PLEASE READ THESE TERMS AND CONDITIONS OF PARTICIPATION IN THE PASSPASS REWARDS PROGRAM CAREFULLY.

BY PARTICIPATING IN THIS PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE, INCLUDING OUR PRIVACY POLICY.

IF YOU DO NOT AGREE TO ALL OR ANY OF THESE TERMS, DO NOT PARTICIPATE IN THIS PROGRAM.

The “PassPass Rewards Program” (thereafter referred to as “PassPass” or “Program”) is offered by ProxiPass Ltd (“ProxiPass”, “we”, “our” or “us”) for the purposes of recognizing and rewarding loyal customers of our Merchants (as defined hereinafter).

ProxiPass Ltd is a private company limited by shares incorporated and existing under the laws of Mauritius and bearing business registration number C22188453and having its registered office address at 2nd Floor, The Cubicle, 35-37 Royal Road, Phoenix.

These Terms and Conditions set out the contractual relationship between ProxiPass and each registered PassPass member (“Member”, “you”, “your” or “yours”) in respect of the Program.

Additional terms and conditions may apply in relation to specific offers, products and services, and will be set out on the App (hereinafter defined) or will be communicated to you via email, depending on your preferred mode of communication with us.

About PassPass rewards program

The PassPass rewards program allows a Merchant (hereinafter defined) to award Points to Members who make qualifying purchases at the Merchants. Members may use their Points at participating locations of the Merchants. Visit on the app the “Merchants & Stores” section to obtain the complete list of Merchants, as well as complete information on where you can earn and use Points. The list of the participating Merchants may be subject to change at any time, without prior notice.

Membership in the Program is free. You must complete the registration process in order to benefit from the advantages of the Program.

In most cases, you may use any form of payment (e.g., cash, credit card, debit card) accepted by a Merchant to make qualifying purchases that earn Points at the time of purchase.

In addition, PassPass will also allow Members to tokenise their Payment Card information in order to use their card to effect payments at the Merchants.

1.DEFINITIONS

In these Terms and Conditions unless the context requires otherwise:

“Affiliate” means, with respect to any person, any person directly or indirectly controlling, controlled by or under the common control of such person and for the purposes of this definition “control” shall mean possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, through the ability to appoint a majority of the board of directors or similar management body, by contract or otherwise howsoever.

“App” means the PassPass mobile application downloadable from of App Store for IOS or Google Play for Android and downloaded on a Smartphone

“Exclusive Voucher” means a voucher issued to a Member at the discretion of the Merchant, the amount to be determined by the Merchant and to be used only at the Merchant who issued the Exclusive Voucher

« Fraud » means any conduct which is fraudulent, dishonest and deceitful. Such conduct includes, but is not limited to any of the following:

1. • knowingly supplying incorrect information to accrue Points;

• • using or attempting to use stolen or counterfeit Payment Card;

• • attempting to accrue Points or Rewards from Merchants dishonestly;

1. • selling, bartering and/or purchasing Points or Rewards including attempting to sell or transfer Points or Rewards by means of internet-based sales or auctions otherwise than as may be permitted under these Terms and Conditions;

• • attempting to use Points dishonestly;

• • knowingly benefiting from the Fraud or Misconduct of another Member or individual; or

• • use the QR Code to purchase on behalf of a corporate, wholesaler, distributor or any other entity other than for domestic, household purchases.

« Member », “you”, “your”, means the person who is a member of the Program and whose name is registered against a Membership Number.

« Membership » means membership of the Program.

« Membership Number » means the Membership number allocated to a Member in accordance with these Terms and Conditions, which is also known as the PassPass ID.

“Merchants” means partners participating in the Program, from which Members are eligible to earn Rewards, to redeem Points or give effect to payments.

« Misconduct » includes:

1. • failure to comply with these Terms and Conditions;

• • misconduct whilst using any Merchants facilities;

• • providing Registration Information which is untrue, inaccurate, not current or incomplete; or

• • misconduct in dealing with our staff or the staff of any Merchant.

“NIC” means a valid national identity card issued by the Mauritian authorities

“One Time Password” or “OTP” means a system-generated code sent by SMS to the Member’s mobile phone by the Merchants through the App for secured validation.

“Payment Card” means a debit card or credit card issued by any approved local or international card issuer

“Peach Payments Limited” means a private company limited by shares incorporated and existing under the laws of Mauritius and bearing business registration number C21182535 and having its registered office address at Office C-04, Ebene Junction Building, Ebene.

“PEP” means as any person (foreign or domestic) who is or has been entrusted with prominent public functions in Mauritius or any foreign country as well as members of such person’s family or those closely associated with him/her. These include:

1. • Heads of states (example: presidents, vice presidents and prime ministers), Cabinet ministers, state ministers, Members of parliament and Judges and magistrates;

• • Council members, senior most officials of a state agency or institution and Senior military officials;

• • Board members of state-owned enterprises and Senior officials appointed as per the provisions of a specific law (example: Head of FIU); and

• • Senior political appointees of a government (example: coordinators at various ministries) and Foreign and local diplomats and Senior political party members

“Point(s) » means the Points earned by a Member under the Program and credited to a Member’s account within a wallet group for spending at Merchants within the wallet group.

“Program” means the PassPass rewards program operated by us pursuant to which Members earn Points from Merchants, or may receive Vouchers from Merchants and use within the Voucher’s limitation as set by the Merchant at time of issuance.

“ProxiPass”, “we”, “us”, “our” meansProxiPass Ltd, a private company limited by shares incorporated and existing under the laws of Mauritius and business registration number C22188453and having its registered office address at 2nd Floor, The Cubicle, 35-37 Royal Road, Phoenix. ProxiPass includes any of its Affiliates or any other company in which ProxiPass, directly or indirectly, holds interests or any company holding an interest in ProxiPass.

“PS” means a valid Passport issued by authorized authorities.

“Push Notification” means notifications sent to a customer on his Smartphone for informative or marketing purposes;

“QR Code Reader” means an application used in conjunction with the device’s camera in order to interpret a QR Code.

“Quick Response code (« QR code »)” means a two-dimensional Bar Code containing information that can be read by a QR code reader and used by the Merchants to identify the Member and/or initiate the payment of goods and services at Merchants and to avail the benefits of the Program.;

“Reward” means any special benefit offered by the Merchant to Members exclusively, including but not limited to Points and Vouchers

“RP” means a valid residence permit issued by the Mauritian authorities.

“Smartphone” means any mobile wireless device running the Android or iOS operating system.

“Threshold Limit” means cumulative daily transaction limit that can be set by ProxiPass, any regulatory authority, the institution issuing the Payment Card or any payment network.

“Tokenisation“means the replacement of a Payment Card details with a unique alternate code called the “token”

“Tokenised Payment Card” means a digital version of the Member’s Payment Card, stored by Peach Payments Limited.

“Voucher” means a voucher issued to a Member at the discretion of the Merchant, the amount and period of validity to be determined by the Merchant and which can be used by the Member with multiple Merchants together on the PassPass Platform.

“Wallet” means a digital wallet managed by the App containing the Rewards. The Wallet may include a single Merchant or a group of Merchants in which a Member can earn and redeem Points. Points earned in a wallet group can only be redeemed in the same wallet group. The Member’s account balance shows the balance of all the wallet groups. Vouchers and/or Exclusive Vouchers issued for a wallet group can only be used for purchases at Merchant’s who are part of the wallet group.

« Website » means the online pages applicable to the Program available at www.proximasoft.com or such other domain name as made available from time to time.

2. Use of service

2.1.PassPass is a service offered by ProxiPass which enables Members to conduct, amongst others, the following transactions:

1. • Be identified as a member of the Merchants reward programs and enjoy the loyalty program;

• • payment in exchange of goods and services by means of the payment options available on the App;

• • Sponsor new member; and

• • Transfer points to other members.

3.Membership of the Program

1. • Membership Eligibility

3.1.1.Only individuals who:

1. • are 18 years of age or older,

• • habitually reside in Mauritius, and

• • hold a valid National Identity Card (“NIC”) or a valid Residence Permit (“RP”) in Mauritius, and

• • are not subjet to a freezing order or on a list of sanctioned persons in Mauritius or outside.

may apply for Membership.

3.1.2.Membership is offered at our discretion and we may refuse Membership to any applicant without assigning any reason thereto.

3.1.3.The conditions of eligibility set-out in clause 3.1 must remain applicable throughout the entire duration of the commercial relationship.

1. • Membership Application

3.1.4.An individual may apply for Membership by applying online through the App downloaded from Google Play Store, IOS AppStore. All applications are completed via a digital form with no hardcopy application form required to be completed. Applications may be made at any time through the App.

3.1.5.Membership applications must state the :

1. • full name of the Member as per the National Identity Card or Passport Number (“PS”);

• • mobile number;

• • e-mail address;

• • national identity card or valid Passport Number with date of expiry;

• • address;

• • gender;

• • birth date;

• • region;

(collectively referred to as “Registration Information”).

3.1.6.ProxiPass will also proceed to the online verification of the Member’s identity by requesting a recent picture of the Member with a valid proof of identity, as per below requirements:

1. • For a Mauritian citizen, a copy of his/her national identity card,

• • For a non-Mauritian citizen, a copy of his/her passport.

3.1.7.ProxiPass shall issue to the Member a password to verify his identity and authorise access to and use of the App. Access to the PassPass Customer Service will not require login credentials.

3.1.8.The Member may initiate a request for Tokenisation of his Payment Card upon onboarding on the App or at a later stage.

3.1.9.The Member is required to follow the instructions on the App (including installation of the latest operating system/application version on his/her Smartphone), for the Tokenisation process of his/her Payment Card.

3.1.10.Where a Member is and/or deemed to be a PEP and/or associated with a PEP, the latter should disclose this information to ProxiPass by email on info@proxipass.mu. Notwithstanding section 3.2.2, the Member may be required to provide additional information to ProxiPass for onboarding and monitoring purposes

3.1.11.The NIC/PS must be unique in our system, hence only one account can be registered under the same NIC / PS number. Equally, the email address and mobile phone must be unique.

3.1.12.All Registration Information provided during enrolment and throughout your interactions with PassPass must be true and accurate. You must promptly update your Registration Information, as and when necessary to keep it true, accurate, current and complete. You are responsible for all activities related to your PassPass account and for maintaining the confidentiality of your PassPass ID and password, phone number and website.

Additionally, you must agree to these Terms and Conditions, and consent to our Data Privacy Policy to complete the enrollment process. Opting-in to our marketing communications is not mandatory, however highly recommended, as this is the channel that we will use to keep our Members updated on our Merchants, offers and special events, and Rewards which might be of interest to them.

3.1.13.A Member will be considered as registered only after the validation process of his mobile phone and email address on the App.

1. • Membership

3.1.14.Applicants registered as Members will be given a PassPass ID. No physical cards will be provided.

3.1.15.To earn or redeem Points at our Merchants, Members need to present the member QR Code available on the App at the time of purchase .

3.1.16.The QR Code is not transferable.

3.1.17.It is your responsibility to safeguard your PassPass ID and password details and ensure that it is not divulged to anyone. In the event of someone else using your PassPass ID and password to make changes to your profile or transact on your behalf, we will not be held responsible for the changes and the outcome thereof.

1. • Membership Account

3.1.18.Applicants will be admitted to Membership on the date they register. By registering, Members agree to be bound by the Terms and Conditions (as may be amended from time to time) and the information which may be posted on the App.

3.1.19.Each Member must update on the App any changes of their Registration Information such as name or preferred email or mobile contact details and, if requested by us, written proof of any such changes. Members must at any time keep updated their Registration Information on the App. The date of birth will purposefully not be editable after registration. This is to secure this key information that we might use to authenticate Members. We will also use the date of birth to ensure that we do not register members below 18 years old. If you made a mistake at registration and wish to change your date of birth, please send a copy of your NIC/PS to the contact inbox of the Program that you will find under “About us” in our App, and we will get in touch with you to process the requested change.

3.1.20.Correspondence will be sent to the Member’s email address or mobile number (as applicable) provided on the Member’s profile.

3.1.21.We will not be responsible for late, lost or misdirected mail.

3.1.22.Correspondence from Members should be sent to cs@proxipass.mu

3.1.23.It is your responsibility to keep any information that might allow access to your Membership secure. We will not be held responsible if a person is able to use your Points, Vouchers or Tokenised Payment Card on your account as a result of you not taking appropriate care of your Membership details. If you lose or accidentally reveal your Membership Number or password details, you should contact us immediately.

3.1.24.We reserve the right to audit a Member’s account and records without notice to the Member to check for compliance with these Terms and Conditions and any other applicable rules, regulations or terms and conditions.

1. • Termination of Membership

3.1.25.Membership will terminate automatically:

1. • when a Member has not earned Points, redeemed Points, or used Vouchers in 12 consecutive months and consequently all accumulated Points and Vouchers will expire; or

• • upon the death of the Member, Points accumulated but unused at the time of death shall be cancelled together with Membership to the Program; or

• • if we reasonably believe that you have committed an act of Fraud or Misconduct against us or any Merchant.

3.1.26.Members may terminate their Membership at any time by contacting our customer service and stating that they no longer wish to be a Member. Members may also terminate their Membership themselves online from their settings page on the App. Any such termination will result in the cancellation of any Points and Vouchers accumulated.

3.1.27.In case of Fraud and/or Misconduct, we may forfeit all accrued and accruing Points and Vouchers of the Member and any Rewards at the time of cancellation of the Membership.

1. • Termination of the Program

3.1.28.We may terminate the Program at any time in our sole discretion with no liability to you. If we do so, we will publish a notice on the App and/or email you to let you know.

3.1.29.If ProxiPass ends the Program, Rewards, Vouchers and/or Points accumulated but not used will expire on the date the Program ends. Accumulated but unredeemed Rewards, Vouchers and/or Points shall be void after such date.

1. • Changes to the Program

3.1.30.ProxiPass reserves the right, at its sole discretion, to update, change or replace any part of these Terms & Conditions at any time and without prior notice to Members, including but not limited to apply fees and change any other feature of the Program, including the Participating Merchants

3.1.31.The Merchant may at its discretion:

1. • end or cancel the Rewards;

• • change any Reward or benefit it offers;

• • change the requirements for earning Points or a particular Reward;

• • change the time you have within which to earn or redeem a particular Reward; and/or

3.1.32.The latest version of Terms & Conditions will be available on the App, with the date of the last update.

3.1.33.Members shall be deemed to have agreed to any modifications, withdrawal, amendment or additions to the Program if, after we have notified you of the changes, you continue to participate in the Program.

3.1.34.Members who do not wish to accept changes to the Program may terminate their Membership in the manner described in Section 3.5.2.

4.Points

1. • Earning Points

4.1.1.Being a Member, you can earn and receive Points by making qualifying purchases at any Merchant.

4.1.2.The Merchant may decide, at its sole discretion, not to allocate Points in respect of specific non-qualifying purchases.

4.1.3.A Member can start earning Points once registered and only after validation of his mobile phone and email address on the App.

4.1.4.The Points will be recorded in the Member’s account within the Wallet and you can track your Points, Vouchers and Rewards by logging into your account via the App.

4.1.5.Points cannot be redeemed until they have been recorded in the Member’s personal account. Members can track their Points by logging to their account.

4.1.6.Members can only earn Points by presenting their QR Code. Members are requested to validate the purchase providing the OTP received on his/her mobile phone to the Merchant cashier when making qualifying purchases at Merchant locations. Failure to present your QR Code or App at the time of purchase, will result in a Member not earning the eligible Points for the transaction. Furthermore, it is not possible to earn Points retrospectively for transactions in the past where the correct Membership identifier has not been provided.

4.1.7.Points are accumulated in your account in a Wallet at each Merchant, according to the amount spent at each Merchant

4.1.8.Members will earn Points on the total amount spent including VAT according to the terms set by the Merchant.

4.1.9.Points cannot be redeemed until we have recorded it in the Member’s Wallet Group. We shall endeavor to reflect any accrued Points in your account within 4 business days of your purchase.

4.1.10.Opportunities to earn extra Points may be given at our sole discretion.

4.1.11.The Merchant reserves the right to change, without prior notice, the number of Points awarded for purchases at any time during the Program.

1. • Points balance & Pending Points

4.1.12.We will update your Points balance based on the instructions received from the Merchants. If the information or instructions given by the Merchants are not accurate, you may have to contact them directly. We recommend that you monitor your Points transactions in your account to ensure that your account is accurate. PassPass is not responsible for any failure or delay of a Merchant to provide it with the necessary information to credit Points to your account.

4.1.13.ProxiPass reserves the right to hold Points relating to certain purchases (including purchases with a high possibility of the products being returned) in a pending status for up to 45 days (“Pending Points”). Pending Points will not be accounted for if you return such items within the 45 days period. After such period your account will be credited with such Points if the items are not returned.

4.1.14.We will determine in respect of which purchases we shall exercise our discretion to hold the Points as provided under this section. If we hold Points, you will be able to see them in your PassPass account as pending, but you will not be able to use them until we release them to your PassPass account.

4.1.15.We may deduct from the Points balance in a Member’s account any Points credited in error and any Points relating to a purchase which is cancelled or reversed or where a refund is given.

4.1.16.In cases of dispute about entitlement to Points, claims must be lodged with the Merchant and the account must be adjusted by ProxiPass on the platform following instruction from the Merchant.

4.1.17.Members will be able to transfer Points from one Member account to another, within the same Wallet, within a limit that can be set by ProxiPass or any regulatory authority.

1. • Points expiry

Points are valid for 12 months, Points will expire and will be removed from the account within the relevant Wallet’s balance.

1. • Redeeming Points

4.1.18.You will be able to redeem your Points for purchases made at the Merchants, by directly using Points as a payment type at the time of purchase within the same Wallet.

4.1.19.You will receive an OTP to confirm a PassPass payment transaction.

4.1.20.We reserve the right to change the conversion value of Points at our sole discretion. Members will be notified accordingly via email and on our App.

4.1.21.Points cannot be exchanged for cash and have no cash value. Points cannot be purchased, redeemed for cash or any other monetary value or currency, or used to pay any credit card or other credit device.

4.1.22.Points are not your property. Points are issued without separate payment or other consideration by you and exist at the sole discretion of PassPass as part of the Program.

4.1.23.Points may not be assigned, transferred or pledged to any third party, except as stated herein. Points may not be transferred by operation of law, such as by inheritance, in bankruptcy, or in connection with a divorce/judicial separation.

4.1.24.To redeem your Points towards your next purchase, you are required to present your QR Code or your NID/PS to the merchant’s cashier before paying, and provide to the Merchant’s cashier the OTP received on your registered mobile phone to validate your purchase. At any point of time members might be asked by the Merchant to produce their NIC or PS along with their QR Code, for secure authentication.

4.1.25.Once a Transaction is successful, it cannot be rolled back and ProxiPass shall not be liable and under no obligation to reverse the transaction.

1. • Merchants

4.1.26.You can redeem your Points by using your Points to exchange for goods or services at the Merchant;Í

4.1.27.All merchants are listed on the App with their shop address and Reward conditions.

5.Voucher

1. • The Merchant may at his sole discretion issue Vouchers and/or Exclusive Vouchers to the Member.

• • The Vouchers and/or Exclusive Vouchers is issued by the Merchant with an expiry date.

• • Upon expiry of the Voucher and/or Exclusive Voucher, the Member will lose the Voucher and/or Exclusive Voucher allocated by the Merchant and the amount may not be refunded.

• • The Voucher and/or Exclusive Voucher issued may be for a single use or multiple use.

1. • Where the Voucher is for a single use the Member will be allowed to use the Voucher or Exclusive Voucher a single time irrespective of the amount of the transaction. (e.g If the PassPass Member has a voucher of MUR 500 and purchases goods or services for an amount of MUR 400, he will lose MUR 100)

• • Where the Voucher is for a multiple use, the Member will be allowed to use the Passpass Voucher or PassPass Exclusive Voucher several times without losing the amount.

1. • To use the Voucher towards your next purchase, you are required to present your QR Code or your NID/PS to the Merchant’s cashier before paying, and provide to the Merchant’s cashier the OTP received on your registered mobile phone to validate your purchase. At any point of time members might be asked by the Merchant to produce their NIC or PS along with their QR Code, for secure authentication.

• • Once a Transaction is successful, it cannot be rolled back and ProxiPass shall not be liable and under no obligation to reverse the transaction.

6.Payment by Tokenised Payment Card

1. • Following the Tokenisation of your Payment Card, you may use the Tokenised Payment Card through the QR Code for the payment of an approved Merchant in exchange of goods and services by way of an OTP.A Member can make a payment by Tokenised Payment Card by presenting his QR Code and validating the purchase by providing the OTP received on his/her mobile phone to the Merchant cashier when making qualifying purchases at Merchant locations.

• • The Member shall follow the instructions provided on [the App] to suspend/ stop/ delete/ terminate/close the Tokenised Payment Card and not use the features thereof any longer. The Member hereby acknowledges and agrees that the termination of the Tokenised Payment Card will not terminate, suspend, close or in any other manner affect the Payment Card in plastic/ physical card/ digital form or any payment or other obligations arising therefrom.

• • Once a Transaction is successful, it cannot be rolled back and ProxiPass shall not be liable and under no obligation to reverse the transaction.

7.Technical issues / system errors

1. • As the Program operates through the Merchants’ systems and also relies on communication networks, electricity networks etc. which are beyond our control, we cannot always ensure that the Program operates at all times. However, we will make all reasonable efforts to ensure our system supports our Merchants’ operations in connection with the Program.

• • In the event of a technical error, system(s) or network failure, system upgrades at the time of a transaction, Points allocations, and/or redemptions, will not be available.

• • The Merchant may, in its sole discretion, decide to issue any Rewards relating to the Program in the circumstances referred to in paragraph Erreur ! Source du renvoi introuvable.. The Merchants may, in its sole discretion, allocate the Points after your purchase if you are authenticated at the time of reconciliation on the system using your Membership Number, NIC or PS.

8.Threshold Limit Payment

1. • A Threshold Limit may be set on the value of transactions you may carry out.

• • ProxiPass will promptly notify you of any change in the Threshold Limit set.

9.Member Data

1. • Your Profile Information

9.1.1.By becoming a Member of PassPass, you agree to provide us with your Registration Information, and to promptly update it and complete it from time to time so that it remains true, accurate and complete.

9.1.2.Any Registration Information you provide to us will be subject to PassPass Data Privacy Policy (link), as amended from time to time.

1. • Authorization for PassPass to use and share your Information

You authorize us to use and share your Registration Information and Account Activity in accordance with the PassPass Data Privacy Policy, as amended from time to time, in our sole discretion. These authorizations include, but are not limited to:

• • Sharing your Registration Information with our Merchants;

• • Using your Registration Information and Account Activity to evaluate, develop, offer and promote our Merchants’ products and services to you; and

• • Combining your Registration Information and Account Activity with that of other Members in order to create aggregated reports that we may share with our affiliates, Merchants, or other non-affiliated third parties.

1. • You can obtain a copy of the PassPass Data Privacy Policy on the PassPass app, in the section “ About Us”.

• • You hereby authorize Peach Payments Limited as provider of the Token Requestor to store, maintain and process your Payment Card data or any necessary personal data collected from you.

• • By agreeing to these terms and conditions, you hereby authorise the Merchant to issue advertisement by way of Push Notifications on the App.

• • Sharing of Personal Data with PassPass Merchants

9.1.3.Consent to Share Data : The PassPass Member may choose to share their personal data with a PassPass Merchant by providing the Merchant with a One-Time Password (OTP) received on their mobile phone. This OTP is generated following a data-sharing request initiated by the Merchant through the PassPass app.

9.1.4.Validation of Continuous Data Sharing : By providing the OTP to the PassPass Merchant, the PassPass Member expressly consents to the continuous sharing of updates to their personal data with the Merchant, unless this consent is explicitly revoked by the Member through the app or any other means outlined in these Terms and Conditions.

9.1.5.Responsibility : The PassPass Member is responsible for ensuring that the OTP is shared only with the intended Merchant. ProxiPass shall not be held liable for any incorrect or fraudulent use of the OTP.

10.Limitation on Liability

ProxiPass is not responsible for any liability due to any unauthorized use and/or fraudulent actions with your PassPass account. Except for cases of deliberate misconduct or gross negligence, ProxiPass is not liable for any loss in relation to or due to not being able to use, not being able to use in time and/or not fully able to use the QR Code and/or the App, for whatever reason. Besides, ProxiPass is not liable for any loss arising from the use and the trust in the information about the benefits of the PassPass program. In case of any alleged of fraud or misuse, ProxiPass has the right to forfeit the benefits of the QR Code and to terminate the Membership, as provided in section 3.5.1.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL ANY OF PROXIPASS ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND THEIR PROMOTION AGENCIES (“RELEASED PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE PROGRAM OR MERCHANDISE OFFERED THROUGH THE PROGRAM, EVEN IF ANY OR ALL OF THE FOREGOING OR ANY OF THEIR AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF PROXIPASS IMPROPERLY DENIES A MEMBER ANY COINS, LIABILITY WILL BE LIMITED TO THE EQUIVALENT NUMBER OF COINS. BY PARTICIPATING IN THE PROGRAM, A MEMBER WAIVES ANY AND ALL RIGHTS TO BRING ANY CLAIM OR ACTION RELATED TO SUCH MATTERS IN ANY FORUM BEYOND ONE YEAR AFTER THE FIRST OCCURRENCE OF THE KIND OF ACT, EVENT, CONDITION OR OMISSION UPON WHICH THE CLAIM OR ACTION IS BASED.

BY PARTICIPATING IN THE PROGRAM, EACH MEMBER HEREBY RELEASES THE RELEASED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, AND OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEY’S FEES) RELATING TO THAT MEMBER’S PARTICIPATION IN THE PROGRAM, USE OF COINS OR REWARDS, OR AGREEMENT TO THESE PROGRAM TERMS AND CONDITIONS. PROXIPASS IS NOT RESPONSIBLE FOR REQUESTS OR CORRESPONDENCE LOST OR DELAYED IN THE MAIL.

11.Severability

In the event that any provision of these Terms & Conditions is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms & Conditions, such determination shall not affect the validity and enforceability of any other remaining provisions.

12.Waiver

No decision of ProxiPass to refrain from exercising or enforcing, or failure to exercise or enforce, its rights under any provision of these Terms and Conditions shall constitute a waiver thereof, or a waiver of the right of ProxiPass to enforce any other provision of these Terms and Conditions, and no waiver by ProxiPass of any violation of any provision or stipulation of these Terms and Conditions shall be deemed to be a waiver of any violation of any other provision or stipulation thereof.

13.Governing Law and Jurisdiction

1. • These Terms and Conditions shall be governed by the laws of Mauritius.

• • You and ProxiPass irrevocably agree that the courts in Mauritius shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with these Terms and Conditions, its subject matter or formation.