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IF YOU ARE AN APP USER, YOUR TERMS OF USE ARE DESCRIBED IN THE SECTION BELOW TITLED “FLEX REWARDS CUSTOMER TERMS OF USE”

These Terms of Use (“Terms” or “Terms of Use”) govern your use of the digital loyalty stamp card platform (the “Platform”) provided by Flextech.io Pte. Ltd. (“Flex Rewards”, “us”, “our”, and “we”), and applies to all businesses or persons who create an account and access the services at dashboard.flexrewards.io/signup (“Dashboard”), who use the Merchant Companion App at companion.flexrewards.io (“Companion App”), who enroll customers through the Flex Rewards IOS/Android app and/or web app (collectively, the “Customer App”). Customers enrolled in programs you have created on the Platform are hereinafter referred to as your “Customers” or your “Members”.

Terms and conditions applicable for the use of Customer data and Merchant data are governed by our Privacy Policy which you can find at www.myflexrewards.com/privacy

By using the Platform, you agree to these Terms of Use and our Privacy Policy.

1. PRICING & FREE TRIAL

1.1 Pricing

Access to the Platform and services is provided on a monthly subscription basis at the rates specified from time to time on our website at myflexrewards.com/loyalty-program-pricing. Rates and timing of payments for Custom Stamp Programs are agreed on a case-by-case basis.

We reserve the right to modify the subscription price for our services at any time, and will endeavor to provide you with reasonable notice prior to any scheduled price adjustments.

1.2 Free Trial

You are entitled to a 30-day free trial period (“Free Trial”). Your Free Trial commences upon tapping the “Start Trial” button on your Flex Rewards Dashboard.

We reserve the right to amend the Free Trial period at any time.

2. MONTHLY SUBSCRIPTION

Your subscription will commence after the Free Trial period has ended. Specifically, your subscription will commence the day after your Free Trial ends, following which you will be billed on the 1st day of each month.

So, for example, if you start your Free Trial on January 15, your Free Trial will end on February 14. Your first bill will be issued on February 15 and will apply for the period between February 15 to February 28 (i.e. a partial month). You will receive your second bill on March 1 for the period March 1 to March 31 (i.e. a full month).

3. BILLING & PAYMENT

Once your subscription has commenced you will be billed on a monthly basis on the 1st day of each calendar month.

Subscription fees are paid monthly in advance. Your first bill will reflect any partial month of service provided in the month in which your Free Trial ended, plus the immediately following full month of service. Your second bill will reflect only a single month of service.

All billing is handled by Quickbooks. You consent to the release of your credit card details to Stripe for purposes of processing payment transactions to Flex Rewards. Your credit card details are not stored with Flex Rewards.

4. CANCELLATION POLICY

4.1 Cancellation at Will

You may cancel your subscription at any time. Canceling subscription will deactivate your account and your Flex Rewards service at the end of the month.

If you cancel subscription during your Free Trial period, your credit card will not be charged.

If you cancel your subscription after your Free Trial but before the first full billing cycle commences (i.e. the 1st of the month), you will only be charged for the number of days between the end of your Free Trial and the first billing cycle (i.e. a partial month).

If you cancel your subscription after your Free Trial, and after the 1st full billing cycle has commenced, you will not be charged again.

4.2 Refund Policy

Any subscription fees paid to Flex Rewards in any prior billing cycle, whether for full or partial months, are non-refundable.

Your account remains active until the end of the month you are in.

4.3 Program Access Upon Cancellation

When you cancel your service with Flex Rewards, your program will still remain active until the end of the billing cycle.

It is your responsibility to inform your customers that you may or may not continue to honor the terms of your program during this time.

When your account has been fully deactivated at the end of the billing cycle, your customers will no longer be able to access their stamp cards, earned stamps, promotions or earned rewards.

It is your responsibility to inform your customers how you may or may not compensate them for the loss of their program benefits or promotional rewards.

4.4 Involuntary Cancellation

Your account will automatically be deactivated for non-payment of the subscription price. We also reserve the right to cancel your account for any reason.

4.5 Removal of Data

Flex Rewards shall not be obligated to delete or remove Merchant or Customer data upon cancellation of your account although you may request for us to do so. The decision to remove such information remains at the discretion of Flex Rewards.

4.6 Account Reactivation

You may reactivate your account by uploading payment information to your Dashboard and settling any unpaid payments. Account reactivation is generally processed within 48 hours

5. USE OF BRAND ASSETS

You agree that all of your trademarks, trade names, images and logos uploaded to our Platform (“Brand Assets”) are provided to us with your express consent that Flex Rewards may utilize, modify and edit the Brand Assets as we think fit in order to display such Brand Assets on our Platform to provide the Services (as defined below).

6. SERVICES

6.1 Scope of Services

The Flex Rewards Loyalty Plus+ and Custom Stamp Card subscription plans shall include the following services (“Services”):

(a) Stamp card with mid-tier rewards

Once a stamp card has been activated, your customers will immediately receive your card with your specified rewards. You will not be able to edit a stamp program once it has been activated. To change details of your stamp program, you must deactivate your stamp card and activate a new one. Please note that customers who have received an old stamp card prior to its deactivation will retain this card until they have completed the stamp card cycle. It is your responsibility to inform your customers that your program has been amended and whether you may or may not honor the terms of the deactivated stamp card.

(b) Unlimited loyalty member numbers

There is no limit to the number of members you may signup to your loyalty program under your plan.

(c) A maximum of 6 store locations

You are entitled to create a maximum of 6 store locations from your Dashboard.

(d) Airdrop promotions with push notifications

You may create airdrop campaigns that will send promotions to all app users within a 300 meter radius of each of your active store locations. Please note that app users must enable location permissions in order to trigger an airdrop on their phone. A push notification with reward details and your merchant name will be sent to users who receive an airdrop.

(e) Welcome rewards

You may create welcome rewards that will be issued to all customers who join your program.

(f) Birthday rewards

You may create birthday rewards that will send a reward automatically to each of your members 30 days prior to their birthday.

Please note that providing birthday information is optional, and not all your members will have provided this information. The distribution rate of birthday rewards depends on how many of your customers have provided their birthday information.

(g) View customer names & email addresses

You may view the first name, last name, and email addresses of your members from your Dashboard. The terms and conditions governing the ownership and use of this data during and after your service with Flex Rewards is governed by our Privacy Policy which you should read in detail.

Please note that some users who sign in with Apple ID will provide a private-relay email address that masks a user’s personal email address. While sending emails to this private-relay email address is stated by Apple to reach the user, the private relay address is not owned or held by your customer, but is an alias address used by Apple to protect customer privacy.

(h) Joining QR Codes & Joining Weblinks

You may print your Joining QR code and Joining Weblink to be displayed in-store or online for purposes of directing your audience to your stamp program on the Customer App.

(i) Table Displays, Flyers, and Sticker Labels

You may generate Table Displays, Delivery Flyers, and Sticker Labels from our templates in your Flex Rewards Dashboard. We provide only limited editing functions on these templates. If you wish to design your own Table Displays, you may do so by downloading the .svg format of your Joining QR code. If you wish to design your own Delivery Flyers, you may do so by affixing individual sticker labels onto your printed designs.

(j) Gifting Rewards

All rewards that you issue may be gifted by your users to other users of the Customer App. You must honor the terms of any rewards that have been transferred to other users in this manner.

(k) Buying and Selling Rewards

All rewards that you issue may be bought or sold on the marketplace by other users of the Customer App. You must honor the terms of any rewards that have been purchased by other users from the marketplace in this manner.

6.2 Changes to Services

Flex Rewards reserves the right to change the scope of services provided to you at any time and without notice.

6.3 Staff Errors and Fraud

The issuance of stamps, validation of rewards and the registration of new members to your program must be done manually by you and your staff by:

(a) entering your merchant store PIN code (“PIN Code”) into the Customer App;

(b) showing your “Add Stamp QR Code” to customers; and/or

(c) accessing member accounts through the Merchant Companion App as an authorized company user

(the above methods, collectively the “Validation Methods”).

We do not accept responsibility for any staff errors, mishandling, or misuse of the Validation Methods that may occur from use of the Platofrm, including, but not limited to, the intentional or unintentional disclosure of passwords, usernames, PIN Codes, Add Stamp QR Codes, or the theft or fraudulent use of the same, that may result in the award of stamps and other program benefits against your program terms and conditions.

7. CONTENT AND ACCEPTABLE USAGE

We reserve the right to terminate service at any time for breach of these Terms, or for the unauthorized use of our services.

You may not use our services for the sale or promotion of:

(a) illegal or illicit drugs;
(b) pornographic materials
(c) military-grade automatic weapons
(d) products or services that incite violence, hatred or racism
(e) other products or services deemed unacceptable by Flex Rewards

8. DISCLAIMER ON OUTAGES AND BUGS

While we try to ensure consistent and reliable service, providing a digital service like Flex Rewards requires the proper functioning and maintenance of a large number of highly complex digital services and software libraries. From time to time these services may be unavailable due to bugs, resource overload, or routine maintenance.

In such event, your customers may be unable to access their loyalty card or rewards, and you may not be able to signup customers with our QR codes and weblinks. While we will attempt to mitigate disruption to your services, we cannot guarantee that interruptions will occur.

9. MISCELLANEOUS PROVISIONS

IF YOU DO NOT AGREE TO THESE TERMS OF USE, IMMEDIATELY STOP USING THE PLATFORM AND DO NOT USE ANY FLEX REWARDS SERVICE.

PLEASE REVIEW THE FOLLOWING SECTIONS OF THESE TERMS OF USE CAREFULLY: (A) DISPUTE RESOLUTION/ARBITRATION AGREEMENT, INCLUDING THE CLASS ACTION WAIVER DESCRIBED THEREIN, (B) LIMITATION OF LIABILITY, AND (C) INDEMNIFICATION/RELEASE.

9.1 Ownership of the Platform

The Platform, any content on the Platform, and the infrastructure used to provide the Platform are proprietary to us. By using the Platform and accepting these Terms of Use:

(a) Flex Rewards grants you a limited, personal, non-transferable, nonexclusive, revocable license to use the Platform pursuant to these Terms of Use and to any additional terms and policies set forth by Flex Rewards; and

(b) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell, or re-sell any content, software, products, or services obtained from or through the Platform without the express permission of Flex Rewards.

9.2. Use of the Platform

As a condition of your use of the Platform, you agree that:

• You have reached the age of majority in the state or province in which you reside;

• You are able to create a binding legal obligation;

• You are not barred from receiving products or services under applicable law;

• You will not attempt to use the Platform with crawlers, robots, data mining, or extraction tools or any other functionality;

• Your use of the Platform will at all times comply with these Terms of Use;

• You will only provide legitimate rewards that comply with the letter and spirit of the terms of the respective rewards;

• You have the right to provide any and all information you submit to the Platform, and all such information is accurate, true, current, and complete;

• You will update and correct information you have submitted to the Platform and ensure that it is accurate at all times (out-of-date information will invalidate your account); and,

9.3. Access to the Platform

Flex Rewards retains the right, at our sole discretion, to deny service or use of the Platform or an account to anyone at any time and for any reason. While we use reasonable efforts to keep the Platform and your account accessible, the Platform and/or your account may be unavailable from time to time. You understand and agree that there may be interruptions in service or events, Platform access, or access to your account due to circumstances both within our control (e.g., routine maintenance) and outside of our control.

9.4. Modification

We reserve the right at all times to discontinue or modify any part of these Terms of Use in our sole discretion. If we make changes that affect your use of the Platform or our services we will post notice of the change on the Terms of Use page. Any changes to these Terms of Use will be effective upon our posting of the notice.

If you do not agree to the changes, you may close your account and you should not use the Platform or any services offered through the Platform after the effective date of the changes.

We suggest that you revisit our Terms of Use regularly to ensure that you stay informed of any changes. You agree that posting notice of any changes on the Terms of Use page is adequate notice to advise you of these changes, and that your continued use of the Platform or our services will constitute acceptance of these changes and the Terms of Use as modified.

9.5. Your Account

You may only create and hold one account on the Platform for your professional use and must register using a valid credit card.

You are responsible for updating and correcting information you have submitted to create or maintain your account. As part of your account settings, you have the option to save or edit personal information, including, without limitation, a valid credit card.

You understand and agree that Flex Rewards shall have no responsibility for any incident arising out of, or related to, your account settings. You must safeguard your password and supervise the use of your account. You are solely responsible for maintaining the security of your account and maintaining settings that reflect your preferences. We will assume that anyone using the Platform or transacting through your account is you. You agree that you are solely responsible for any activity that occurs under your account.

Your account is non-transferrable. You cannot sell, combine, or otherwise share it with any other person.

Any violation of these Terms of Use, including, without limitation, failure to maintain updated and correct information about your account (e.g., valid credit card information) will cause your account to fall out of good standing and we may cancel your account in our sole discretion.

If your account is canceled, you may forfeit any pending, current, or future account credits, and any other forms of unredeemed value in your account without notice.

Upon termination, the provisions of these Terms of Use that are, by their nature, intended to survive termination (e.g., any disclaimers, all limitations of liability, and all indemnities) shall survive. We also reserve the right to change or discontinue any aspect or feature of our services or the Platform, including, without limitation, requirements for use.

9.6. Your Conduct

All interactions on the Platform must comply with these Terms of Use. To the extent your conduct, in our sole discretion, restricts or inhibits any other user from using or enjoying any part of the Platform, we may limit or terminate your privileges on the Platform and seek other remedies, including, without limitation, cancellation of your account or forfeiture of any forms of unredeemed value in your account.

The following activities are prohibited on the Platform and constitute violations of these Terms of Use:

• Engaging in or attempting to engage in:

◦ the re-sale or re-marketing, for profit, of any of the Services provided by the Platform under your own name or the name of another;

◦ holding out to be a partner or affiliate of Flex Rewards for the purposes of re-selling or remarketing the Services provided by the Platform under your own name or the name of another;

• Submitting any content to the Platform that:

◦ Violates applicable laws (including, without limitation, intellectual property laws, laws relating to rights of privacy and rights of publicity, and laws related to defamation);

◦ Contains personal information, except when we expressly ask you to provide such information;

◦ Contains viruses or malware;

◦ Offers unauthorized downloads of any copyrighted, confidential, or private information;

◦ Has the effect of impersonating others;

◦ Contains messages by non-spokesperson employees of Flex Rewards purporting to speak on behalf of Flex Rewards or provides confidential information concerning Flex Rewards;

◦ Contains chain letters of any kind;

◦ Is purposely inaccurate, commits fraud, or falsifies information in connection with your Flex Rewards account or to create multiple Flex Rewards accounts; or

◦ Is protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right.

• Attempting to do or actually doing any of the following:

◦ Accessing data not intended for you, such as logging into a server or an account which you are not authorized to access;

◦ Scanning or monitoring the Platform for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information, or similar data;

◦ Scanning or testing the security or configuration of the Platform or breaching security or authentication measures; or

◦ Interfering with service to any user in any manner, including, without limitation, by means of submitting a virus to the Platform or attempting to overload, “flood,” “spam,” “mail bomb,” or “crash” the Platform.

• Using any of the following:

◦ Frames, framing techniques, or framing technology to enclose any content included on the Platform without our express written permission;

◦ Any Platform content, including, without limitation, User Content (defined below), in any meta tags or any other “hidden text” techniques or technologies without our express written permission;

◦ The Platform or any of its contents to advertise or solicit, for any commercial, political, or religious purpose or to compete, directly or indirectly, with Flex Rewards; or

◦ The Platform or any of its resources to solicit consumers, Merchants, or other third-parties to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with Flex Rewards.

• Engaging in any of the following:

◦ Tampering or interfering with the proper functioning of any part, page, or area of the Platform or any functions or services provided by Flex Rewards;

◦ Taking any action that places excessive demand on our services or imposes, or may impose, an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion);

◦ Reselling or repurposing your access to the Platform or any purchases made through the Platform;

◦ Accessing, monitoring, or copying any content from the Platform using any “robot,” “spider,” “scraper,” or other automated means or any manual process for any purpose without our express written permission;

◦ Violating the restrictions in any robot exclusion headers on the Platform or bypassing or circumventing other measures employed to prevent or limit access to the Platform;

◦ Deep-linking to any portion of the Platform without our express written permission;

◦ Hyperlinking to the Platform from any other website without our initial and ongoing consent; or

◦ Acting illegally or maliciously against the business interests or reputation of Flex Rewards, our Merchants, or our services.

9.7. Your Privacy

We take the privacy of your Personal Information (defined in the Privacy Statement) seriously. We encourage you to carefully review our Privacy Statement for important disclosures about ways that we may collect, use, and share personal data and your choices. Our Privacy Statement is incorporated in and subject to these Terms of Use.

9.8. Copyright and Trademarks

The Platform contains copyrighted material, trademarks, and other proprietary information, including, without limitation, text, software, photos, video, graphics, music, and sound, and the entire contents of the Platform are protected by copyright, trademark, and other intellectual property laws of the United States, the People’s Republic of China, the European Union, the United Kingdom and Singapore.

Flex Rewards owns a copyright in the selection, coordination, arrangement, and enhancement of such content, as well as in the content original to it. You may not modify, distribute, publish, transmit, publicly display, publicly perform, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part.

Except as otherwise expressly stated under copyright law, no downloading, copying, redistribution, retransmission, publication, or commercial exploitation of the content without the express permission of Flex Rewards or the copyright owner is permitted. If downloading, copying, redistribution, retransmission, or publication of copyrighted material is permitted, you will make independent attribution and/or make no changes in or deletion of any author attribution, trademark legend, or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. Any violation of these restrictions may result in a copyright, trademark, or other intellectual property right infringement that may subject you to civil and/or criminal penalties.

Flex Rewards owns trademarks, registered and unregistered, in many countries and “FLEX REWARDS,” the Flex Rewards logos and variations thereof found on the Platform are trademarks owned by Flextech.io Pte. Ltd. or its related entities and all use of these marks inures to the benefit of Flex Rewards. “FLEX REWARDS” is a trademark registered in the following countries: the United States, the People’s Republic of China, the European Union, the United Kingdom and Singapore.

Other marks on the site not owned by Flex Rewards may be under license from the trademark owner thereof, in which case such license is for the exclusive benefit and use of Flex Rewards unless otherwise stated, or may be the property of their respective owners. You may not use Flex Rewards’ name, logos, trademarks or brands, or trademarks or brands of others on the Platform without Flex Rewards’ express permission.

9.10. Unsolicited Ideas

We do not accept or consider, directly or through any Flex Rewards employee or agent, unsolicited ideas of any kind, including, without limitation, ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans, or other promotions.

Do not send us (or any of our employees) any unsolicited ideas, suggestions, material, images, or other work in any form (“Unsolicited Materials”). If you send us Unsolicited Materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:

• Flex Rewards has no obligation to review any Unsolicited Materials, nor to keep any Unsolicited Materials confidential; and

• Flex Rewards will own, and may use and redistribute, Unsolicited Materials for any purpose without restriction and free of any obligation to acknowledge or compensate you.

9.11. Infringement Reporting Procedures and Digital Millennium Copyright Act (DMCA) Procedures

• Infringement Reporting Procedures. If you own copyright, trademark, patent, or other intellectual property rights (“IP Rights Owner”), or if you are an agent authorized to act on the IP Rights Owner’s behalf (“Authorized Agent”), and you have a good faith belief that material or products on the Platform infringe the IP Rights Owner’s copyright, trademark, or other intellectual property right, and you would like to bring it to Flex Rewards’ attention, you can report your concern(s) by submitting your complaint here.

• DMCA Procedures. Flex Rewards reserves the right to terminate your, or any third-party’s, right to use the Platform if such use infringes the copyrights of another. Flex Rewards may, under appropriate circumstances and at its sole discretion, terminate your, or any third-party’s, right to access to the Platform, if Flex Rewards determines that you are, or a third-party is, a repeat infringer. If you believe that any material has been posted via the Platform by any third-party in a way that constitutes copyright infringement, and you would like to bring it to Flex Rewards’ attention, you must provide Flex Rewards’ DMCA Agent identified below with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Platform of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) your name and contact information, including, without limitation, telephone number and email address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

The contact information for Flex Rewards’ DMCA Agent for notice of claims of copyright infringement is: [email protected].

10. DISCLAIMER OF WARRANTY

AS PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT USE OF THE PLATFORM IS AT YOUR SOLE RISK. NEITHER FLEX REWARDS, NOR ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED, SECURE, VIRUS-FREE, OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTY AS TO:

(A) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM, OR

(B) THE ACCURACY, COMPLETENESS, OR RELIABILITY OF(I) THE CONTENT ON THE PLATFORM, OR (II) DESCRIPTIONS OF MERCHANT REWARDS OR PRIZES.

THE PLATFORM AND ALL CONTENT AND OTHER INFORMATION CONTAINED ON THE PLATFORM, MERCHANT REWARDS AND PRIZES ACCESSIBLE OR AVAILABLE THROUGH THE PLATFORM, ARE MADE ACCESSIBLE OR AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT ALLOWED BY APPLICABLE LAW, FLEX REWARDS HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO THE OPERATION OF THE PLATFORM OR THE CONTENT OR OTHER INFORMATION CONTAINED ON THE PLATFORM, INCLUDING, WITHOUT LIMITATION, THOSE OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, MERCHANTABILITY, SUITABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING.

11. LIMITATION OF LIABILITY

11.1 EXCLUSION

AS PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FLEX REWARDS, ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, MERCHANTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY DIRECT OR INDIRECT LOST PROFITS OR LOST BUSINESS DAMAGES, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH THE SERVICES PROVIDED BY US OR YOUR USE OF THE PLATFORM.

11.2 TIME LIMIT

FLEX REWARDS SHALL NOT BE LIABLE FOR ANY CLAIM UNLESS IT RECEIVES A WRITTEN NOTICE FROM YOU CONTAINING SPECIFIC DETAILS OF THE CLAIM INCLUDING YOUR ESTIMATE (ON A WITHOUT PREJUDICE BASIS) OF THE AMOUNT OF SUCH CLAIM WITHIN 60 DAYS OF THE OCCURRENCE OF EVENT GIVING RISE TO THE CLAIM.

11.3 DE MINIMUS

FLEX REWARDS SHALL NOT BE LIABLE FOR ANY CLAIM UNLESS THE AGGREGATE AMOUNT OF ALL CLAIMS EXCEEDS A MINIMUM OF US$2,500.

11.4 TOTAL LIABILITY

THE AGGREGATE AMOUNT OF THE LIABILITY OF FLEX REWARDS FOR ALL CLAIMS SHALL NOT EXCEED THE TOTAL SUBSCRIPTION PRICE PAID BY YOU DURING THE TERM OF SERVICE.

12. ELECTRONIC COMMUNICATIONS

When you use the Platform or send emails to Flex Rewards, you are communicating with us electronically and consent to receive electronic communications related to your use of the Platform. We will communicate with you by email or by posting notices on the Platform. You agree that all agreements, notices, disclosures, and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. Notices from us will be considered delivered to you and effective when sent to the email address you provide on the Platform or from which you otherwise email us.

13. INDEMNIFICATION/RELEASE

13.1 Scope of Indemnification/Release

You agree to defend, indemnify, and hold harmless Flex Rewards, its subsidiaries and affiliates, and their respective directors, officers, employees and agents (the “Flex Group”) from and against any claims, loss, cost or damage, whether direct, indirect or consequential, including damage or impairment to your brand or reputation, and including, without limitation, attorneys’ fees, arising out of, related to, or in connection with any of the following:

(a) Deactivation of Your Account

The cancellation of service with us, or the deactivation of your account for any reason, that may result in customers losing access to your program and the subsequent loss of stamps, rewards, and other program benefits.

(b) Unauthorized Issuance of Program Benefits

The intentional, unintentional or negligent misuse of your Merchant PINs, Add Stamp QR Codes, Dashboard or Companion App usernames, emails or passwords that may result in the unauthorized issuance of stamps, rewards or other benefits against the terms of your program.

(c) Service Outages

Planned or unplanned service outages that result in an interruption to the services normally provided by the Platform, Dashboard, Companion App or Customer App.

(d) Modification of Services

Any modification to the features and services provided by the Platform, Dashboard, Companion App or Customer App.

(e) Data Theft

Any theft or loss of your account and membership data by unauthorized personnel, due to your negligence or improper use of the Platform.

(f) Loss of Data

Any loss of data that occurs through any unforeseen hacks or outages to our Platform.

(g) Third Party Claims

Any claims by third parties for whatever reason, including, but not limited to claims arising from:

(i) your failure to honor any reward for whatever reason
(ii) your modification of your stamp card
(iii) your deactivation of your stamp card
(iv) the removal of stamps from member stamp cards
(v) your editing of reward benefits and terms
(vi) your editing of the Fine Print regarding reward eligibility and use
(vii) your removal or expiry of rewards from member accounts

and, if you are a Group Host and are using the Platform with any client, third party business, partner, subsidiary, franchisee, affiliate (“Merchant Subsidiary”), any claim by any Merchant Subsidiary for whatever reason, including, but not limited to claims arising from:

(viii) your failure or negligence in resolving operational issues
(ix) your failure or negligence in resolving reimbursement of reward benefits
(xi) your failure or negligence to manage and issue prize rewards
(xii) your failure to deliver improved commercial results forMerchant Subsidiaries

(h) Misuse of Platform

Any use of the Platform with the intention to commit fraud, or any use of the Platform in violation of any applicable law or rights of a third-party in any jurisdiction.

(i) The Sale or Misuse of Customer Data

Any sale or misuse of your Customer data to any third party without the express written consent of each of your Customers, or the failure to delete Customer data upon the request of the Customer.

(j) Reselling of Services

Any direct or indirect use, re-packaging or re-marketing of any of our Services.

14. FORCE MAJEURE

Flex Rewards shall be excused from performance under these Terms of Use, to the extent it is prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, acts of cyber-terrorism, insurrection, riots, civil disorders, or rebellion; (c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures; (f) state-sponsored hacking, viruses, ransomare or malware; or (g) other causes beyond the reasonable control of Flex Rewards.

15. ASSIGNMENT

You may not assign these Terms of Use, or any rights, benefits, or obligations hereunder, by operation of law or otherwise, without the express written permission of Flex Rewards. Any attempted assignment that does not comply with these Terms of Use shall be null and void. Flex Rewards may assign these Terms of Use, in whole or in part, to any third-party in its sole discretion.

16. ENTIRE AGREEMENT

The Terms of Use, including, without limitation, the Privacy Policy, and other terms incorporated by reference, constitute the entire agreement and understanding between you and Flex Rewards with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between you and Flex Rewards with respect to such subject matter.

17. CHOICE OF LAW

Any disputes arising out of or related to these Terms of Use and/or any use by you of the Platform or Flex Rewards’ services shall be governed by the laws of the Republic of Singapore, without regard to its choice of law rules and without regard to conflicts of laws principles.

Flex Rewards and you specifically disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods as that Convention may be incorporated into applicable law.

18. DISPUTE RESOLUTION / ARBITRATION AGREEMENT

(a) Binding Arbitration. Except as specifically stated herein, any dispute or claim between you and Flex Rewards and/or its subsidiaries, affiliates, and/or any of their respective members, officers, directors, and employees (all such entities collectively referred to herein as the “Flex Rewards Entities”) arising out of, relating in any way to, or in connection with the Terms of Use, the Platform or your use of the Platform or your Personal Information (“Dispute(s)”) shall be resolved exclusively by final, binding arbitration. By virtue of this Dispute Agreement (defined below), you and Flex Rewards are each giving up the right to go to court and have a Dispute heard by a judge or jury (except as otherwise set forth in this Section 18(a) or Section 18(d)). The provisions of this Section 18 shall constitute your and Flex Rewards’ written agreement (“Dispute Agreement”) to finally resolve Disputes by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of arbitration shall be English.

You agree that all issues are for the arbitrator to decide. This includes all issues related to the scope, application, interpretation and enforceability of this Agreement and this arbitration provision. The arbitrator shall also decide whether any claim is subject to arbitration.

(b) No Class Action Matters. We each agree that we shall bring any Dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, we each agree that Disputes shall be arbitrated only on an individual basis and not in a class, consolidated, or representative action and that the arbitrator may award relief (including injunctive relief) only on an individual basis. The arbitrator does not have the power to vary these provisions.

(c) Choice of Law and Forum; No Jury Trial. If for any reason a Dispute proceeds in court: (i) you and Flex Rewards agree that any Dispute may only be instituted in the Republic of Singapore; (ii) you and Flex Rewards irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes; and (iii) you and Flex Rewards agree to waive any right to a trial by jury. You and Flex Rewards agree that the laws of Singapore, without regard to principles of conflicts of law, will govern this Dispute Agreement and any Disputes.

(d) Injunctive Relief. Notwithstanding anything to the contrary in this Dispute Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to the infringement of a party’s intellectual property, or any illegal or intentional act affecting the accessibility, functionality, or the security of the Platform, and/or any illegal or intentional act against your interests or the general business interests of Flex Rewards.

(e) Severability. With the exception of Section 18(b) above, if any part of this Section 18 is ruled to be unenforceable, then the balance of this Section 18 shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein. If Section 18(b) above is ruled to be unenforceable, then Section 18(a) shall be deemed unenforceable, but the rest of Section 18 shall remain in full effect.

19. LICENSES AND ATTRIBUTIONS

(a) The Gift icon used in the Platform was designed and created by Milinda Courey and used by Flex Rewards under the Creative Commons CCBY license. All creative efforts in respect of the design and creation of the Gift icon is hereby attributed to Milinda Courey.

20. ADDITIONAL DISCLOSURES

No waiver by either you or Flex Rewards of any breach or default or failure to exercise any right allowed under these Terms of Use is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under our Terms of Use. The section headings used herein are for convenience only and shall be of no legal force or effect. If a court of competent jurisdiction holds any provision of our Terms of Use invalid, such invalidity shall not affect the enforceability of any other provisions contained in these Terms of Use, and the remaining portions of our Terms of Use shall continue in full force and effect.

You are contracting with Flextech.io Pte. Ltd. Correspondence should be directed to: [email protected]

The provisions of these Terms of Use apply equally to, and are for the benefit of, Flex Rewards, its subsidiaries, and its affiliates, and each shall have the right to assert and enforce such provisions directly.

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