of products, goods or services and has no liability or obligation whatsoever in connection with these as further set forth herein, provided however, that True Prices may operate, in whole or in part, Cash Back processes (if any), or in case of Buy Now transactions as provided for in Clause 5.viii, related to such transaction.

xi. Account statements and wallet balances (where applicable) are system generated and can be viewed at any time by logging into the User account. Errors can occur and account statements and wallet balances shall not be relied upon, especially, amongst other, in cases of manifest or system error. We reserve the right to in our discretion review and change Cash Back accrual, redemption or withdrawal terms and processes, fees (if any), including add-on chargers (if any). Any changes will be notified to User in writing (e.g. via email or posting notices in the User account) or by generally posting the changes on the Site.

9. User Responsibilities; Breach of Terms; True Prices Remedies

i. In case of an actual or alleged violation of the Terms by User, or attributable to User, True Prices has the right to take such actions it reasonably deems appropriate, including but not limited to, deleting, suspending, hiding, modifying, or removing content or otherwise material from the Site, suspending or terminating User's use or access, banning User from access or use of all or part of the Site or its services and User account or wallet, indefinitely retain or withhold without compensation any amounts accrued in the User account wallet, and has the right to take appropriate legal action against User; True Prices may at its discretion, cooperate with authorities or public offices or third parties in any investigations of misconduct or breach including the provision of records of User access details, investigating User origins and details, or User access origin or activities or access history. True Prices shall in no case be liable to any User or any third party for any disruption, inconvenience or damage that may arise from the actions set forth above. True Prices shall not be required to provide copies or statements of deleted or restricted or otherwise investigative account activity to User. True Prices may privately or publicly communicate, and contract, such actions to third parties as True Prices deems fit.

ii. True Prices may at any time with or without notice to User investigate, verify or confirm the accuracy of user registration data, including, e.g., payment methods, and User shall fully cooperate with such actions. True Prices may at any time, with or without notice employ third party providers to conduct such investigation or verification.

If User refuses True Prices' investigation or verification processes, or if User has, in the sole determination of True Prices engaged in fraudulent or abusive behaviour or in otherwise illicit or bad faith activities, True Prices may at any time with or without prior notice terminate, or determine the User to have terminated, this agreement and may retain without compensation any amounts remaining in the User's account or wallet (if any).

True Prices shall at no time have any obligation to give User notice or provide any details or information on findings of investigations or verification or reasons for its refusal to accept account registration or decision to close and account.

iii. All content, software programs, picture arrangements, images, text compositions, brands, trademark/identifications, service names and intellectual property rights of the Site and its services, other than express references to established third party brands or trademarks, or expressly referenced as aggregated or referenced from third party sources, are owned or licensed by True Prices, and shall not be used, copied, reproduced or otherwise processed without written authorization by True Prices.

iv. User confirms that User or anyone in violation or otherwise unlawfully - as provided for herein or by laws or regulation - interfering with, those rights of True Prices or its licensors shall bear all legal liability and True Prices may claim direct and indirect damages resulting in whole or in part from such violation or interference including reasonable legal or enforcement costs and expenses. In case that User breaches the Terms and such breach in whole or in part results in direct or indirect damages to True Prices or the Site, True Prices may claim damages from User for each infraction.

v. In case of any actual or suspected malware, ransomware, or otherwise deemed malicious attack, phishing attack, denial of service attack, data theft, or similar actions, where such actions are perpetrated by, or with the active or tacit aid of, or through the access infrastructure, or otherwise hardware or software programs of User or generally utilizing in whole or in part User's infrastructure or access data or as a result thereof by a third party utilizing any part of Site functionality or software vulnerability, the relevant User and third party (if any) jointly and severally accept liability for any and all direct and indirect damages caused in whole or in part, including inter alia, loss of reputation, of True Prices and liquidated damages for each incident and each user adversely effected.User and any relevant third party, whether it was an active or passive participant and irrespective of whether such party has actual knowledge, consents and agrees that True Prices may use any and all actions and mechanisms or software programs, cookies, trackers, intrusive or passive, including active measures such as, e.g., tracker beacons, hidden or overt, to investigate and pursue and enforce its interests to the maximum extent permitted by law; the party in breach or suspected to be in breach, or the third party, specifically consents to the use of such tools by True Prices or third parties contracted by True Prices and waives all rights (if any) in connection therewith.

10. Access Restriction; Termination

i. True Prices may at any time unilaterally decide to restrict, block, suspend, disable, or cancel all or part of usage of the Site or its services. There is no right for User to obtain or obligation on True Prices to provide any further information or details on its decision making process or underlying findings. Irrespective of payment of the Subscription fee, User has specific right or claim for True Prices to make the Site or Services available for any specific time, period, duration or to any specification and outages, planned or unplanned, and their duration remain in the sole discretion of True Prices.

ii. User can at any time terminate the use of the Site or its services or request True Prices to delete accreditation for the receipt of notices or marketing materials (if any) or the User Cash Back (if any) account. If User requests deletion or accreditation, True Prices may following deletion retain certain pseudonymized User data and use history for a period of six months, or for such other period as is in True Prices' determination required by any relevant policies, including inter alia True Prices data retention policy, auditing requirements, or applicable laws and regulations, unless otherwise provided for in the relevant policies from time to time. In no case will True Prices have any obligation or be liable to return or refund any Subscription fees paid by User. If User requests deletion of User's Cash Back account or deletion or replacement of a Linked Payment Card, True Prices may following deletion retain certain User Cash Back data and account use history in accordance with True Prices' data retention policy, or for such other period as is in True Prices' determination required by any relevant policies, accounting, auditing or tax considerations, or applicable industry guidelines, laws and regulations. In case User has interacted with Vendors or received Cash Back, True Prices may cease the ability of User to enter into new transactions, but retain relevant User data, including any related payment methods and Linked Payment Card and charge back authorization for as long as True Prices determines in its sole discretion that User may exercise any return, refund or sales reversal or otherwise be subject to charge back in accordance with these Terms and User expressly authorizes True Prices to, despite its deletion request, charge such payment methods in case of return, refund or sales reversal where User claims back any amounts User previously received as Cash Back in relation therewith.

iii. Termination, suspension, or cessation of use or accreditation or account registration shall not affect any accrued rights or obligations other than expressly provided for herein. Clauses that by their nature are designed to create ongoing effect, such as, inter alia, confidentiality, non-disparagement, protection of intellectual property, use of information or past access to unduly interfere with True Prices' platform, prohibited use, data retention, compliance, indemnifications, or data processing by third parties, and those related to dispute resolution, shall survive expiry or termination of User's access to the Site or its services for a period of three years or such other period as is required to enable True Prices to comply with its contractual, legal or compliance obligations or best practice; True Prices may amend such periods from time to time.

11. Intellectual Property Rights; Links

i. The ownership of all data on the Site belongs to True Prices or its licensors (if any). Text, graphics, editing contents, proprietary search functionality, proprietary offer and links aggregations, Listings, charts, designs, photos, images, logos, fonts, and other contents on the Site are owned or licensed by True Prices and protected by, inter alia, all applicable laws and regulations or, where applicable, of jurisdictions of the respective licensor of True Prices. User shall not engage in any act in violation of the laws and regulations governing intellectual property rights.

ii. Where the Site contains links or redirects to third party content, such as, e.g., a Listing, whether or not licensed by True Prices, including in particular but without limitation to a Vendor site or online shop to effect a transaction, including in case of a buy-now transaction provided for in Clause 5.viii or a Cash Back, User recognizes that True Prices does not control such third party content or sites and agrees that True Prices shall in no way be responsible for the availability or content of such sites, any transaction concluded thereon, and does not endorse them or make any representations in connection therewith. User shall observe all terms and conditions related to such link or redirect and not take any action in breach of the intellectual property of such third party content or services or otherwise interfere with the good faith use, or terms of licensing, of such third party content or services and hold True Prices harmless against any legal claims or demands or any direct or indirect damages True Prices may suffer from such actions.

12. Confidentiality, SMS; Email

User who in connection with their use of the Site or its services obtains or utilizes information provided by True Prices, the Site or by service providers that has not been publicly disclosed in good faith shall keep such information safe, confidential, only use it in accordance with the Terms and not disclose such information without the prior written consent of True Prices or the relevant third party other than to comply with mandatory laws, rules and regulations.

User understands and agrees that True Prices may, in addition to procedures otherwise set forth herein, to the maximum extent permitted by applicable law use electronic document transmission, mobile phone SMS, social media, messenger services, or email for service of written notices or service of process, in each case utilizing and relying on the account data provided by User.

13. Limitation of liability; Disclaimer; Indemnification

i. Neither True Prices nor any of its process, payment card or otherwise service providers shall be liable for any damages, direct or indirect, including consequential, User, any consumer, vendor or supplier or any third party may claim, allege or suffer in connection with the use of the Site or its services, or any third party site or service as a result of a link or redirect, including, inter alia, loss or theft of data, system or data security breaches, system failure or disruption of service, malware or hacking, phishing attacks, damage to electronic equipment, irrespective of whether these occur in whole or in part as a result of action by True Prices or third parties.

ii. True Prices and any third party provider of True Prices shall not be responsible or liable for any User, Vendor or third party conduct on the platform, nor shall it be liable for any damage suffered by any person as a result of such User or third party conduct.

iii. To the extent True Prices or any of its process, payment card or otherwise service providers is by virtue of law, these Terms, or otherwise found to have any liability in connection with the Site or the Services, liability shall strictly be limited to resupply of the Services and in case of any losses or damages (whether in contract, tort, or otherwise) not otherwise excluded by these Terms total liability will not exceed the total amount of the lower of the Subscription fee paid, Cash Back (if any) and any payments paid by User under the disputed transaction provided User has not had any contributing responsibility or otherwise fraudulent or illicit activity or acted other than in good faith.

iv. True Prices uses both third party service provider and publicly available information to process and aggregate information, Listings, offers and links displayed on the Site and its services and applies its own proprietary processes; for Cash Back and buy-now Listings, True Prices also uses information provided by Vendors.

True Prices has no obligation to review content accessible to User or posted by other users or Vendors through Listings or otherwise accessible on the platform or its transaction tools content contained in any aggregated product or vendor reviews or in any news or otherwise data or information referenced in offers, links, information displayed and Listings and is in no case responsible or liable for the content, authenticity and correctness of information provided or posted irrespective of whether it has conducted a content review in specific cases. Users shall in no case rely solely on an assumption of completeness of the search function provided, on the Offer information displayed, goods or product reviews or vendor reviews displayed and conduct its own due diligence.

v. True Prices only collects, arranges and displays the content through the Site in accordance with set protocols and procedures making it available for review by other users. We take reasonable steps to provide the Site and its Services in a secure, timely, accurate and complete manner. However, it is possible that information provided through the Site or its Services may be incorrect or not current. Further, the Internet has inherent risks, and neither we nor any service providers can guarantee that your access to and use of the Site will be uninterrupted or error free or that the Site or sites to which they may link, will be free from incorrect information, loss, corruption, attack, interference, hacking or other security intrusion. You understand that we cannot and do not guarantee or warrant that files linked to or available for downloading from the internet or the Site will be free of viruses or other destructive code.

vi. The Site, its Services, Listings and any content provided are provided on an "as is" and "as available" basis. No warranty of any kind, implied, expressed, or statutory, including but not limited to the warranties of non-infringement of third party rights, title, fitness for a particular purpose or intended purchase, and freedom from computer virus, is given with respect thereto or any hyperlinks to other internet resources.

vii. In respect of Cash Back transactions, including buy-now transactions, neither True Prices nor any Payment Card Network or service provider provides any representation, warranty, or guarantee of any nature in respect of the content displayed in a Listing or for any communication between User and any Vendor or Vendor representative or for goods and services promoted or sold in connection with True Prices' platform; User enters into all transactions (if any) with Vendors and merchants strictly at User's own risk and shall take all relevant precautions. The products that User may purchase in connection with the Cash Back and Buy Now functions of the Site and the Services are neither sold nor endorsed by True Prices, Payment Card Networks or other service providers of True Prices, all of which have no responsibility for such products or for any loss or damage you may suffer from purchasing or using them.

True Prices, Payment Card Networks or other service providers of True Prices are not responsible or liable for typographical errors or omissions relating to pricing, imagery, or text, including for such errors in connection with projected or anticipated Cash Back amounts.

True Prices, Payment Card Networks or other service providers of True Prices are not responsible or liable for any loss or damage of any sort incurred as the result of dealings with Vendors and merchants or third party promotions or as the result of the presence of third-party advertisers on the Site or Services or in connection with Listings, links or otherwise promotions or links that have prompted User's use or the Site or Services. Use of the Site and Services and the content provided on Vendor websites and mobile applications linked through Listings is at User's own risk.

User shall in particular bear all risks and responsibilities in respect of sales transactions being faulty, late, rescinded or reversed and any returns, including in particular, without limitation, adherence to the relevant payment and reimbursement processes and procedures related thereto and as further referenced in these Terms.

viii. The disclaimer of warranties, limitation of liability and indemnification provisions shall apply to the fullest extent permitted by law. Knowledge or unauthorized expression of opinion by any Personnel of any fact or circumstance that could give rise to liability of True Prices, criminal, regulatory or otherwise and in all case subject to these Terms, shall only be attributable to True Prices, if such fact or circumstance has been expressly identified and expressly brought to the attention of an officer or director of True Prices in writing and True Prices has not acted in its reasonable discretion despite a sufficient and reasonable lapse or time taking through investigation and legal or other assessment into account.

14. Vendor Disputes; Governing Law and Jurisdiction

i. In case of a dispute between or amongst Users and Vendors or merchants or third parties in connection with, or arising out of, access or use of the Site or Services for the purpose of completing a sales transaction, User may in User's discretion seek a resolution of the dispute by the ordinary courts in the appropriate jurisdiction in accordance with User's transactional agreements with such party.

User agrees that True Prices or any service provider of True Prices shall in no case be a party to such dispute save only where True Prices in its sole discretion determines to join a legal action in which case True Prices may in its sole discretion determine the nature and terms on which it may join the legal action. True Prices shall in no case be an arbiter of any sort of such dispute and shall not have any obligation to participate in, assist or otherwise join a dispute between or amongst User and third parties or legal proceedings in connection therewith. In case True Prices in its sole discretion determines to participate in dispute resolution proceedings, the sole forum shall be the ordinary courts in Texas, Eastern District, United States, to the exclusion of all other courts, unless True Prices otherwise consents in writing.

User agrees and guarantees that User will not constitute or join legal proceedings, or otherwise claim liability, against True Prices or its affiliates in connection with any transactions between or amongst User and Vendor or other third parties resulting from the use of the Site or the Services including any Listing.

ii. If User accesses the Site and Services in the United States or is resident in the United States:

Any interpretation of, dispute, claim or controversy arising out of or in connection with these Terms or the use of the Site or Services shall be governed by and construed in accordance with the laws of Texas, Eastern District, United States, including competence and principles of conflicts of law. The headings used in this Agreement are for convenience only and shall not be considered in the interpretation or construction of this Agreement.

By using the Site or Services is site in any way, User unconditionally consents and agrees that any claim, dispute, or controversy (whether in contract, tort, or otherwise) User may claim, bring or assert against True Prices and/or its parent, subsidiaries, affiliates and each of their respective current or former members, officers, directors and employees (all such individuals and entities collectively referred to herein as the "True Prices Entities") or any service provider of True Prices in connection with the Site or services, arising out of, relating to, or connected in any way with the Terms, the Site or its services, determination of the scope or applicability of this agreement to arbitrate, including any competence matters, will be resolved exclusively by final and binding arbitration conducted in accordance with the JAMS Arbitration Rules. The Tribunal will consist of one arbitrator. The place of arbitration shall exclusively be Chicago, Illinois. Each of the Parties shall bear its own cost of preparing and presenting its case. The arbitrator shall not have the power to award punitive damages against User or any True Prices entity. The costs of the arbitrator shall be shared equally between the Parties unless User is found to have acted fraudulently, tortious or interfered wilfully with the integrity or proper functioning of the Site or services. Judgment upon any award rendered by the arbitrator may be entered for enforcement in any court having jurisdiction thereof. With respect to any disputes or claims mandatorily not subject to arbitration, the Parties agree to submit to the exclusive jurisdiction of the courts in Texas, Eastern District, United States. Notwithstanding the above provisions, either Party has the right to obtain timely injunctive or otherwise interim relief from any courts having jurisdiction for such limited or interim relief. True Prices may continue with the operations of the Site and the Services the existence of the dispute notwithstanding.

iii. If User accesses the Site and Services in the United Kingdom or is resident in the United Kingdom:

Any interpretation of, dispute, claim or controversy arising out of or in connection with these Terms or the use of the Site or Services shall be governed by and construed in accordance with the laws of England and Wales, including competence and principles of conflicts of law. The headings used in this Agreement are for convenience only and shall not be considered in the interpretation or construction of this Agreement.

By using the Site or Services is site in any way, User unconditionally consents and agrees that: any claim, dispute, or controversy (whether in contract, tort, or otherwise) User may claim, bring or assert against True Prices Ltd and/or its parent, subsidiaries, affiliates and each of their respective current or former members, officers, directors and employees (all such individuals and entities collectively referred to herein as the "True Prices Entities") or any service provider of True Prices arising out of, relating to, or connected in any way with the Site or the Services, determination of the scope or applicability of this agreement to arbitrate, including any competence matters, will be resolved exclusively by final and binding arbitration conducted in accordance with the rules of the London Court of International Arbitration before one arbitrator mutually agreed to by the Parties, and if the Parties are not able to reach agreement on the arbitrator within Fourteen (14) Business Days from first Party's proposal of an arbitrator to the second Party, then the arbitrator shall upon a request by either Party, be finally appointed by the Chairperson of the Chartered Institute of Arbitrators, London Branch at the time. The competence of the members of the arbitration tribunal shall be agreed within the context of the abovementioned rules. The arbitration will be held in London (United Kingdom) with the proceedings being in English. The award of the arbitrator shall be final and binding on the Parties. Each of the Parties shall bear its own cost of preparing and presenting its case and the costs of the arbitrator shall be shared equally between the Parties, in each case unless User is found to have acted fraudulently, tortious or interfered wilfully with the integrity or proper functioning of the Site or services. Notwithstanding the above provisions, either Party has the right to obtain timely injunctive relief from the courts. True Prices may continue with the operations of the Site and the Services the existence of the dispute notwithstanding. The arbitrator shall not have the power to award punitive damages against User or any True Prices Entity unless User is found to have acted fraudulently, tortious or interfered willfully with the integrity or proper functioning of the Site or services.

iv. User may not act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any claim in connection with the Site, services or Terms. Claims may not be arbitrated or otherwise adjudicated on a class or representative basis. User and True Prices hereby waive any right to a jury trial of any claim.

v. DEPENDING ON THE RELEVANT JURISDICTION, THIS SECTION MAY LIMIT CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT USER OR TRUE PRICES WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

15. Miscellaneous

i. If any provision of these Terms is finally found to be invalid or unenforceable by competent courts, the remaining provisions of the Terms shall remain valid except that such provision shall be interpreted in a manner closest meeting the risk allocation originally intended and, only where such is not possible, be removed from the Terms.

ii. User may not transfer or assign any of the rights or obligations contained in these Terms as they pertain to User. True Prices may at any time assign or transfer all or part of the Site or services and Terms, including accounts connected thereto, to a third party without prior notice and without User's consent if True Prices in its sole discretion deems it desirable or necessary for its business.

iii. Any time allowed or indulgence or leeway given by True Prices in exercising any right, power or privilege in connection with these Terms shall not constitute a waiver hereunder, nor shall any single or partial exercise thereof preclude any further exercise of any right, power or privilege. Any cause of action or claim you may have arisen out of or relating to these Terms or the Site must be commenced within six months after the cause of action accrues; otherwise, such cause of action or claim is permanently barred.

iv. Nothing in these Terms shall be interpreted to create any agency, appointment, employment, joint venture, or franchise with any Vendor or any third party. User confirms and agrees that there are no third parties that have an interest in these Terms.

v. True Prices may at any time operate the Site or its services from any location its deems desirable or employ third party service providers located in, or third party content generated in, third countries in which case True Prices may transfer data (in accordance with True Prices' privacy policies and privacy statement and other relevant policies) or receive and store User, Site or service data and operate processes in such countries including customer and other services.

vi. If you have any questions about these Terms or matters in connection therewith or related to Site use or personal data protection, please contact us at legal@trueprices.comand designate "Site or Terms Query" in the subject line; without such designation True Prices may not be able to address your query or concern in good time.

vii. If User accesses the United States' Site and services from outside the United States, or if User accesses the United Kingdom Site from outside the United Kingdom, from time to time, User shall carefully consult local laws and regulations to ensure the Terms and User actions meet required standards of compliance, customs and legality of access to the Site and services, content and nature of offers or links in connection with User's general use of the Site and conduct in connection with the True Prices platform. If User has any reservations, queries or cannot positively establish full compliance and legality User shall not access or otherwise use or continue to use the Site until User has sought appropriate legal advice. Solicitation, trade, handling or otherwise promotion of certain goods and products may be legal in the United States or in the United Kingdom, depending on User's residence, but not in User's current jurisdiction and vice versa. In no case can True Prices be held liable or responsible for conducting such review or for any damages, fines or penalties resulting in connection therewith and User shall hold True Prices harmless from any damages, loss or liability in connection with such activities as further provided for in the Terms.