A. INTRODUCTION

This App is owned and operated by Fonepoints Pvt. Ltd. and/or its affiliates and authorized service provider (hereby known as “we”, “us” or “Company”).

We are an online network for issuance and redemption of loyalty points, and these are the terms governing your access and use of the App along with its related services and tools (the “App”). By using the App, you hereby accept these terms and conditions (including the linked information herein) and represent that you agree to comply with these Terms of Use (the “Terms”). This User Agreement is deemed effective upon your use of the App which signifies your acceptance of these terms. If you do not agree to be bound by this User Agreement please do not access, register with or use this App.

This is a legally binding agreement between you (either an individual or a single entity) referred to herein as “You” and Fonepoints Pvt. Ltd.

It is illegal and strictly prohibited to distribute, publish, offer for sale, license or sublicense, give or disclose to any other party, the App in hard copy, digital form or any other medium whether existing or not yet existing, except as specifically permitted below.

The App reserves the right to change, modify, add, or remove portions of this Terms at any time without any prior notification. Changes will be effective when posted on the App with no other notice provided. Please check these Terms regularly for updates. Your continued use of the App following the posting of changes to this Terms constitutes your acceptance of those changes.

B. CONDITIONS OF USE

1. YOUR ACCOUNT

To access certain services offered by the Company, we may require that you create an account with us or provide personal information to complete the creation of an account. We may at any time in our sole and absolute discretion, invalidate the username and/or password without giving any reason or prior notice and shall not be liable or responsible for any losses suffered by, caused by, arising out of, in connection with or by reason of such request or invalidation.

You are responsible for maintaining the confidentiality of your user identification, password, account details and related private information. You agree to accept this responsibility and ensure your account and its related details are maintained securely at all times and all necessary steps are taken to prevent misuse of your account. You should

inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorized manner. You agree and acknowledge that any use of the App and related services offered and/or any access to private information, data or communications using your account and password shall be deemed to be either performed by you or authorized by you as the case may be. You agree to be bound by any access of the App and/or use of any services offered by the Company (whether such access or use are authorized by you or not). You agree that we shall be entitled (but not obliged) to act upon, rely on or hold you solely responsible and liable in respect thereof as if the same were carried out or transmitted by you. You further agree and acknowledge that you shall be bound by and agree to fully indemnify us against any and all losses arising from the use of or access to the App through your account.

Please ensure that the details you provide us with are correct and complete at all times. You are obligated to update details about your account in real-time by accessing your account online. For pieces of information, you are not able to update by accessing Your Account on the App, you must inform us via our customer service communication channels to assist you with these changes. We reserve the right to refuse access to the App, terminate accounts, remove or edit content at any time without prior notice to you. We may at any time in our sole and absolute discretion, request that you update your Personal Data or forthwith invalidate the account or related details without giving any reason or prior notice and shall not be liable or responsible for any losses suffered by or caused by you or arising out of or in connection with or by reason of such request or invalidation. You hereby agree to change your password from time to time and to keep your account secure and also shall be responsible for the confidentiality of your account and liable for any disclosure or use (whether such use is authorized or not) of the username and/or password.

2. CHARGES

The Company does not charge its users any fee for using the App and its services. However, we reserve the right to change the fee policy from time to time as per applicable law.

3. LIMITED LICENSE

You are granted a limited, non-exclusive, non-transferable right to access the App and its services online with your personal user account, for your own use, provided that your use does not render the App accessible to other users through local or internet networks or other methods. Only the individuals that are provided with a user account, as indicated by the use information provided, will have the license to access the App. The license granted herein shall remain in effect for the duration of existence of your account but shall terminate upon your use of the App beyond the scope licensed herein or upon your violation of any terms or condition hereof.

All protections with which Company is provided under this Terms shall survive the termination of your license to use the App.

4. PROPRIETARY RIGHTS

The Company and its suppliers retain all title, ownership, and intellectual property rights in the App, including but not limited to all supporting documentation, files, marketing material, images, multimedia, and applets. The App is protected by copyright and other intellectual property laws and by international treaties. The App may include security measures designed to control access and prevent unauthorized copying and use. You agree not to interfere with any such security components. The Company permits you to use or otherwise benefit from the functionality or intellectual property of the App only in accordance with the terms of this TERMS. The use of third-party material included in the App may be subject to the terms and conditions typically found in the party’s own license agreement.

5. CONTINUED AVAILABILITY

We will do our utmost to ensure that access to the App is consistently available and is uninterrupted and error-free. However, due to the nature of the Internet and the nature of the App, this cannot be guaranteed. Additionally, your access to the App may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services at any time without prior notice. We will attempt to limit the frequency and duration of any such suspension or restriction.

We shall have no liability for any claims including without limitation damages for loss of profits or revenues, business interruption, loss of business opportunities, loss of data or loss of other economic interests, whether in contract, negligence, tort or otherwise, arising from the unavailability of the App or its services by the Company at any time.

6. YOUR UNDERTAKINGS

You agree and undertake perform the following activities:

(i) comply with all the terms and conditions described herein or any other guideline and policies related to the use of the App;

(ii) not to impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity;

(iii) not to or attempt to gain unauthorized access to or otherwise interfere or disrupt other computer system or networks connected to the App;

(iv) not to use the App for illegal purposes;

(v) comply with and maintain all required pre-requisites for the running of the App as described in the details during subscription;

(vi) ensure that all the information or data entered into the App are true; and

(vii) not to use or upload, in any way, any App or material that contains, or which you have reason to suspect that contains, viruses, damaging components, malicious code or harmful components which may impair or corrupt the App’s data or damage or interfere with the operation of another user’s computer or mobile device or the App and use the

App other than in conformance with the acceptable use policies of any connected computer networks, any applicable internet standards and any other applicable laws.

7. CONFIDENTIALITY

Each party agrees that it shall not disclose to any third party any information concerning the customers, trade secrets, methods, processes or procedures or any other confidential, financial or business information of the other party which it learns during the course of its performance of this TERMS, without the prior written consent of such other party. This obligation shall survive the cancellation or other termination of this Terms. The App contains trade secrets and proprietary know-how that belong to the Company, and it is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE APP, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS TERMS, MAY BE ACTIONABLE AS A VIOLATION OF COMPANY’S INTELLECTUAL PROPERTY RIGHTS.

8. NON-TRANSFER OF RIGHTS

You may not rent, lease, sell, sublicense, assign or transfer your rights in the App, or authorize any portion of the App to be copied onto another individual or legal entity’s computer or mobile phone.

9. RESTRICTIONS

You may not:

(i) modify or create any derivative works of the App or documentation, including customization, any modifications or enhancements, translation or localization without the Company’s express written consent;

(ii) reverse engineer, decompile, disassemble, make or otherwise attempt to derive the source code of the App, or the underlying ideas or algorithms of the App;

(iii) attempt to gain unauthorized access to the Company servers or any other service, account, computer system or network associated with the App or with the Company, its affiliates, agents, partners and customers;

(iv) remove or alter any trademark, logo, copyright or other proprietary notices or symbols in the App;

(v) block, disable, or otherwise affect any advertising, banner window, tab, link to websites and services, or other features that are part of the App;

(vi) incorporate, integrate or otherwise include the App or any portion thereof into any other app, program or product;

(vii) provide false information when registering the App;

(viii) digitally transmit or make available the App or its content through local networks, intranets, extranets, FTP, online discussion boards, forums, list-serve, peer-to-peer networks or technologies, newsgroups, bulletin boards, or any other mode of shared

communication system, or place the App onto a server so that it is accessible via a public network such as the Internet;

(ix) use the App in any way that violates this Terms or any law; or

(x) authorize or assist any third party to do any of the things described in this section.

10. APP UPDATES

The Company may update the App and/or any of its components at any time at its sole discretion. By using the App, you consent to such App updates, modifications, and/or patches that address issues such as security, interoperability and performance. Your use of the updates shall be governed by this Terms unless You are asked to agree to a new Terms at time any other time.

The App is configured to automatically check for updates. By using the App, you consent to receive App updates, modifications, and/or patches that address issues such as security, interoperability, and performance. Your use of the updates shall be governed by this Terms unless you are asked to agree to a new Terms at the time of download or installation.

11. PRIVACY

• APP IMPROVEMENT PROGRAM. By participating in the Fonepoints App Improvement Program, you allow the Company to collect anonymous information relating to your use of the App, such as the frequency of your use of the App and of certain features, and information on errors occurring during your use of the App. This anonymous usage data will be used to diagnose performance issues and improve the reliability of the App and its features. This data will not be tied to any information that would personally identify you.
• PERSONAL INFORMATION. During the installation process, or at some time thereafter, you may be asked to provide certain information that will be used to personalize certain documents, send you Company information via email or mail, and customize some information presented to you through the App. Both personal and non-personal information collected by the App is safeguarded according to the market standard privacy and data protection and will not be shared or given without your consent as described in our Privacy Policy (available at [https://fonepoints.com/privacy-policy]).

12. TRADEMARKS AND COPYRIGHTS

Our graphics, logos, page headers, button icons, scripts and service names are the trademarks or trade dress and may not be used in connection with any service that does not belong to us or in any manner that is likely to confuse customers, or in any manner that disparages or discredits us. All other trademarks that appear on this App are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

All intellectual property rights, whether registered or unregistered, in the App, information content on the App and all the website design, including, but not limited to text, graphics, App, photos, video, music, sound, and their selection and arrangement, and all App

compilations, underlying source code and App shall remain our property. The entire contents of the App also are protected by copyright as a collective work under Nepalese copyright laws and international conventions. All rights are reserved.

13. LIMITATION OF LIABILITY

EXCEPT AS REQUIRED BY LAW, THE COMPANY AND ITS EMPLOYEES, DIRECTORS, LICENSORS, CONTRIBUTORS AND AGENTS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS TERMS OR THE USE OF OR INABILITY TO USE THE APP, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, AND COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED. COMPANY'S LIABILITY UNDER THIS TERMS IS LIMITED TO CURING THE DEFECT OF THE APP.

14. DISCLAIMER OF WARRANTY

YOU ACCEPT THE APP “AS IS” AND WITH ALL FAULTS (IF ANY). COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY MAKES NO WARRANTY OR REPRESENTATIONS WHATSOEVER REGARDING THE CONTENT OF THE APP AND YOUR USE OF THE APP, OR THE SUITABILITY OF THE APP TO MEET YOUR SPECIFIC NEEDS.

The Company makes no warranties with respect to the App as described above and as such, there should be no reason for you to bring any grievance against the Company. However, if you do bring any action, claim, suit, threat or demand against Company, and you do not substantially prevail, you shall pay the Company’s entire attorney fees and costs attached to such action. In the same token, if the Company is forced to take legal action to enforce this Terms or any of its rights described herein or under laws of Nepal, you will pay the Company’s attorney fees and costs.

15. VIOLATIONS OF THIS TERMS

The Company reserves all rights not specifically granted to you above. The Company will have the right to proceed against you in the event that you infringe against the Company’s rights. Any use not within the precise scope of the license set forth herein will be considered an infringement. You acknowledge and agree that the Company’s damages in the event of your violation of this Terms will be substantial and that the Company will suffer irreparable harm in such event. As such, the Company shall have the right to obtain equitable remedies, including but not limited to recovery of damages, obtaining injunctions, recovering statutory damages, recovering attorney fees, and any other available legal remedy.

16. TERMINATION

The Company shall have the sole and exclusive right to immediately terminate this Terms and suspend your license to use the App should you fail to perform any obligation required under this Terms, engage in activity that the Company deems harmful to its well-being or if you become bankrupt or insolvent. These Terms takes effect upon your registration of the App and remains effective until terminated.

Upon any termination of this Agreement, you shall immediately cease all access to, and use of the App and we shall, in addition to any other legal or equitable remedies, immediately revoke all password(s) and account identification issued to you and deny your access to and use of this App in whole or in part. Any termination of this agreement shall not affect the respective rights and obligations (including without limitation, payment obligations) of the parties arising before the date of termination. You furthermore agree that the App shall not be liable to you or to any other person as a result of any such suspension or termination. If you are dissatisfied with the App or with any terms, conditions, rules, policies, guidelines, or practices in operating the App, your sole and exclusive remedy is to discontinue using the App.

17. WAIVER & SEVERABILITY

The Company’s waiver of any breach of this Terms shall not constitute an amendment to this Terms or Company’s waiver of subsequent breaches. If any part of this Terms is found void and unenforceable, it will not affect the validity of the balance of this Terms, which will remain valid and enforceable according to its terms.

18. ELECTRONIC NOTICES

You consent that Company may provide you with information and notices regarding the App and the Company via the email address you designate when installing the App or thereafter. Company may provide notices to you via (i) email if you have provided Company with a valid email address, or (ii) by posting the notice on the App which Company owns and operates. You may withdraw your consent for electronic notices.

19. AMENDMENTS

The Company reserves the right to unilaterally amend all offers, pricing terms or other matters pertaining to the App, Company’s website or these Terms. No course of dealing or trade usage shall be deemed to amend the terms of this Terms.

20. AGE ELIGIBILITY

This App is not intended for individuals under the age of 18, of unsound mind or with intellectual disability.

21. GOVERNING LAW

These Terms are governed by and construed in accordance with the laws of the Federal Democratic Republic of Nepal. You agree, as we do, to submit to the exclusive jurisdiction of the courts of Nepal.

22. ENTIRE AGREEMENT

This is the entire Terms between Company and you relating to the App and it supersedes any prior representations, discussions, undertakings, warranties, communications or advertising relating to the App.

23. CONTACT US

You may contact us here 015970744.