PLEASE READ THIS AGREEMENT CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR PARTICIPATION IN THE SUNBIT REWARDS AND INCENTIVE PROGRAM.

Sunbit, Inc. (“COMPANY” or “SUNBIT”) offers SunBeast Rewards and Incentive Program (this “Program”), which is a rewards platform where eligible certified associates of merchants that offer Sunbit have an opportunity to accumulate Reward Points or cash rewards (as set forth below) by participating in offered activities, subject to the terms and conditions set forth in this Agreement & Terms of Use (the “Agreement”). Each time you participate in the Program, this Agreement applies. As used in this Agreement, the terms “we,” “us,” and “our” collectively refer to COMPANY and its affiliates, successors, and assigns; as well as any directors, officers, members, subcontractors, representatives, and agents of any of the foregoing.

By accessing or participating in the Program at any time, you accept and agree to be legally bound by this Agreement and any Additional Rewards Terms (defined below), whether or not you sign-up as a User (defined below) of the Program. If you wish to become a User and participate in the Program, please read this Agreement, and indicate your acceptance to it by following the instructions in the Program sign-up process.

In some instances, both this Agreement and separate guidelines, rules (e.g., instructions on how to earn Reward Points or cash rewards) or terms of service, setting forth additional or different terms and/or conditions will apply to your use of the Program (in each such instance, and collectively, “Additional Rewards Terms”). The Agreement is in addition to our SunBeast App Terms of Use, which also govern the use of Program, and collectively shall be referred to as the “Terms”. To the extent there is a conflict between this Agreement and the SunBeast App Terms of Use, the terms set forth herein shall control to the extent they relate only to your use of Program, otherwise the SunBeast App Terms of Use shall control.

It is important that you review this Agreement regularly. We reserve the right, at our sole discretion, to modify, restrict, change, or otherwise alter the Agreement, in whole or in part (“Updated Rewards Agreement”), impose limits on certain features, promotions or services or to restrict, suspend, or terminate your access to all or any part of the Program at any time, for any or no reason, with or without prior notice, and without liability. You agree that we may notify you of the Updated Rewards Agreement by posting it on the SunBeast App (“App”) so that it is accessible via a link on the App, and that your use of the App after we post the Updated Rewards Agreement (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Rewards Agreement. The Updated Rewards Agreement will be effective as of the time that we post it on the home page of the App, or such later date as may be specified in it.

1. Eligibility.

To participate in the Program, you must be at the time of enrollment: (i) a legal resident of one (1) of the fifty (50) United States or the District of Columbia; (ii) at least eighteen (18) years of age; and (iii) an active certified associate currently employed by a merchant offering Sunbit at its place of business. Limit one (1) Program account per person/household. To be in “Good Standing” means you meet these eligibility criteria, are a current associate employed at an eligible merchant and that you are currently certified in the use of Sunbit. Once enrolled, you must remain a in Good Standing to continue to be eligible to participate in the Program.

2. Program Sign-Up.

To participate in the Program and begin earning Reward Points or cash rewards, you must first become a registered “User” of the App, by clicking on the links and following the instructions on the App or in the welcome email sent to you during your initial certification with COMPANY or any invitation to join the Program as may later be provided to you (referred to herein as “Online Account”). There is no cost to enroll. Participation in the Program constitutes each User’s full and unconditional agreement to this Agreement as well as COMPANY’s decisions, which are final and binding in all matters related to the Program.

COMPANY reserves the right to interpret and apply the policies and procedures communicated in the Agreement. All determinations by COMPANY, including determinations of eligibility, and proper authorization of Reward Points or cash rewards and reward redemption, shall be final and conclusive in each case.

In connection with your Online Account and participation in the Program, you agree that: (i) you will provide true, accurate, current, and complete information about yourself in connection with the sign-up process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete; (ii) you are solely responsible for maintaining the confidentiality of your Online Account password and for restricting access to your mobile device so that others may not access any password-protected portion of the App using your login information, and you will be solely responsible for any fraudulent use that may occur due to the theft of or sharing of your login information; (iii) you will immediately notify us of any unauthorized use of your Online Account, password, or username, or any other breach of security by emailing us at Rewards@sunbit.com; and (iv) you will not sell, transfer, or assign your Online Account, Reward Points, or cash rewards (to the extent not yet distributed to you). We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations. If any information that you provide, or if we have reasonable grounds, in our sole judgment, to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates this Agreement, SunBeast App Terms of Use, or the Terms applicable to the Site (https://sunbit.com/terms-of-use.html) or any applicable law, then we may suspend or terminate your participation in the Program. We also reserve the more general and broad right to terminate your Online Account or suspend or otherwise deny you access to your Online Account or its benefits – all in our sole discretion, for any reason, and without advance notice or liability. By using the App, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. Your account is solely for your personal use, and you shall not authorize others to use your account.

ANY ATTEMPT BY ANY USER OR ANY OTHER INDIVIDUAL OR ENTITY TO DAMAGE ANY APP OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM IS A VIOLATION OF THIS AGREEMENT. COMPANY RESERVES THE RIGHT TO INVESTIGATE ANY SUSPICIOUS ACTIVITY AND TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

3. Earning Reward Points.

The Program offers Users the ability to accumulate and redeem loyalty rewards points (“Reward Points”), by engaging in certain activities. You earn points for (1) every one of your customers who is offered financing by Sunbit or declined for such financing; (2) every one of your customers who finalizes and accepts an offer of financing from Sunbit; (3) every one of your customers that completes an online application which results in that customer receiving an offer of financing from Sunbit or being declined for financing from Sunbit. If an item purchased by one of your customers is later returned or the Sunbit financing modified in accordance with COMPANY’s policies, then the Reward Points earned in connection with that item will not be debited or adjusted from the User’s Online Account. Reward Points are earned and accumulated on an individual basis and solely for User’s own Online Account. The Program is structured to offer certain benefits based on the User’s current balance of “redeemable” Reward Points. Any points earned by you at any eligible merchant will be merged into a single account. COMPANY reserves the right to change, add or remove the methods by which Users can earn Reward Points. From time to time, we may establish, at our sole discretion, additional activities pursuant to which Users may “earn” extra Reward Points (“Qualifying Activities”). Qualifying Activities may be added, discontinued, or be made available again, at any time, and from time to time. Actions (even if they are considered Qualifying Activities) taken, prior to Program sign-up are not eligible to earn Reward Points. Reward Points may expire (and become non-redeemable) upon discontinuation of the Program. In such event, notice of termination and expiration of Reward Points will be posted on the App. Please note that we reserve the right to institute additional expiration dates for Reward Points, as determined in our sole discretion.

Reward Points can be tracked in your Online Account. Reward Points are always subject to verification and eligibility determined by us, in our sole and absolute discretion. We may limit or restrict your ability to participate in the Program, in our sole discretion, and may void your Reward Points and any rewards or potential rewards you have accumulated in the Program if you do not comply with the Agreement or any applicable Additional Rewards Terms. COMPANY reserves the right to invalidate Reward Points from an Online Account if it determines that such Reward Points were improperly credited to such account or obtained fraudulently. You must not use any “bot,” simulator, macro, cheat code or other automated means of participating in the Program or to earn Reward Points. You may not register or use more than one account for any reason such as to avoid restrictions or other limitations on activities, Reward Points, rewards, or the Program. Notwithstanding the foregoing, in the event you transfer employment from one eligible merchant to another eligible merchant, you may create a new Online Account at your new place of employment, subject to the restrictions herein, and your new and old accounts will be subsequently merged by COMPANY into one Online Account. Reward Points subsequently determined, in the sole discretion of COMPANY, to be invalid, will be removed from a User’s account.

Each User is responsible for ensuring the accuracy of his/her Program Reward Point totals. If you believe that your Online Account is not accurate, or that Reward Points earned were not credited, please contact COMPANY customer service promptly, and we will work with you to address the issue.

Any Reward Points you earn through the Program are considered a limited, non-exclusive, revocable, nonassignable, personal, and non-transferable right solely for use towards the earning of rewards. Accordingly, you have no property, proprietary, intellectual property, ownership, or monetary interest in your Reward Points, which remain COMPANY property at all times. Reward Points are not your personal property and do not entitle a User to a vested right or interest. Reward Points are only valid for redemption within the Program, have no “real world” value and are not redeemable for cash, transferable or assignable for any reason or otherwise by operation of law. You may not purchase, sell, barter, or trade any Reward Points, or offer to purchase, sell, or trade any Reward Points or other virtual items. Any attempt to combine or transfer Reward Points in violation of this Agreement will result in disqualification from the Program and forfeiture of all Reward Points in the Users’ accounts. COMPANY reserves the right to take any other or additional action it deems appropriate, in its sole discretion, in the event that COMPANY believes, in its sole discretion, that a User (or Users) have violated this Agreement.

4. How to Redeem Reward Points:

A. Rewards Generally. Once earned, Reward Points will be deposited into a User’s account and can be used to acquire certain items on the App which will become eligible for redemption once a User has acquired the requisite number of points. Users must comply with individual item restrictions where indicated on the App. COMPANY will periodically modify the merchandise and other items available for Reward Point redemption as well as the Reward Points needed to receive a reward throughout the Program Period (defined below). All redemptions are subject to this Agreement and all limitations or requirements on the App.

B. Redemption of Reward Points. As you accumulate Rewards points, certain items will become eligible for redemption. You may choose to redeem, or not redeem, any item that has become eligible for redemption. Images and/or descriptions of merchandise found on the App or otherwise communicated to you by any means are intended only as illustrative examples and actual merchandise may vary from what is depicted. As part of the redemption process, you will receive a confirmation email. Emails will be sent to the email address associated with the User’s account. The total number of Reward Points a User can use to redeem an item at any given time is the total number of Reward Points available in the User’s Online Account at the time of redemption.

C. Provide Accurate Information. You may be required to provide your real name, phone number, mailing address, e-mail address, social security number for tax purposes and other information. Other personal information may be needed for certain rewards. Each User is responsible for ensuring the accuracy of his/her Online Account and is encouraged to check his/her account regularly. Each User is responsible for ensuring the mailing address associated with his/her Online Account is accurate and up to date. COMPANY is not responsible for non-receipt of an item shipped to the mailing address associated with a User’s account. Changes to Online Accounts or account information may only be made by the User to whom the Online Account belongs.

D. Reward Points Redemptions are Final. All Reward Point redemptions for items are final. Reward Points will not be refunded or placed back in a User’s Online Account after an order has been placed and merchandise may not be returned for any reason. Notwithstanding the foregoing, in the event that the merchandise has a material physical defect, the item may be returned within thirty (30) days of the date it was shipped and will be replaced by COMPANY with a similar item of merchandise.

E. SUNBIT® Items with Limited Availability. Rewards are awarded on a first-come, firstserved and while-supplies-last basis. If you redeem your Reward Points for an item and we determine that it is unavailable, out of stock or for whatever reason cannot be provided to you, we will “refund” the Reward Points that you exchanged for the reward.

F. Forfeiture of Reward Points. The Reward Points have no cash value and are only redeemable for items offered via the Program. Users are not entitled to compensation from COMPANY or any other entity when Reward Points expire or are forfeited for any reason.

G. Expiration of Reward Funds. Unredeemed wallet balances shall expire based on the schedule below. You can review and track your wallet balance by logging into the Sunbeast app. All reward fund expirations are deemed final.

• Reward funds earned January 1st through March 31st – expire June 30th
• Reward funds earned April 1st through June 30th – expire September 30th
• Reward funds earned July 1st through September 30th – expire December 31st
• Reward funds earned October 1st through December 31st – expire March 31st

H. Taxes. Users agree to sign an affidavit, release of liability, publicity release or similar agreement if requested by us prior to receiving any item or reward available through the Program. Users are responsible for all applicable federal, state and local taxes, including income tax liability, associated with any item acquired through their participation in the Program. The stated approximate retail value of any item or reward is based on available information provided to us and the value of any item or reward awarded to a User may be reported for tax purposes as required by law. Any User obtaining any item(s) or other rewards including cash rewards with a combined total value equal to $600 or more in any single calendar year may be required to provide his/her Social Security Number to COMPANY within the timeframe specified for tax reporting purposes prior to the shipment of the item(s). COMPANY reserves the right to issue an IRS Form 1099 to Users obtaining any item(s) with a combined total value equal to $600 or more in any single calendar year. Failure of User to provide a completed W-9 to COMPANY when obtaining any item(s) with a combined total value equal to $600 or more in a single calendar year, may result in forfeiture of Reward Points, and suspension or closure of Online Account.

I . Delivery of Rewards. “Rewards” (which include any products or services that a User can redeem Reward Points for) will be shipped to the address of the eligible merchant at which you are employed or, in the event the item is an electronic/digital reward, to your email address on file . We are not liable for any damages to, losses of or delays in any shipments. Rewards that are undeliverable for whatever reason (including because your Program account information is incorrect) will not be re-sent and are forfeited. After ordering a reward, you may receive a confirmation e-mail with an order number, which you should retain for your records. If you contact us in the future about your reward order, you may be required to provide your order number. Some SUNBIT® items may have age eligibility requirements. We reserve the right to verify your eligibility qualifications prior to fulfilling your order.

5. Earning Cash Rewards: COMPANY may, in its sole and absolute discretion, invite you to participate in a cash incentive initiative (“Cash Incentive Initiative”). To be eligible for selection you must be a current User in Good Standing of the of Sunbit Rewards Program. If you are unsure if you are participating in the Cash Incentive Initiative, please contact the COMPANY for more information. Users will be invited to participate by email or SMS message. You agree to abide by any Additional Rewards Terms to which the Cash Incentive Initiative may be subject.

A. Eligible Goals and Milestones. Participants in the Cash Incentive Initiative will earn cash rewards for completing certain goals (“Goals”) within a specified time frame (“Incentive Period”). The Goals will be based on the same criteria by which Users earn Rewards Points: (1) customers who are offered financing by Sunbit or declined for such financing; (2) customers who finalize and accept an offer of financing from Sunbit; (3) customers who complete an online application which results in that customer receiving an offer of financing from Sunbit or being declined for financing from Sunbit. Users who achieve Goals during an Incentive Period will earn Rewards Points for such Goals (to the extent eligible) AND will also earn cash rewards. Participants will be notified prior to the start of each Incentive Period and such notification shall designated the length of the Incentive Period and the Qualifying Goals. Participants in the Cash Incentive Initiative shall receive notifications through the SunBeast App and/or by email or SMS message. Only Goals completed during an Incentive Period will be eligible for cash rewards under the Cash Incentive Initiative.

B. Exclusions. The Cash Incentive Initiative is intended only for specific Users who are invited by COMPANY to participate. Individual participation may be limited by the COMPANY or your employer. COMPANY has the right to review, amend, or deny any Cash Incentive Initiative claim. Cash rewards are always subject to verification and eligibility determined by us, in our sole and absolute discretion. We may limit or restrict your ability to participate in the Cash Incentive Initiative, in our sole discretion, and may void your cash reward and potential cash rewards you have accumulated in the Cash Incentive Initiative if you do not comply with the Agreement or any applicable Additional Rewards Terms. COMPANY reserves the right to invalidate any cash reward if it determines that such reward was improperly credited to such account or obtained fraudulently. You must not use any “bot,” simulator, macro, cheat code or other automated means of participating in the Cash Incentive Initiative or to earn a cash reward. You may not register or use more than one account for any reason such as to avoid restrictions or other limitations on activities, cash rewards, or the Cash Incentive Initiative. Notwithstanding the foregoing, in the event you transfer employment from one eligible merchant to another eligible merchant, you may create a new Online Account at your new place of employment, subject to the restrictions herein, and your new and old accounts will be subsequently merged by COMPANY into one Online Account. Cash rewards subsequently determined, in the sole discretion of COMPANY, to be invalid, will be removed from a User’s account.

C. Form of Rewards. Cash rewards will be deposited directly into a Paypal or other payment account owned and controlled by you. COMPANY at its sole and absolute discretion shall adjudge whether a payment account is acceptable to receive a cash reward. You understand that your payment account is operated by a third party and COMPANY has no control over or responsibility for your payment account and shall have no liability for its failure, inoperability, shutdown, malfunction, mistake or any damages you may suffer as a result. You understand that failure to create a suitable payment account may result in you forfeiting your cash rewards at COMPANY’s sole discretion.

D. Taxes. Users agree to sign an affidavit, release of liability, publicity release or similar agreement if requested by us prior to receiving any item or reward available through the Program. Users are responsible for all applicable federal, state and local taxes, including income tax liability, associated with any item acquired through their participation in the Program. Any User obtaining any item(s) or other rewards including cash rewards with a combined total value equal to $600 or more in any single calendar year may be required to provide his/her Social Security Number to COMPANY within the timeframe specified for tax reporting purposes prior to the shipment of the item(s). COMPANY reserves the right to issue an IRS Form 1099 to Users obtaining any item(s) with a combined total value equal to $600 or more in any single calendar year. Failure of User to provide a completed W-9 to COMPANY when obtaining any item(s) with a combined total value equal to $600 or more in a single calendar year, may result in forfeiture of cash rewards, and suspension or closure of Online Account.

E. Termination. Company may, at its sole and absolute discretion, terminate the Cash Incentive Initiative or your participation in the same at any time for any reason or no reason with or without notice to you. In the event of termination and subject to the other terms of this Agreement, COMPANY may, at its sole discretion, deposit to your account any fully earned cash rewards. “Fully Earned” in this section means that you have completed all Goals in the specified Incentive Period while abiding by all terms of this Agreement or any Additional Rewards Terms. You understand that in the event the Cash Incentive Initiative or your participation therein is terminated, COMPANY may, in its sole and absolute discretion, determine that any cash reward previously earned by you is forfeit.

6. Program End Date & Termination: The “Program Period” will begin on or about January 15, 2020 and will terminate on a date selected by COMPANY, in its sole and absolute discretion, which date shall be posted on the App or sent to you via email (the “Program End Date”). COMPANY reserves the right to terminate the Program for any reason in COMPANY’s sole discretion, and COMPANY makes no guarantee or representation as to the length of time during which the Program will be conducted. COMPANY reserves the right to cancel, modify, restrict, suspend or terminate this Program or any aspect or feature of the Program, including Reward Points, the Cash Incentive Initiative and/or extend or shorten the current Program Period at any time, in COMPANY’s sole discretion, with or without notice to Users. Each User agrees that COMPANY will not be liable to the User or any third party for any modification or discontinuance of the Program or any aspect thereof. After the Program End Date, Users will no longer be permitted to earn or redeem Reward Points or cash rewards, all Reward Points will expire and the Program will no longer be available, and no further liability will be owed by COMPANY to any User.

This Agreement will remain in full force and effect while you use the App and/or are a registered User. We may terminate your Online Account for any reason, at any time, including if you fail to remain in Good Standing. In the event that you are terminated as a User, your Reward Points and cash rewards may be voided at COMPANY’s sole discretion and of no further effect and you shall not be entitled to redeem your Rewards Points or receive any cash reward. Even after your participation is terminated, this Agreement will remain in effect. We reserve the right, at our sole discretion, to pursue all of our legal remedies, including, but not limited to, deletion of your Online Account from the App and the immediate termination of, and termination of the Program to you, upon any breach by you of this Agreement. If you wish to discontinue your participation in the Program, please contact us at Rewards@sunbit.com.

7. Submissions: You are and will remain the sole and exclusive owner of all content or materials (collectively, “Submissions”) you post, submit, publish, display, or transmit (hereinafter “post”) through your participation in the Program. However, any Submission you post on or through the Program will be considered non-confidential and non-proprietary. By providing Submissions to the Program, you grant COMPANY and our affiliates and service providers, and each of their and our respective licensees, successors, and assignees the right of use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.

8. Disclaimers: COMPANY is not responsible for any incorrect or inaccurate content posted on the App or in connection with the App, whether caused by users of the App, Users or by any of the equipment or programming associated with or utilized in the App. COMPANY is not responsible for the conduct, whether online or offline, of any user of the App or of the Program. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user or User communications. COMPANY is not responsible for any problems or technical malfunction of any telephone network or lines, servers or providers, mobile device equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or App or combination thereof, including injury or damage to users and/or User or to any other person’s mobile device related to or resulting from participating or downloading materials in connection with the App and/or in connection with the Program. Under no circumstances will COMPANY be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of the App or the Program, any content posted on the App or transmitted to Users, or any interactions between users of the App, whether online or offline. Your access to and use of the App is at your sole risk. The App and the Program are provided on an “AS-IS”, “AS AVAILABLE” and “WITH ALL FAULTS” basis and we expressly disclaim any warranty, express or implied, including the warranties of merchantability, fitness for a particular purpose, non-infringement or misappropriation of intellectual property rights of third parties, title, custom, trade, quiet enjoyment, system integration and freedom from mobile device viruses. Some jurisdictions limited or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.

COMPANY cannot guarantee and does not promise any specific results from use of the App and/or the Program. The App and Program may be temporarily unavailable from time to time for maintenance or other reasons. No advice or information, whether oral or written, obtained by user from us or through or from the service shall create any warranty not expressly stated herein.

COMPANY does not warrant or represent that Users will earn any specific number of Reward Points or amount of cash or that any specific products will be available for redemption.

COMPANY may change methods by which Users can earn Reward Points or cash, the eligible items to be purchased, the number of Reward Points associated with the purchase of items or other activities, the number of Reward Points that may be redeemed through the Program, and any of the options made available to Users with respect to their Online Accounts, at any time, without notice, even though these changes may affect a User’s ability to accrue or redeem his/her Reward Points or earn cash rewards. Any attempt by any person to deliberately undermine the legitimate operation of the Program may be a violation of criminal and civil law, and, should such an attempt be made, COMPANY reserves the right to seek damages from any such person to the fullest extent permitted by law. COMPANY’s failure to enforce any term of this Agreement shall not constitute a waiver of that provision. Users are responsible for remaining knowledgeable as to any changes that COMPANY may make to this Agreement. The most current version of this Agreement, which will indicate the date it was last updated, will be available on the App and will supersede all previous versions of this Agreement.

9. Limitation on Liability: Except in jurisdictions where such provisions are restricted, in no event will we be liable to you or any third person for any indirect, consequential, exemplary, incidental, special or punitive damages, including also lost profits arising from your use of the App or the Program, even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever, and regardless of the form of the action, will be limited to actual third party, out of pocket costs incurred (if any) to participate in the Program, not to exceed Ten Dollars ($10.00) (USD), but in no event will attorneys’ fees be awarded or recoverable. The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if we were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the App).

We are not responsible for: (1) any incorrect or inaccurate information, whether caused by Users, printing errors or by any of the equipment or programming associated with or utilized in the Program; (2) technical failures of any kind, including, but not limited to, malfunctions, interruptions, or disconnections in phone lines or network hardware or software; (3) unauthorized human intervention in any part of the entry process or the Program; (4) technical or human error which may occur in the administration of the Program or the processing of Reward Points; (5) late, lost, undeliverable, damaged or stolen mail; or (6) any injury or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from your participation in the Program or receipt or use or misuse of any reward received. If COMPANY improperly denies you any Reward Points or cash reward in connection with the Program, liability will be limited to the equivalent amount/value of the Reward Points/cash reward you could have earned under the activity as originally offered.

10. Governing Law. All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement or the rights and obligations of Users in connection with the Program will be governed by and construed in accordance with the internal laws of the State of California, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other state’s laws.

11. Disputes / Arbitration. The parties each agree to finally settle all disputes only through arbitration; provided, however, COMPANY shall be entitled to seek injunctive or equitable relief in the state and federal courts of Los Angeles, California and any other court with jurisdiction over the parties. In arbitration, there is no judge or jury and review is limited. The arbitrator’s decision and award is final and binding, with limited exceptions, and judgment on the award may be entered in any court with jurisdiction. The parties agree that, except as set forth above, any claim, suit, action or proceeding arising out of or relating to the Program and interpretation of this Agreement shall be resolved solely by binding arbitration before a sole arbitrator under the streamlined Arbitration Rules Procedures of JAMS Inc. (“JAMS”) or any successor to JAMS. In the event JAMS is unwilling or unable to set a hearing date within fourteen (14) days of the filing of a “Demand for Arbitration”, then either party can elect to have the arbitration administered by the American Arbitration Association (“AAA”) or any other mutually agreeable arbitration administration service. If an in-person hearing is required, then it will take place in Los Angeles, California. The federal or state law that applies to this Agreement will also apply during the arbitration. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other proceedings that involve any claims or controversy of another party, including any class actions; provided, however, if for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then the agreement to arbitrate doesn’t apply and the dispute must be brought in a court of competent jurisdiction in Los Angeles, California. Either party may, notwithstanding this provision, bring qualifying claims in small claims court. In no event shall any User seek or be entitled to rescission, injunctive or other equitable relief or to enjoin or restrain the operation of the Program, exploitation of any advertising or other materials issued in connection therewith, or exploitation of this Program (or any App or any content or other materials used or displayed on the App used in connection with the Program). TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.

12. Waiver of Injunctive or Other Equitable Relief. IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE APP OR THE PROGRAM, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF THE PROGRAM OR ANY APPS, PRODUCTS, SERVICES, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY US OR A LICENSOR OF COMPANY.

13. Indemnity. In exchange for the right to participate in the Program, Users agree to indemnify, defend (at our option) and hold COMPANY harmless from and against any and all damages, losses, liabilities, claims, costs, investigations, judgments, fines, penalties, settlements, interest, expenses or demands, including, but not limited to, personal injury, death, or damage to or loss of property, that directly or indirectly arise from or are related to: (i) your use of the App and your activities in connection with the App and the Program; (ii) your breach or anticipatory breach of this Agreement or any Additional Rewards Terms; (iii) your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the App or your activities in connection with the App and the Program; (iv) information or material transmitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (v) any misrepresentation made by you; and (vi) our use of the information that you submit to us (all of the foregoing, “Claims and Losses”). Users agree to cooperate as fully required by COMPANY in the defense of any Claim and Losses. Notwithstanding the foregoing, COMPANY retains the exclusive right to settle, compromise, and pay any and all Claims and Losses. We reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of COMPANY. COMPANY is not responsible for technical, hardware, network connections or incomplete or delayed transmissions, regardless of cause.

14. General Provisions:

A. Severability. If any provision of this Agreement, or any Additional Rewards Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from this Agreement or the Additional Rewards Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of this Agreement or the Additional Rewards Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.

B. Investigations; Cooperation with Law Enforcement; Termination; Survival. We reserve the right, without any limitation, to: (i) investigate any suspected breaches of the App’s security or its information technology or other systems or networks, (ii) investigate any suspected breaches of this Agreement and any Additional Rewards Terms, (iii) investigate any information obtained by us in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of this Agreement and any Additional Rewards Terms, and (vi) discontinue the App, in whole or in part, or, except as may be expressly set forth in any Additional Rewards Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. You hereby authorize the COMPANY, in its sole and absolute discretion, to conduct any background or regulatory check on the information you provide to the COMPANY, including a comparison to any screening list published by the Office of Foreign Assets Control (OFAC) or any other regulatory or governmental body. Any suspension or termination will not affect your obligations to us under this Agreement or any Additional Rewards Terms. Upon suspension or termination of your access to the App or Program, or upon notice from us, all rights granted to you under this Agreement or any Additional Rewards Terms will cease immediately, and you agree that you will immediately discontinue use of the App. The provisions of this Agreement and any Additional Rewards Terms, which by their nature should survive your suspension or termination will survive, including the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law and no class actions.

C. Assignment. We may assign the rights and obligations under this Agreement and any Additional Rewards Terms, in whole or in part, to any party at any time without any notice. This Agreement and any Additional Rewards Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of COMPANY.

D. No Waiver. Except as expressly set forth in this Agreement or any Additional Rewards Terms, (i) no failure or delay by you or us in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of this Agreement or any Additional Rewards Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.

E. Entire Agreement. This Agreement (and any Additional Rewards Terms), accepted upon use of the App and further affirmed by becoming a User of the Program, contains the entire agreement between you and us regarding the Program. The section titles in the Agreement are for convenience only and have no legal or contractual effect.

15. California Notice of Financial Incentive: The Program offers California residents a financial incentive or price or service difference in the form of Rewards Points when Sunbit collects and uses information about your participation in Program activities as described above in this Agreement. The material terms of the financial incentive or price or service difference are also described above in this Agreement. Sunbit collects and uses the following categories of personal information when Users earn and redeem Rewards Points or cash rewards: name, email address, payment account information. Sunbit may also collect, in certain circumstances, Social Security Number, Address, and phone number. This data is collected as part of the Program. The value of the data was calculated by determining the increased use of Sunbit’s products and services as a result of the Program and then offering rewards to the User such that the value to COMPANY of increased usage of its products and services exceeds the value of the Rewards offered to the User. For more information about our privacy practices for California residents, please visit https://my.sunbit.com/document/privacy-policy. You have the right to withdraw from the Program at any time, and you can exercise this right by contacting us at Rewards@sunbit.com.

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