1.1 RewardPay® is an innovative reward platform that aggregates thousands of offers from hundreds of premium and high street brands. RewardPay account holders gain access to a range of offers and earn commission on any purchases made through our advertiser links.

1.2 RewardPay is entering a revenue share agreement with Account Holders (“Account Holder”) on the basis of the below terms of service.

2.1 What these terms cover. These are the terms and conditions on which we supply our service to you (the "Terms of Service" or “ToS”). The Terms of Service is a legal document, which is an agreement between you (referred to as you, your, user, account holder, Account Holder or customer (the “User”) hereafter) and RewardPay (referred to as we, us, our, RewardPay, or RewardPay.com hereafter (“RewardPay”), owned by RewardPay Ltd.

2.2 Why you should read them. Please read these Terms of Service carefully before you engage with RewardPay and use our service. These Terms tell you who we are, how we will provide our service to you, how we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these ToS or require any changes, please contact us to discuss.

2.3 These Terms of Service apply only to the website, content, information and service located at www.rewardpay.com that you are visiting or may visit while using www.rewardpay.com (referred as the "Website" or "Service" hereafter).

2.4 Your access and use of the Service is subject to your compliance with:

3.1 Who we are. We are a registered company incorporated in England and Wales under company number 11874388 with our registered office at Norwich Research Park, Norwich. NR4 7TJ.

3.2 How to contact us. You can contact us by r by writing to us at contact@rewardpay.com or can send us your query using the ‘contact us’ page on the website of RewardPay..

3.3 How we may contact you. If we have to contact you we will do so by writing to you at the email address or postal address you provided to us with your account login.

3.4 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.

4.1 Conditions to using our service. By accessing or using any part of our service, or its ancillary services, such as newsletters, banners, logos or any form of expression and communication whatsoever, you acknowledge that you have read, and accepted these Terms of Service and you agree to comply with, and be bound by, our Terms of Service. If you do not agree to be bound by every one of these Terms of Service, you may not use, browse or consider any part of the service.

5.1 RewardPay enables you to access a wide array of affiliate marketing links or offers (the “Links” or “Offers”) from advertisers listed on RewardPay’s platform. The commission available on each advertiser is available through the account login. RewardPay advertiser links track activity, including clicks, pending and validated commission which can be viewed within the RewardPay account login at https://www.rewardpay.com/account/login.

5.2 You may not sublicense or assign any use of all or part of the Service to any third party without RewardPay's prior written consent. Where such consent is provided, you shall be solely liable for the acts and omissions of such sublicenses and shall ensure their compliance with this Agreement.

5.3 The Service provides no guarantees. You understand and agree that the Service is provided ‘as-is’ and that RewardPay assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any user communications or personalisation settings. While RewardPay will make reasonable efforts to update the Links, Offers and the Service on a regular basis, RewardPay reserves the right to remove Links from the Service at any time without prior notice and does not guarantee that any number of Links will be included in the Service or that updates will be made to the Service at any specific time.

5.4 Your content. You acknowledge that outdated Links, Offers or other errors with your content may create negative impressions of Advertisers, you and RewardPay. Therefore, you agree to regularly, and within a reasonable period of time (but no longer than 24 hours) keep all publicly-accessible Links current and up-to-date with the latest information from the Service. RewardPay may suspend your use of the Service or terminate the ToS for breach or a failure to update the Links as set out herein.

5.5 Updates to digital content. We may update or require you to update digital content, provided that the digital content shall always match the description of it that we provided to you before you bought it.

6.1 In order to use many features of the Service, you must register to become a RewardPay member Account Holder using your valid email ID. In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of Vietnam or under any other applicable jurisdiction. You also agree to:

6.2 If you provide any information that is untrue, inaccurate, not current or incomplete, or RewardPay has reasonable grounds to suspect that the Registration Data is untrue, inaccurate, not current or incomplete, RewardPay reserves the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any part thereof). Multiple accounts held by any individual or an entity is subject to immediate termination unless expressly authorised in writing by RewardPay.

6.3 You may only register accounts for websites or social media owned, operated, licensed or controlled by you. You may not share your username (registered email ID) and password with any other party. You are responsible for the security of your Registration Data and all account security. You will be solely liable for any use, even if unauthorised use, under your username and/ or password from your account.

6.4 We are not responsible for delays outside our control. If our supply of the Service is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event. For the avoidance of doubt, these include, but are not limited to, ‘force majeure’ events.

You may use the Service solely for Account Holder’s own use and in strict compliance with these Terms of Service.

8.1 You are required to provide a billing payment method at the time of registration to enable RewardPay to transfer any commission earned. Any commission due will be paid monthly, so long as the minimum payment to be paid exceeds USD 100.

8.2 No onwards payment will be made by RewardPay until its commission has been received by advertisers or networks. Payment will only be made on validated commission received by the advertiser. Commission in relation to any Service and/or any Merchant advertiser shall not be payable by RewardPay to the account holder until such time as RewardPay has received the corresponding Merchant advertiser commission.

8.3 If any of your billing information changes, you must inform RewardPay and update the same on the ‘settings’ page.

8.4 Commission shall only be paid for genuine purchases which meet the criteria agreed by each Merchant advertiser and communicated from time to time within RewardPay’s ToS. Transactions that are believed to meet these criteria will be shown as validated ("Validated Transactions") within the RewardPay Account. In the event that Transactions are subsequently found to not meet the criteria or are believed to have not been generated in accordance with this Agreement, RewardPay reserves the right to reverse this status. The account holder recognises that transactions that are marked as pending may never meet the criteria and that the likely rate of validation will vary based on the specific technical implementation and the nature of the product or service being promoted to the User.

8.5 It is recommended that each party will put in place its processes and then the results can be based on a shared revenue crosscheck. In the event that the account holder wishes to raise a query against the status of a rejected transaction, any query must be raised within one month of the transaction having been rejected. Any query raised after this period shall be rejected by RewardPay. For the avoidance of doubt such queries would include the status and rate of commission of a transaction.

8.6 The User acknowledges that RewardPay operates a self-billing process.

8.7 Any commission payable by RewardPay under the Service is subject to change depending on local charges, taxes or rates as well as currency exchanges which may vary the final amount payable in certain circumstances beyond our control.

8.8 Introducer referral commission can be earned by introducing a new personal, business, or influencer account holder. The referral commission earned applies for up to 12 months from the sign up date of the new account holder. The referral commission earned only applies to commission on validated purchases made by the referee and not any commission they may earn from their referred account holders.

8.9 RewardPay's primary method of payment is via PayPal. RewardPay reserves the right to set a minimum payment limit on any payment method and to deduct any fees incurred in processing payments by any other method or to RewardPay Account holders.

9.1 You shall comply with the terms of the Acceptable Use Policy ("AUP"), set forth below. RewardPay may update the AUP at any time. If you become aware of any violation of the AUP by any user, you must immediately contact RewardPay using the contact page on the website of RewardPay, and give RewardPay as much information as possible regarding such violations. RewardPay may refer any information on illegal or fraudulent activities, including your identity, to the proper authorities, to the Marketers, Affiliate Networks, or to other aggrieved parties. Solely by way of example, you may not:

9.2 generate, manipulate or otherwise produce or induce fraudulent clicks, impressions or transactions, including but not limited to using scripts, spyware, robots or other automated tools and/or computer-generated requests;

9.3 use the Service or the Links with any toolbars or downloadable software, unless you have ensured that all end users of toolbars or downloadable software:

9.4 use the Service or the Links in any way in violation of the terms, conditions, policies or guidelines of any third-party service or web site;

9.5 bid on RewardPay names or trademarks for search engine marketing or similar purposes;

9.6 use the Service or the Links in any way in connection with content which violates or infringes upon the intellectual property, personal or proprietary rights of any third party, including but not limited to, copyrights, trademarks, patents, trade secrets or confidentiality obligations;

9.7 use the Service or the Links in any way in connection with content which may be threatening, libellous, defamatory, obscene, scandalous or inflammatory or that could otherwise violate any other applicable law;

9.8 use the Service or the Links in any way to modify or overlay a third-party website without permission of such web site;

9.9 use the Service or the Links in any way in connection with content which may be an adult in nature (such as pornography), gambling related, nutraceutical related (i.e. acai berry) or "get rich quick" schemes.

9.10 use the Service or the Links in any way in connection with content which may be false, misleading or deceptive;

9.11 use the Service or the Links in any way in connection with content which promotes goods or services that are illegal in any jurisdiction where the Link is displayed; or

9.12 engage in any other illegal or fraudulent, misleading or deceptive business practice under the laws of any jurisdiction where you are located or the Link is displayed or any other conduct that RewardPay or any Advertiser, or Affiliate Network determines may otherwise result in legal liability.

The information contained within the website of RewardPay has been collected at great time and expense to RewardPay, and you acknowledge that this information constitutes the valuable property and trade secrets of RewardPay. You agree not to use access to the Service, or the information contained therein, to compete with RewardPay or assist any other party to compete with RewardPay or damage RewardPay’ business. You agree to keep all non-public information, including the unique collection of information available on the Service, strictly confidential and to only use such information in connection with your permitted use of the Service.

The parties acknowledge that the restrictions contained herein are reasonable, but agree that if any court of competent jurisdiction shall hold such restrictions unreasonable as to time, activities, or otherwise, such restrictions shall be deemed to be reduced only to the extent necessary in the opinion of such court to make them reasonable. Both parties acknowledge and agree that, in the event of a breach of this section, RewardPay will suffer irreparable harm and that RewardPay will be entitled to injunctive or other equitable relief without prejudice to any of RewardPay’ other rights and remedies.

RewardPay may provide, or third parties may provide, links to other World Wide Web sites or resources. You understand that the Links, all content accessed through the Links and all transactions generated through the Links are controlled by the Marketers/Merchants and/or Affiliate Networks. We make no representations or warranties regarding the accuracy or proper operation of the Links and assume no liability for any use of or transactions through the Links. RewardPay has no control over such sites and resources, you therefore acknowledge and agree that RewardPay is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that RewardPay shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such site or resource.

We are the exclusive owner or authorised licensors of this website and the Service, including all copy, software, graphics, designs and all copyrights, trademarks and other intellectual property or proprietary rights contained therein. You acknowledge that the unique compilation of the Links is our intellectual property. You acknowledge and agree that the website of the RewardPay and Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge any information presented to you through the Service or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

Except as expressly authorised by RewardPay, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the RewardPay Service, in whole or in part. RewardPay grants you a personal, non-transferable and non-exclusive right and license to use the Service; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right of the Service. You agree not to access the Service by any means other than through the interface that is provided by RewardPay for use in accessing the Service.

Upon termination of your account, for any reason, whether this is as described at clause 7 or not, you must cease using the Service. The provisions of the following sections shall survive the termination of these Terms of Service, in addition to any payment obligations accrued prior to the effective date of such termination (Unauthorised Use of the Service; Third Party Links; Proprietary Rights; Disclaimer of Warranties; Limitation of Liability; Indemnity; Governing Law; Severability; Waiver – Remedies; and Assignment).

The privacy of your personal information is very important to us. For more information on what information we collect and how we use such information, please read our Privacy Policy. We will only use your personal information as set out in our privacy policy: https://www.rewardpay.com/privacy-policy

Our Service is provided from India and all servers which make them available reside in the UK/Singapore. The laws of other countries may differ regarding the access and use of this Service or functions available through the Service. We make no representations regarding the legality of this Service in any other country and it is your responsibility to ensure that your use complies with all applicable laws outside of India, England and Wales and Singapore. Recognising the global nature of the internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the India, England and Wales and Singapore or the country in which you reside. RewardPay will not be liable for any loss or damage arising from your failure to comply with this clause.

You agree to indemnify, defend, and hold RewardPay, and all subsidiaries, affiliates, officers, members, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content you submit, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of this contract, your violation of any rights of another, or any claims that result from your operation of your website, Blog Website or Storefront, including, but not limited to, indecent content, claims your suppliers or customers related to your storefront, and governmental regulatory claims related to your storefront.

In no circumstances, shall RewardPay, its subsidiaries, affiliates, officers, employees, agents, partners and licensors be liable for any indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, lost data, lost opportunities, costs of cover, exemplary, punitive, personal injury/wrongful death or other intangible losses under any theory of tort, contract, strict liability or other legal or equitable theory. Hereby, RewardPay cannot be held liable by agreement of the parties regardless of whether or not RewardPay has been advised of the possibility of such damages. You acknowledge that RewardPay has entered into this agreement relying on the limitations of liability stated herein and that RewardPay would not offer you the service without those limitations, which are an essential basis of the bargain.

You expressly understand and agree that RewardPay shall not be liable to you for any damage resulting from (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; or (v) any other matter relating to the service.

18.1 While RewardPay makes reasonable efforts to ensure that the service operates as intended, the service is dependent upon the internet, the Marketers/Advertisers, Affiliate Networks, other services, and providers outside of the control of RewardPay. You expressly understand and agree that:

18.2 Your use of the service is at your sole risk. The service is provided on an ‘as-is’ and "’as-available’ basis. RewardPay and its subsidiaries, affiliates, officers, employees, agents, partners and licensors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of title, merchantability, fitness for a particular purpose, non-infringement and any warranties arising out of course of dealing, usage or trade.

18.3 RewardPay and its subsidiaries, affiliates, officers, employees, agents, partners, and licensors make no warranty that:

18.4 Any material downloaded or otherwise obtained through the use of the service is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

18.5 No advice or information, whether oral or written, obtained by you from RewardPay or through or from the service shall create any warranty not expressly stated in the terms of service.

19.1 It is the responsibility of the account holder to pay any VAT required in local territories as required by law. Any commission earned is total commission, and includes any tax liabilities due in the account holders territory.

20.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms of Service, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

21.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these Terms of Service to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

21.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms of Service to another person if we agree to this in writing.

21.3 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

21.4 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Service, we can still require you to make the payment at a later date.

21.5 Confidentiality

21.6 RewardPay may publish statistics or summaries relating to the Services, save that any such statistics or summaries will not be identifiable as relating to the Account holder unless previously agreed and approved by the Account holder; and

21.7 RewardPay may contact the Account holder by email, telephone or post to request feedback regarding the Services it offers including any ways in which it might be improved

21.8 Subject to the provisions of clauses 22.6 and 22.7 each party confirms that it shall keep confidential all Confidential Information obtained as a result of this Agreement and RewardPay confirms that it shall not use any such Confidential Information for any purpose other than the performance of its obligations under this Agreement. For the avoidance of doubt, Confidential Information shall include information acquired from the Account holder about the methods of acquiring traffic used by the Account holder.

21.9 Confidential Information shall not include information which:

21.10 Which laws apply to this contract and where you may bring legal proceedings. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim (including non- contractual disputes or claims) that arises out of or in connection with this agreement or its subject matter or formation.