Orbt Terms of Use

1. THE SERVICES

• Generally. Orbt operates a digital reward distribution platform that manages, distributes and facilitates the distribution of digital payouts for incentives, rewards, refunds, compensation programs offered to your employees, or customers, and other recipients and other commercial entities ("end users").
• Products. Gift cards, money cards, gaming cards and mobile top ups all of which are prepaid services available on the Orbt dashboard or API to Clients which are available from our third party service providers.
• No cash Value. Digital payouts granted by Client has no cash value, is non-transferable, and cannot be withdrawn.
• Fees. Unless otherwise agreed by the parties, the Services are subject to the fees set forth on your Orbt dashboard as agreed by a separate Agreement.
• Eligibility. Only business entities are eligible to apply for a Orbt Account and use the Services. Client must be in good standing in the jurisdiction/state/country in which you are organized. You are solely responsible for complying with all laws and regulations that are applicable to your business and your use of Orbt products, including consumer privacy laws and data security laws.
• Your Representative. You and your Representative each affirm to Orbt that (a) your Representative is authorized to provide Client identifying information on your behalf and to bind you to this Agreement; and (b) your Representative is an executive officer, senior manager or otherwise has significant responsibility for the control, management or direction of your business. Orbt may require you or your Representative to provide additional information or documentation demonstrating your Representative's authority.
• Age. Your Representative must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where your Representative resides and from which you use the Services to open a Orbt Account.
• Use Only for Business Purposes. You confirm that you are receiving any Services provided by Orbt for the purposes of carrying on a business activity and not for any personal, household or family purpose.
• Supported Jurisdictions. While Orbt offers the Services throughout the world, it does not operate in all jurisdictions. We reserve the right to reject your request to create a Orbt Account in the event you are located (or primarily operate) in a jurisdiction we do not serve. Orbt reserves the right to change this at any time.
• Orbt abides by the US Sanctioned list of countries or any other updated list for sanctioned countries.

2. ACCEPTANCE OF AGREEMENT

By accessing and/or using the Services, you acknowledge that you have read, understood, and agree to be bound by the following terms of conditions set forth in this Agreement. If you do not agree with these terms and conditions, you may not access or use the Services.

3. ORBT PRIVACY POLICY

Please read the Orbt Privacy Policy carefully for information relating to our collection, use, and disclosure of your personal information. By accessing or using the Services you agree to Orbt's Privacy Policy.

4. USER CODE OF CONDUCT

The Services are for your personal and/or commercial use only. In accessing and using the Services, you agree that you will not:

• Breach this Agreement or any other agreement between you and Orbt or violate any Orbt policy.
• Access or use any part of the Services for any non-personal, commercial purpose
• Access or use the Services for any illegal purpose or violate any law, statute, ordinance, or regulation.
• Deliver any unsolicited advertisement, promotional materials, junk email, bulk email ("spam"), chain letters, surveys or contests.
• Deliver any unlawful postings to or through the Services.
• Deliver any posting containing material that could be considered harmful, obscene, pornographic, indecent, violent, abusive, profane, insulting, threatening, harassing, hateful or objectionable.
• Impersonate another person or entity or misrepresent your affiliation.
• Attempt to gain unauthorized access to the Services.
• Make false or misleading claims or promises about the Orbt Services.

5. AMENDMENT

We may amend this Agreement from time to time by posting a revised version online and sending notice to the email associated with your Orbt Account. Any changes will become effective upon the earlier of: (a) your first use with actual notice of such changes, or (b) 30 days after we post the revised Agreement. If you do not agree to the revised terms, you are not permitted to use the Services.

6. API TERMS AND OTHER TERMS

Clients that use the Orbt API are also subject to our API Terms. Clients that offer the Services to their end users may also be subject to other terms.

7. ADDITIONAL SERVICES

Orbt may offer Client additional services. Such additional services may be offered by Orbt or a third-party vendor and may be subject to additional terms and conditions. ANY ADDITIONAL SERVICE IS OFFERED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY.

8. COOPERATION BY CLIENT

Client acknowledges that the successful and timely rendering of the Services will require the good faith cooperation of Client. Accordingly, Client will fully cooperate with Orbt, including by providing Orbt with all information necessary or appropriate to Orbt's performance of the Services, as reasonably requested by Orbt.

9. FAILURE TO COOPERATE

Client acknowledges and agrees that Orbt will not be liable for a failure to perform or delay in the performance of any Services if such failure or delay is caused by Client failing to timely perform its obligations or to provide Orbt with the requisite information or cooperation.

10. ACCESS

THOUGH Orbt STRIVES TO PROVIDE CONSISTENT SERVICE AND ACCESS, Orbt DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, THAT THE SITE OR THE SERVICES SATISFY ALL OF CLIENT'S REQUIREMENTS OR WILL BE UNINTERRUPTED, ERROR-FREE OR FREE FROM HARMFUL COMPONENTS.

11. UPDATES

Orbt may make Updates to the Site or the Services from time to time, in its sole discretion and without notice to Client, provided that no such Updates will materially, adversely impact the availability of the Site, the Services, or any Redemption Options.

12. ORBT ACCOUNT

Client will provide Orbt with all information we require to create a Orbt Account. Orbt will periodically check the information you provide. You authorize Orbt to make inquiries necessary to verify your identity or protect against fraud. Client confirms that the information is accurate and authentic. The end user is designated by the Client to receive and redeem digital rewards. End user shall be able to: (1) View digital rewards and bonuses; (2) Redeem assigned digital payouts across available third party products; (3) Track historical transactions; and (4) Update delivery details.

13. AUTHORIZED USERS

Client may authorize certain officers, employees, and representatives to access its Orbt Account (each, an "Authorized User"). Orbt is not responsible for authenticating the identity of any Authorized User. Client is fully responsible for all activity that occurs on its Orbt Account. If Client believes its Orbt Account has been compromised, Client must immediately contact Orbt Customer Support.

14. ORBT ACCOUNT ACCESS

Orbt may, in its sole discretion, deny or limit access of any Authorized User to the Orbt Account or suspend the Orbt Account. In the event Orbt denies, limits, or suspends access, it will promptly notify Client of such action and the reasons therefore.

15. USE OF SITE AND SERVICES

Client may access and use the Services through the Site and your Orbt Account. When using the Site, Client will: only use the Site to engage with the Services; not distribute, sell, lease, or sublicense any rights to a third party; not reverse engineer, decompile, or create derivative works of the Site or Services; not attempt to tamper, hack, or corrupt the security or functionality of the Site or the Services.

16. FEES AND PAYMENTS

Client will pay Orbt the Face Value of all transactions sent minus any applicable discounts, plus any additional fees as set forth on the Orbt Pricing Page. Payout links are valid for sixty (60) calendar days from issuance. End user balances expire after ninety (90) days. Client may transfer funds to a bank account designated by Orbt. If a client's account remains inactive for more than 180 consecutive days with a remaining balance, the balance will be forfeited. Client has sole responsibility for determining and remitting applicable taxes.

17. PAYOUTS

Client may purchase and send Payouts via the Orbt Account. Client must specify the value and Recipient for each Payout. At no time shall the Client send total Payouts exceeding US$1,000 (or equivalent) to any single Recipient within a single day.

18. REDEMPTION OPTIONS

Client may select which Redemption Options to provide to Recipients. Options include Digital Prepaid Money Cards (Visa or Mastercard) and Digital Gift Cards, each subject to additional terms and conditions disclosed at the time of redemption.

19. CANCELLATIONS AND REFUNDS

Orbt has no obligation to cancel, refund, redirect or transfer any Payout. If the Payout has already been redeemed or if Orbt is unable to cancel or redirect the Payout, Client remains responsible for the payment, unless there was gross negligence or willful misconduct by Orbt.

20. REFUND POLICY

All sales are final once a transaction has been processed by the Client and redeemed by the end user. Orbt operates a strict no-refund policy on prepaid products and services. Refunds may only be considered upon mutual agreement or at Orbt's sole discretion in cases where an error has occurred. Refund requests must be submitted to support@orbt.com. Orbt reserves the right to investigate and determine the validity of any claims.

21. REPRESENTATIONS AND WARRANTIES

Client represents and warrants that it is duly incorporated and in good standing; has all necessary corporate power and authority; this Agreement constitutes a legal, valid, and binding obligation; and it will implement appropriate safeguards to protect the Site and Services.

22. DATA OWNERSHIP AND USE

Client will exclusively own all rights in Client Materials. Orbt will exclusively own all rights in Usage Data. When you provide Personal Data to Orbt, Client must provide all necessary notices and obtain all necessary rights and consents from applicable individuals.

23. INTELLECTUAL PROPERTY

Client grants Orbt a non-exclusive, royalty-free license to use Client's Marks during the Term. Orbt will exclusively own all rights in the Orbt Marks, Services, Site and Deliverables. To the extent any rights vest in Client, Client hereby irrevocably assigns to Orbt all worldwide right, title, and interest therein.

24. TERM AND TERMINATION

This Agreement will continue until terminated. Client may terminate at any time by closing your Orbt Account. Orbt may suspend or terminate your access for any reason, including if we believe you have violated this Agreement. Upon termination, Client will pay Orbt for all fees related to Services performed but not yet paid. The termination will not impact the rights of Recipients with respect to Payouts distributed prior to termination.

25. INDEMNIFICATION

TO THE FULLEST EXTENT PERMITTED BY LAW, CLIENT AGREES TO INDEMNIFY AND HOLD Orbt, ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, DUE TO OR ARISING OUT OF YOUR USE OF THE SERVICES, THE VIOLATION OF THIS AGREEMENT BY CLIENT, OR VIOLATION OF ANY APPLICABLE LAW.

26. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, Orbt SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. Orbt'S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES CLIENT HAS PAID TO Orbt IN THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM.

27. DISCLAIMER OF WARRANTIES

THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Orbt EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

28. CHANGES TO SERVICES AND PRICING

Orbt may change any pricing, fees, and charges if it deems such change reasonably necessary. Orbt will notify Client of any change at least five (5) days prior to such change.

29. CLIENTS PAYMENTS METHOD

Payments to Orbt are made by bank wire transfer or by manually issued links or any other external payment methods apart from credit/debit card transactions. Orbt may require additional documentation to verify your information.

30. INACTIVE ACCOUNTS

Your account will be deemed inactive if you have over 180 days of inactivity. Any unused balance will be removed. Amounts deposited have no cash value and may not be refunded. Questions may be addressed to support@orbt.com.

31. Entire Agreement

This Agreement constitutes the entire agreement and understanding of the parties with respect to the Services and supersedes all prior agreements.

32. Notice

Any notice required by Orbt may be provided by email, a posting on the Site, or other reasonable means. Notice will be deemed given when Orbt sends emails to the address associated with the Orbt Account.

33. Electronic Communications

By accepting this Agreement or using any Service, you consent to electronic communications.

34. Waiver

To be effective, a waiver must be in writing signed by the waiving Party. The failure of either Party to enforce any provision will not constitute a waiver of that Party's rights to subsequently enforce the provision.

35. Force Majeure

Orbt will not be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, terrorism, labor stoppage, internet failures, civil unrest, war, or any other event beyond Orbt's reasonable control.

36. Assignment

You may not assign or transfer any obligation or benefit under this Agreement without Orbt's consent. Orbt may, without your consent, freely assign and transfer this Agreement.

37. No Third Party Beneficiaries

No person or entity who is not a party to this Agreement will have any right to enforce any term hereof.

38. Relationship of the Parties

Nothing in this Agreement will be construed to make either Party partners, joint venturers, principals, agents, or employees of the other. Neither Party will have any right to bind the other.

39. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the Emirates of Dubai, without regard to any choice of law or conflicts of laws provisions. You agree to submit to the jurisdiction of the United Arab Emirates.

40. Press Releases

All media releases and public announcements relating to this Agreement will be coordinated with and approved by the other Party prior to release, except that Orbt may identify Client as a customer on the Site without further approval.

41. Legally Obligated Disclosures

If Client determines that disclosure is required to meet legal or regulatory requirements, it will promptly inform Orbt and coordinate such disclosure with Orbt.

42. Joint Marketing

Client will cooperate with Orbt on joint marketing, including events, customer success stories and case studies, as mutually agreed upon.

43. Severability

In the event that any part of this Agreement is deemed invalid or unenforceable, such provision will be deemed omitted. The remainder will remain in full force and effect.

44. Survival

All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement will survive.

45. TRANSLATION

This Agreement will be available in the Arabic language. To the extent of any inconsistencies between this English Agreement and the Arabic version, the English version will prevail.

46. DEFINITIONS

• "API Credentials" means the log-in information to access the Orbt API.
• "Face Value" means the value of the Payout at the time it is distributed to the Recipient.
• "Gift Card" means a device redeemable for goods and services at a retailer.
• "Order" means each instance in which Client instructs Orbt to distribute Payouts.
• "Payout" means a set value made available to a specific Recipient for redemption through the Site.
• "Payout Link" means a unique identifier that allows Recipient to redeem a Payout through the Site.
• "Personal Data" means any information relating to an identifiable natural person.
• "Recipient" means the person to whom a Payout is sent, as designated by Client.
• "Redemption Options" means the choices available to a Recipient to receive his or her Payout.
• "Services" has the meaning set forth in the preamble.