TERMS AND CONDITIONS

Project Lima Opco Pte. Ltd. (“Laguna” or “we”) offers the Laguna Earn Program (the “Program”) to allow Members to earn Rewards from Qualifying Activities completed through our websites, applications, and other related properties (collectively, the “Laguna Properties”) subject to these terms and conditions (“Agreement”). This Agreement constitutes a legally binding agreement between each individual who enrolls in the Program or otherwise uses any of the Laguna Properties (“Member” or “you”).

By enrolling in the Program or using any Laguna Property, you acknowledge that you have read and understood this Agreement and agree to be bound by all of its terms, including the arbitration clause below to resolve any disputes with Laguna. Laguna may modify this Agreement from time to time, with or without notice, and your continued use of the Laguna Property after such modification shall be deemed your acceptance of any such modification. If you do not agree to any modification of this Agreement or do not comply with this Agreement, you must immediately cease use of the Laguna Properties, and will forfeit all right and claim to all Rewards corresponding to your Account.

Please refer to Laguna’s Privacy Policy for information on how Laguna and its vendors and partners collect, use and disclose information from its Members. By agreeing to this Agreement or using the Laguna Properties, you agree to our collection, use and disclosure of your information and that we have provided you notification of our privacy practices in our Privacy Policy, a copy of which is at: [ADDRESS] and which is hereby incorporated in this Agreement by reference (the “Privacy Policy”).

1. About This Policy

To become a Member, you must be at least 18 years old and provide authentication information for Laguna to create your Program account (“Account”). Each individual person is limited to one Account. The Account is not a financial account and does not carry a balance in fiat, cryptocurrency, or in any other fiat on your behalf; it merely (1) records a general unsecured commercial obligation to you by Laguna for Rewards, and (2) allows Laguna to coordinate your participation in the Program. To redeem certain Rewards and use services offered by our Programs, you may elect to or have to provide us additional information.

2. Our Program

2.1 Laguna Earn Program

By participating in the Program, a Member can engage with retailers, brands, merchants, and other partners participating in the Program (“Program Partners”) and completeQualifying Activities. Laguna receives a fee from the Program Partner for each Qualifying Activity (as defined below) a Member completes through the Program. Laguna in turn provides to its Members areward which may be in the form of cryptocurrency, fiat, cash, gift card, credit, statement, balance, refund or other reward (“Reward”) after completion of the conditions hereunder and other terms and conditions provided by the applicable Program Partner (“Laguna Earn Program”). Participation in the Program, the opportunity to earn Rewards and the value you receive in Rewards are offered at the sole discretion of Laguna and subject to your compliance with this Agreement. Laguna may change or update the terms governing your participation in the Program and eligibility to earn Rewards at any time.

By agreeing to these terms, you represent that you understand that you do not have right, legal title or a security interest in any particular assets of Laguna, and you understand and agree that the only remedies available to you for controversies arising from this Agreement or your use of Laguna Properties or your participation in the Program generally will be at law and as a general unsecured creditor. UNDER THE PROGRAM, YOU ARE SOLELY AND EXCLUSIVELY ENTERING INTO A CONTRACT WITH LAGUNA, AND NOT WITH ANY PROGRAM PARTNERS, PURSUANT TO WHICH ANY PAYMENT MADE BY A PROGRAM PARTNER TO LAGUNA, WHETHER AS A CONSEQUENCE OF YOUR COMPLETION OF A QUALIFYING ACTIVITY, AND ANY SUCH PAYMENT IS THE EXCLUSIVE PROPERTY OF LAGUNA.

2.2 Program License

Subject to this Agreement, we hereby grant you a non-exclusive, non-transferable license (without the right to sublicense) to access and use the Laguna Properties for your personal use to access the Program. You agree that you obtain no rights other than the rights and licenses expressly granted in this Agreement. Laguna reserves the right to change, upgrade, or discontinue the Program and any Laguna Property or any feature of the Program or the Laguna Properties, at any time, with or without notice. All rights not expressly granted under this Agreement are reserved by Laguna or its licensors.

2.3 Program Restrictions

You agree that you will not, and will not permit others to: (i) attempt to or otherwise damage, interfere with or unreasonably overload the Laguna Properties or Program; (ii) introduce into the Laguna Properties any code intended to disrupt the Program; (iii) alter or delete any information, data, text, links, images, software, chat, communications and other content available through the Laguna Properties (collectively, “Content”); (iv) access the Program or the Laguna Properties by expert system, electronic agent, “bot” or other automated means; (v) use scripts or disguised redirects to derive financial benefit from Laguna; (vi) modify, reverse engineer, reverse assemble, decompile, copy or otherwise derive the source code of any Laguna Property for any reason; (vii) rent, sell or sublicense the Laguna Properties; (viii) provide any unauthorized third party with access to the Program; (ix) access confidential Content through the Laguna Properties; (x) interfere with the operation of the Program, including, but not limited to, distribution of unsolicited advertising or mail messages and propagation of computer worms, digital ledger technology “mining” programs or similar, and viruses; (xi) post any material in any form on the Laguna Properties or within the Program that is disparaging to Laguna or its agents, is defamatory, obscene or otherwise unlawful or violates any third party’s right of privacy or publicity; (xii) infringe any third party’s patent, copyright, service mark, trademark or other intellectual property right of any kind or misappropriate the trade secrets of any third party in connection with your use of the Program or the Laguna Properties; (xiii) engage in any activity that does not comply with applicable law and regulations or otherwise engage in any illegal, manipulative or misleading activity through the use of the Program; (xiv) use the manual or automated software, devices or other processes to “scrape,” “crawl,” “spider” or index any page of Content from the Laguna Properties; or (xv) attack the Laguna Properties via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing.

3. Rewards

3.1 Qualifying for Rewards

Laguna allows you to participate in our Program to interact with our Program Partners to purchase from qualifying brands or completing various activities or offers including but not limited to taking surveys, polls or questionnaires, entering contests, participating in promotions, playing or participating in games or activities, entering into competition or tournaments or engaging in any other activity as described in or made available or linked through the Laguna Properties (“Offers”). We may grant a Member a Reward upon the Member’s completion of such Offer, subject to such Member’s compliance with these terms and conditions and any terms and conditions provided by the Program Partner (“Qualifying Activity”).

To earn Rewards from completing a Qualifying Activity as part of the Program: (a) you must be signed in to one of the Laguna Properties, (b) complete the Qualifying Activity within the Laguna Properties or linked website, application or program as Laguna may specify from time to time or as otherwise authenticated or verified by Laguna; and (c) you must not intentionally or unintentionally (i) disrupt or (ii) enable any blocking or masking capabilities or settings for any of Laguna’s tracking mechanisms or technologies it implements, requires or uses to track or verify your performance or completion of the Qualifying Activity, participation in the Program, Rewards earned or accumulated to manage your Account, interactions with Program Partners or use of the Laguna Properties (“Verification Technology”). You agree that Laguna will not be liable for any failure to accrue your Rewards due to your own or any third party’s (including any upstream network provider or intermediary) disruption or disabling of any Verification Technology applicable to your participation in the Program or use of the Laguna Properties.

Laguna does not guarantee that any particular Offer,Qualifying Activity or Reward will be available for any given product, service or activity for any specific Member at any moment. DifferentRewards orOffers may be available only to certain Members. Qualifying Activities for which Rewards are or will be available are subject to change without notice. Laguna reserves the right to change, remove, discontinue or otherwise alter the available Offer,Qualifying Activity or Reward at any time and the value of the Reward.Reward amounts may vary by Program Partner and Qualifying Activity and may contain exclusion in the terms of theOffer. Please review these terms carefully and any other terms provided in connection with eachOffer.

3.2 Redeeming Rewards

3.2.1 Requirements

As a condition of redemption and payment of a Reward, you must be and have complied with this Agreement and establish and maintain an Active Account with the information necessary to process your redemption or payment of yourReward, which may include but is not limited to: a verified and valid email address at which you can receive email, a valid payment address or Bank Account, a wallet address, your first and last name, and a password to protect your Account. You further agree to provide any additional information we may reasonably request to verify your identity or the legitimacy of yourQualifying Activity as a condition for receiving payment. Laguna shall not redeem any Reward unless the accrued Reward value in the Account reaches at least $15 Singapore Dollars, which is subject to change at any time at the sole discretion of Laguna.

3.2.2 Payments

Laguna reserves the right to delay the redemption or payment of the Reward for, or any subsequent payout based upon completion of any underlying Qualifying Activity based on changes to the corresponding Program Partner policies at any time. Laguna also reserves the right to modify the redemption or payment schedule at any time and methods of redemption or payment available to a Member. Laguna may at its discretion issue a temporaryReward while it researches improperly recorded or verifiedQualifying Activities with Program Partners; Laguna also reserves the right to reverse such a grantedReward. Laguna also reserves the right to reverse the granted Reward if it is found that the Program Partner will not pay or compensate Laguna for the corresponding Reward. Laguna is not responsible for payments delivered to the wrong payment or redemption information through no fault of Laguna, or for redemption or payment errors made by any bank or financial institution or third party payment platform, or for any failure of any payment network or service.

3.2.3 Account Adjustments

In our sole discretion, we may deductRewards from your Account to make adjustments for incompletions or errors inQualifying Activities. Any such adjustments, however, will be made in accordance with this Agreement, any applicable Laguna policies and terms, the terms of aProgram Partner for its correspondingOffers, and any and all applicable laws, rules, and regulations. The determination of whether aQualifying Activity was completed and meets the requirements of the Program in order to qualify for Rewards is at the sole discretion of Laguna. If aProgram Partner fails to report aQualifying Activity to Laguna or fails to pay Laguna for any reason, Laguna reserves the right to cancel theRewards associated with that transaction. It is your responsibility to check your Account regularly to ensure thatRewards have been properly attributed and accrued, and that your Account balance is accurate. Should you disagree with any adjustments made to your Account or payments made to you, you agree that your sole remedy is to withdraw from the Program. Laguna reserves the right to adjust and deduct Rewards in your Account to satisfy any tax liabilities, exchange fees, or administration costs associated with your use of the Program.

3.2.4 Taxes

You may be taxed on your receipt of the payout or redemption of Rewards depending on the tax laws of the relevant jurisdictions. You agree that you will be solely responsible for any and all tax liability arising out of the consideration received in connection with the Program. If you have not satisfied any tax liability that may arise in connection with consideration received out of your use of the Program, Laguna reserves the right to adjust and deduct the amount or value of the Rewards in your Account to reflect such liability.

3.3 Bonuses & Other Rewards

Laguna may elect to offer bonuses orrewards for referring new Members to the Program (“Bonus”). The terms and conditions accompanying such Bonuses will govern how they are earned and paid if the terms and conditions differ from this Agreement. Laguna reserves the right to withhold, deny, or cancel any Bonuses and/or terminate your Account if Laguna, in its sole discretion, deems any Bonus as fraudulent, abusive, unethical, suspicious, or otherwise inconsistent. This includes but is not limited to the act of self-referring multiple accounts, whereby a Member refers themselves at more than one email address to obtain multiple signup Bonuses.

4. Laguna Properties

4.1 Platforms

Laguna may make the Program available through our website at http://www.laguna.network (“Laguna Site”) and a mobile app for officially supported mobile operating systems, currently iOS or Android, subject to update occasionally (“Laguna Mobile App”).

4.2 Laguna Properties-Specific Terms

Your use of the Laguna Properties may be subject to additional or specific terms based on the type of Laguna Property used, which we may provide and update from time to time. The Laguna Mobile App may create a tracking ticket and start a Qualifying Activity session using a Program Partner’s native mobile app or on a Program Partner’s site within the Laguna Mobile App. We and our Program Partners may track your use of the Laguna Mobile App or Program Partner’s native mobile app to verify your completion of your Qualifying Activity session and your eligibility for a Reward. Your download and use of the Laguna Mobile App may be subject to additional terms provided through the Apple App Store or Google App Store.

4.3 Periodic Updates

Our Laguna Site and when installed, and the Laguna Mobile App, periodically communicate with our servers. We may update the Laguna Properties when a new version is released or when new features are added. Unless you turn off automatic updates, these updates occur automatically. If you turn off automatic updates, you will need to manually update the Laguna Properties to ensure that all such updates (e.g., security patches, bug fixes, new features, etc.) are added. We reserve the right to add features or functions to the Laguna Properties but have no obligation to provide to you any subsequent versions or new features of the Laguna Properties, including but not limited to when a technology provider terminates support or distribution for the Laguna Properties or feature thereof.

5. Program Partners; Third Parties

5.1 Program Partner Policies

Your participation in the Program and engagement or completion of a Qualifying Activity means you are intentionally interacting with Program Partners and agree to use and accept any websites, platforms, activities and data collection practices of such Program Partner. Such terms and conditions which govern your engagement and Qualifying Activity with a Program Partner do not form part of this Agreement.

You agree that we are not agents of any Program Partner and that the Program Partners operate independently and are not under our control with respect to the Program or otherwise. Your participation in Offers or Qualifying Activities of, or correspondence with, any Program Partner is solely between you and that Program Partner. We assume no liability, obligation or responsibility for any part of such correspondence, Offer or Qualifying Activity, including, without limitation, the withdrawal or modification of any such Offer or Qualifying Activity. Laguna is not responsible for changes to, or discontinuance of, any Program Partner, or for any Program Partner withdrawal from the Program, or for any effect on accrual of your Rewards caused by such changes, discontinuance, or withdrawal. By consenting to this Agreement, you hereby expressly agree to indemnify and hold Laguna harmless for any damages caused by any Program Partner regarding your activities, including but not limited to particular policies, or changes in policy of any Program Partner.

5.2 Third Party Terms and Conditions

When you access or use the Laguna Properties, we may provide services from one or more third parties (“Third-Party Platforms”). The Third-Party Platforms are subject to separate terms and conditions and we are not responsible for or liable for your use of the Third-Party Platform or the provision of any services provided by the Third-Party Platform. Your use of and access to the Laguna Properties are considered your consent to the terms and conditions of such Third-Party Platforms.

6. Updating & Maintaining Your Account

6.1 Updating Your Account

You agree to keep your Account information current, complete, and accurate by periodically updating the information through the Laguna Properties. You must be logged into Laguna and enter your password to change your Account information and payment preferences. You may check your Account status and recent Reward history at any time via the Laguna Properties. You will maintain the confidentiality of your Account information, including username and password by which you access the Program. Any use of your username and password will be deemed your use, and Laguna is entitled to act on instructions received under your password and is not responsible for any credits or debits made to your Account by someone else who uses your password. If there is a breach of security through your Account, you must immediately change your password and notify us of such breach.

6.2 Maintaining Your Active Account

An “Active” Account means you must have completed a Qualifying Activity through the Program and the Laguna Properties within the previous twelve (12) months. Your Account will be deemed inactive and your Rewards will expire if you request to stop participating in the Program. In our sole discretion, we may deactivate your Account and your Rewards may expire if you do not do either of the following in any ninety (90) day period: (a) sign into your Account; or (b) redeem any Reward. If we decide to deactivate your Account so your Rewards expire, Laguna will provide you thirty (30) days’ notice by emailing or text message to the email address or phone number in your Account that your Account will be considered inactive and your Rewards will expire. If you request to reactivate your Account, you agree to all the terms as then stated.

7. Your Activity and Communications

7.1 Fraudulent Activity

We reserve the right to investigate any transactions, referral, activity, or interaction with any Laguna Property we believe, in our sole discretion, is abusing or has abused the Program or otherwise engaged in fraudulent activity. We reserve the right to rescind any Rewards, bar further Rewards to, and/or terminate the Program membership of, any Member we believe, in our sole discretion, is abusing or has abused the Program or otherwise engaged in fraudulent activity. Fraudulent and misleading transactions will not be rewarded, despite intent (or lack thereof) by the involved Members. Laguna reserves the right to report fraudulent activity to law enforcement.

7.2 Receiving Communications

By signing up to be a Member, you agree to receive communications that are account and membership related as well as periodic Qualifying Activity-related emails that highlight special Offers available to Members. We may communicate with you regarding the Program by electronic communications or direct mail using information you provided during the registration process. Your consent to receive electronic communications includes any notices or other information we may be required by law to provide you in writing or otherwise. You agree to keep us apprised of your current email address should the same change after the date you become a Member. We may also send you push notifications if you install the mobile application. You may opt out of receiving certain communications in accordance with our Privacy Policy.

7.3 Community Standards

By participating in the Program, you are becoming a Member of a community that depends on the goodwill and responsible behavior of each of our Members. Members must refrain from transmission or communication of images or text constituting ethnic slurs, obscenities, sexually explicit material, inflammatory or derogatory comments, or anything else that may be construed as harassing or offensive, which is targeted at the Program, the Laguna Properties, our employees, contractors or agents, our Program Partners, or other Members. This includes communications with social media or other Internet posts which violate the above community standards or promote or encourage gaming or fraudulent behavior. Members who violate this provision, as determined by us in our sole discretion, may have their access to the Program suspended or terminated without prior notice.

8. Ownership

All right, title, and interest in the Program, the Laguna Properties, and the Content belong to Laguna or its licensors. Additionally, Laguna shall maintain all right, title, and interest in “Laguna,” the Laguna logo, and any other marks, service marks, trademarks, or logos of Laguna (“Laguna Marks”). The Laguna Marks may not be used in connection with any product or service that is not Laguna in any manner likely to confuse customers, or in any manner that disparages or discredits Laguna. You shall not by any means bid on any keywords with any search engine containing “Laguna” or anything substantially similar to “Laguna” or any other Laguna Mark including, without limitation www.laguna.network. You shall not mention or use Laguna in any ad text, extensions or banner ads without the express written consent of Laguna. All other trademarks not owned by Laguna used in the Program are the property of their respective owners, who might be affiliated with, connected to, or sponsored by Laguna.

9. Indemnification

You hereby release, acquit, hold harmless, forever discharge, and agree to indemnify Laguna, any Program Partner, as well as their respective officers, directors, employees, successors, agents, vendors, subcontractors, and affiliates, for any and all claims, damages, losses and causes of action (including attorneys’ fees and court costs) arising out of or relating to your breach of this Agreement or for any materials in any form whatsoever that are provided by you (or through your username and/or password). You agree to cooperate as fully as reasonably required in our defense and/or settlement of any claim arising therefrom. We reserve the right, in our reasonable discretion, to assume exclusive control over the defense and settlement of any matter subject to indemnification by you.

10. Warranty Disclaimer

THE PROGRAM, CONTENT, AND THE LAGUNA PROPERTIES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE MAKE NO WARRANTY AS TO THE QUALITY, ACCURACY, CURRENTNESS, COMPLETENESS, RELIABILITY OR VALIDITY OF THE PROGRAM, CONTENT, OR THE LAGUNA PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY QUALIFYING ACTIVITY, OFFER, SEARCH RESULTS, DESCRIPTIONS, AVAILABILITY, PRICING INFORMATION ADVICE, OPINION, STATEMENT, RECOMMENDATIONS, OR OTHER INFORMATION DISPLAYED, UPLOADED, OR DISTRIBUTED IN CONNECTION WITH THE PROGRAM. LAGUNA DOES NOT WARRANT THAT THE FUNCTIONALITY OF THE LAGUNA PROPERTIES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THEY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHER, LAGUNA DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE QUALITY OF, OR ACCURACY OF ADVERTISEMENTS FOR ANY OFFERS OR QUALIFYING ACTIVITIES OFFERED OR PROVIDED BY ITS PROGRAM PARTNERS IN CONJUNCTION WITH THE PROGRAM.

11. Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LAGUNA BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES OR FOR ANY LOSS PROFITS, LOSS DATA OR LOSS OF USE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LAGUNA’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED FIFTY SINGAPORE DOLLARS ($50).

12. Termination or Suspension

This Agreement is effective when accepted by you and will remain in effect until you or we terminate your membership in the Program. We may terminate this Agreement and your use of or access to the Program at any time, for any reason or no reason. Any violation of this Agreement or the rules and conditions of the Program may result in cancellation of your membership to the Program, your Account and/or forfeiture of Rewards. We may, in our sole discretion, at any time and without prior notice, discontinue, cancel, suspend, change or limit access to all or any part of the Program or any functionality, feature or other component of any Laguna Property. You agree that Laguna will not be liable to you or to any third party for any modification, suspension, or termination of the Program or your access to any of the Laguna Properties. If you are dissatisfied with any aspect of the Program at any time, your sole and exclusive remedy is to cease participating in the Program. Upon any termination of the Program, your right to use and access the Program, and the Laguna Properties, and to receive Rewards, will terminate. Termination will not prejudice either your or our remedies at law or in equity.

13. Governing Law & Arbitration

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved 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 the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.

14. Assignment

You may not assign your rights and obligations under this Agreement, in whole or in part, without our prior written consent, and any such assignment without such consent will be null and void.

15. Headings

Headings under this Agreement intended only for convenience and shall not affect the interpretation of this Agreement.

16. No Waiver; Severability

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be invalid, such invalidity shall not affect the remaining provisions.

17. Entire Agreement

This Agreement represents the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or representations, written or oral (including without limitation, earlier versions of this Agreement that may have been accepted by you). We reserve the right to modify this Agreement at any time. Your non-termination and continued participation in the Program or use of any Laguna Property after modification of this Agreement will constitute affirmative acceptance by you of such modification and your consent to abide by any terms thereof.