Ayoba User Terms and Conditions

Please read the terms and conditions below carefully before you start to use the Ayoba App.

You may not use the Ayoba App if you are younger than 14 years of age.

If you are older than 14 years but younger than 18 years of age, your parents or another competent adult must consent to the terms and conditions below on your behalf and have considered and discussed the terms and conditions below with you.

If you do not agree to any of the terms below or you are younger than 14 years of age, or if you are older than 14 years but younger than 18 years of age and your parents or a competent adult has not given their consent to these App Terms in the manner required under the Ayoba App, you must not use the Ayoba App and, if you have already installed it, you must immediately uninstall it. If you use the Ayoba App, this will be treated as confirmation that you have read and agree to be bound by all of the terms and conditions below.

Please Note: Please read clause 20 (Important Provisions), which contains important information on the various terms and conditions in these terms and conditions that may affect your rights. We have also highlighted in bold various terms and conditions to which you should pay special attention.

1. Your agreement to these Ayoba User Terms and Conditions

1.1 Progressive Tech Holdings (Registration No. 117490 C2/GBL), a company incorporated under the laws of Mauritius ("we", "us" and "our") makes the Ayoba application (the "Ayoba App") available for use on mobile devices that are supported by us. The Ayoba App is made available by us to you. These Ayoba User Terms and Conditions (the "App Terms") govern your relationship with us and specify how you are permitted to access and use the Ayoba App and what you are specifically restricted from doing. These App Terms will apply to you from the moment that you first download, install, access and/or use the Ayoba App. Similarly, each of the privacy policy (the "Privacy Policy") and community guidelines (the "Community Guidelines") made available to you when you access the Ayoba App and/or that we publish from time to time, will apply to you from the moment you first download, install, access and/or use the Ayoba App, and are also available at https://ayoba.me/web/privacy-policy and at https://ayoba.me/web. The Privacy Policy and Community Guidelines form part of these App Terms.

1.2 We may sometimes update these App Terms. When we do this, we will post the revised App Terms on our website at https://ayoba.me/web/terms-and- conditions and will let the Ayoba App users know (for example, by showing a message when you log in to the Ayoba App, or in another way that we decide) that the App Terms have changed. It is your responsibility to read the updated App Terms and understand the changes to them. If you disagree with anything in the updated App Terms, you must not use the Ayoba App and, if you have already installed it, you must immediately uninstall it. If you continue to use the Ayoba App following the updates, we will treat this as confirmation that you have read, understood and agreed to the updated App Terms.

1.3 We may translate these App Terms into multiple languages. If there are any differences between the English version and any other language version of these App Terms, the English version will be the ruling one (to the extent this is permitted by applicable laws and regulations).

2. Use of the Ayoba App

2.1 The Ayoba App is an instant messaging app for supported devices that will allow you to send and receive text messages, voice messages, videos, images, VoIP, audio and other files with your contacts, as described in more detail below. The Ayoba App can be used on a mobile device running certain versions of the Android operating system, from which you can access the internet. We may also issue a version of the Ayoba App that can be used on certain versions of iOS and/or other operating systems.

2.2 The Ayoba App requires an internet connection. You are responsible for paying any charges to your service provider and/or any other third party that may be applicable to your use of data, voice and/or text services when using the Ayoba App and any Third Party Services (as defined below) or MicroApps (as defined below) accessed through the Ayoba App. If your service provider has entered into an agreement with Ayoba, your use of the Ayoba App, or portions of the Ayoba App (e.g. MicroApps), may be zero-rated. You may only use the Ayoba App, its services or Third Party Services available on the Ayoba App for your own private, domestic and non-commercial use.

2.3 Ayoba Features: Currently or in the future, as we update the Ayoba App, you can use the Ayoba App to communicate with your contacts, including sending text and voice messages and other content (the Ayoba App will use your address book to connect you with your contacts), sharing your location and status with your contacts, making voice and video calls, creating and temporarily sharing Content (e.g. videos, photographs, screenshots) with your contacts ("Story"), linking your Ayoba account and profile with your profile on other social medial platform and sharing content from such platforms on the Ayoba App to be viewed by your contacts or easily sharing your Stories on other social medial platforms and accessing Third Party Services (e.g. view content in other social media platforms on and through the Ayoba App). Not all of these features may be available to all users and we have no liability to you for limiting your access to certain features offered within the Ayoba App.

2.4 We may update the Ayoba App and any information or material on it at any time but we give no guarantee that such updates will continue to support your mobile device. However, we will have no responsibility to provide any corrections, updates or releases in connection with the Ayoba App.

2.5 The Ayoba App may not operate or function properly or at all if you have not installed the latest upgrade or are not using the latest version of the Ayoba App. We may terminate, suspend, withdraw or restrict the availability of all or any part of the Ayoba App, including Third Party Services or add, change or remove any features of the Ayoba App at any time and for any reason. You understand and agree that we may do so without telling you in advance.

2.6 The Ayoba App is not intended for use in any country where its use would violate local law or would subject us to any regulations or liability there. We reserve the right to limit our provision of the Ayoba App in any country at any time, if we consider, in our sole and absolute discretion, it appropriate in the circumstances.

2.7 The Ayoba App does not provide access to emergency services or emergency services providers, including the police, fire departments or hospitals. You need to make sure you can contact your relevant emergency services providers through your mobile phone, a fixed-line telephone or another service.

3. Registration and Your Account

3.1 You must register with us and create an account in order to access and use the Ayoba App.

3.2 You may not use the Ayoba App if you are younger than 14 years of age. If you are older than 14 years but younger than 18 years of age, your parents or another competent adult must consent to these App Terms on your behalf.

3.3 When registering to use the Ayoba App, you must give us correct and up to date information and provide your current mobile phone number (which is also called the Mobile Station International Subscriber Directory Number, and which we will refer to as your "Mobile Number"). You must register to use the Ayoba App with one Mobile Number on one active device only. You cannot, for example, create one account to use the Ayoba App with two different Mobile Numbers. If you have a phone with two Mobile Numbers (also known as a "dual SIM" phone), you must choose to use one of the Mobile Numbers when creating your Ayoba App account ("App account"). Please note that it is not possible to change the Mobile Number that you have registered with us to use the Ayoba App. If you change your Mobile Number associated with your device, the Ayoba App will continue to function with the original account that you created. However, if you lose your phone and are not able to receive an SMS on the original Mobile Number that you used to register your account, you will not be able to reconnect to that account. In these circumstances, you will need to set up a new account using another Mobile Number.

3.4 We may send you (and you agree to receive) an SMS text message with a code to register for the Ayoba App. You must use the account management functionality of the Ayoba App to tell us about any change to your Mobile Number or any other relevant information in your App account. If you do not update or request us to update such information, we will not be liable for any of your or anyone else's losses which occur as a result of such failure to update or request updates to your information.

3.5 You should not download and use the Ayoba App on a mobile device that you share with anybody else.

3.6 You must not use the Ayoba App on any mobile device or operating system that has been modified in a way not approved by the manufacturer of the mobile device or the provider of the operating system. Such unauthorized modifications include, for example, devices that have been "jail-broken" or "rooted". You are responsible for:

3.6.1 keeping access to your App account (including any passwords, codes we send you or one time pins("OTPs") we send you) and the Ayoba App on your mobile device safe and secure and making sure that it is not accessed by or accessible to others and preventing its fraudulent use; and

3.6.2 all activity taking place using the Ayoba App on your mobile device or through your App account; and making sure information shown or stored on your mobile device (including any Content, as defined below) is kept secure.

3.7 If your phone is lost or stolen:

3.7.1 you must immediately contact your provider to lock your SIM card. Please note that while your SIM is locked, you will not be able to verify your account on the Ayoba App with that Mobile Number and may be unable to access the Ayoba App or any Content associated with or stored in your App account (such as, for example, chat history);

3.7.2 you understand that we are unable to help you locate your phone and we do not have the ability to remotely deactivate the Ayoba App; and

3.7.3 you can deactivate your account on the Ayoba App as follows: use a new SIM card with the same number to activate the Ayoba App on your new phone (as the Ayoba App can only be registered with one number on one phone); and/or contact us on: https://ayoba/contact-en and include the heading "Lost/Stolen phone. Please deactivate my account" and your Mobile Number in the feedback form. You may delete your App account in the manner specified in clause 10. Similarly, we may suspend your access to the Ayoba App, or delete your App account, in the manner specified in clause 10 (or as otherwise contemplated in these App Terms).

4. Content

4.1 Any information, materials, communications, correspondence and other content (including without limitation, text, videos, photographs, screenshots, which may be overlaid with graphics or stickers via any Third Party Services offered on the Ayoba App, and videos that incorporate locally stored sound recordings from your personal music library and ambient noise and which may include) that is sent, uploaded, posted, transmitted, made available on, submitted or communicated via the Ayoba App (including via third party social media platforms) by us or you or other users of the Ayoba App (collectively, the "Content") will be encrypted end-to-end, but you acknowledge that Content will not be encrypted when (i) the Content is sent by SMS (such as when you send messages to Users that have not installed the Ayoba App); (ii) the Content which is made available on the public channels is accessible on the Ayoba App (for example, which contain locally relevant content across various categories) (the "Channels"); (iii) you make Content available as Stories on the Ayoba App; (iv) you share or transmit Content to third party social media platforms via the Ayoba App; or (v) you make Content available on the Ayoba App from third party social media platforms.

4.2 Your chat history in the Ayoba App will be stored locally on your mobile device. If you opt into our backup service, your data will additionally be stored remotely on a "cloud" service, which may be out of the country you live in, unless otherwise required by applicable laws. You will need internet or data coverage and a stable data or internet connection in order for us to make the back up. We will try to automatically back up your chat history in the "cloud" daily, weekly, or monthly, depending on the option you choose, but we cannot guarantee that this will always

be possible. In addition, Content which you upload, post, transmit, share or make available in the Ayoba App (including via Stories or Third Party Services) will be stored remotely on a "cloud" service, which may be out of the country you live in, unless otherwise required by applicable laws. For purposes of these App Terms, "Your Content" consists of any Content which is sent, uploaded, posted, transmitted, made available on, submitted or communicated via the Ayoba App by you (including via Stories or Third Party Services and your chat history).**We will not be liable for your or anyone's losses resulting from a failed or missed data back-up.

4.3 Ayoba is an inclusive, non-discriminatory, transformative, family-oriented brand and will not tolerate any Content that contravenes these principles and that does not align to our Content standards set out in the App Terms and/or the Community Guidelines.

4.4 You understand and agree that:

4.4.1 Your Content is not considered as confidential or proprietary (either to yourself or any third party) and you will not post, share or make available any such Content which is confidential or proprietary;

4.4.2 you may face legal consequences where Your Content violates any applicable laws; it is illegal or unlawful; or it infringes any third parties' intellectual property rights;

4.4.3 we will not verify or approve Your Content;

4.4.4 we are not responsible for the suitability, accuracy, availability, correctness or completeness of any Content which is made available on the Ayoba App or which is shared/made available on other sites or platforms hosted by third parties via the Ayoba App;

4.4.5 we reserve the right to review and remove any Content that may be identified by us, or reported to us, as being inappropriate, offensive, discriminatory or abusive or otherwise in breach of these App Terms and/or the Community Guidelines;

4.4.6 the views and opinions expressed by you and/or any views or opinions expressed by other users of the Ayoba App or in any Content do not represent our views or opinions;

4.4.7 we are not responsible for, and will have no liability for, any Content which is offensive, or which violates any laws or your rights or the rights of others (including confidentiality and intellectual property rights);

4.4.8 you will at all times make sure that you have all necessary rights, licences, consents and permissions prior to sending, submitting, posting, transmitting, uploading or otherwise communicating Your Content via the Ayoba App and/or to transmit it via the Ayoba App to other third party platforms. This includes, for example, making sure you have all necessary permissions from others to grant us or a third party platform the rights to use and process Your Content;

4.4.9 to use the Ayoba App for legal and authorised purposes; and

4.4.10 Your use of the Ayoba App, the Third Party Services and the submission, transmission, sending, uploading, posting, making available or communication of Your Content via/on the Ayoba App would not in any way (i) knowingly transmit send, upload or otherwise communicate viruses, Trojan horses, malware, ransomware, worms, time bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware, (ii) be unlawful, a disclosure of intimate images (without the consent of the party depicted in such image), hateful, abusive, discriminatory, threatening, intimidating, harassing, obscene, explicitly offensive, inflammatory, libellous, constitute an act of domestic violence, defamatory or incite or encourage conduct that would be unlawful or otherwise inappropriate, such as promoting violent crimes, endangering or exploiting children or other vulnerable persons, or coordinating harm, organised crimes or terrorist activities, (iii) involve or result in the disclosure or publishing of misinformation, misrepresentations, or misleading statements, (iv) impersonate another person; and/or (v) infringe, or encourage or suggest the infringement by others of, applicable laws, regulations or rules and the rights of any other person (including, for example, the intellectual property rights of anyone).

4.5 You warrant that Your Content complies with the content standards set out in these App Terms and/or the Community Guidelines. You acknowledge that where Your Content depicts, constitutes, incites or advocates conduct or activities which are prohibited by these App Terms and/or the Community Guidelines and/or in terms of applicable laws (including without limitation child pornography, violence, sexual violence, domestic violence, violence against children, propaganda for war, hate speech, revenge pornography or the distribution of content which amounts to a criminal offence), you may be found liable for the commission of an offence under applicable laws (e.g. content moderation laws, prevent of unfair discrimination laws, harassment laws, cybercrimes laws) and subject to applicable sanctions and/or be held liable for any claim for defamation against another person or user.

4.6 You must report to us any Content or behaviour conducted on the Ayoba App that is inappropriate or abusive or which you think is not consistent with these App Terms. You can do so by contacting us at legal@ayoba.me or support@ayoba.me; at support, and selecting the “Report a user” option or where available, on the reporting, by clicking on the "reporting" icon in the Ayoba App. In the event that you report any Content to us (or should any other user report Your Content to us), we will access and review such Content in order to investigate the complaint.

4.7 Where we investigate (based on a complaint, a take-down notice issued by a regulatory authority relating to Content or on our own initiative) and/or determine that Content uploaded via the Ayoba App and/or to any Channels contravenes these App Terms and/or the Community Guidelines, we may take any action that we deem necessary where we identify Content or user behaviour that contravenes these App Terms, including, for example, (i) removing the contravening Content, (ii) restricting your or another user's access to features of the Ayoba App (including Story or use of Third Party Services), (iii) suspending your or another user's access to the Ayoba App,(iv) deleting your or their Ayoba account and/or (v) notifying third party platform where the Content was transmitted or shared to or from, to take the necessary action. We may also contact and report user behaviour information to law enforcement agencies in accordance with applicable laws. If a user operates a Channel on which prohibited Content is made available, we may elect to disable or remove that Channel, in our sole and absolute discretion. We may also elect to engage with the operator of any such Channels to resolve our concerns in respect of any Content available on such Channels.

4.8 Third Party MicroApps and Services The Ayoba App may allow you to access, use or interact with third party websites, apps, platforms, content and other products and services, including our MicroApps offering that allows users to access other websites and platforms via the Ayoba App ("MicroApps") and to transmit, share or upload Your Content onto other sites or platforms hosted by third parties (collectively "Third Party Services"). Please note that when you access and/or use Third Party Services, including when you access MicroApps and/or when you share or transmit Content via the Ayoba App to third party platforms, your use thereof will be governed by the third party's own terms of service, content standards or policies and privacy policies. We simply provide access to these Third Party Services for convenience purposes only and we do not endorse such Third Party Services. **We will not be liable or responsible for any of the services offered to you by such Third Parties, even if these services or features are accessed via the Ayoba App. We make no representations or warranties regarding the Third Party Services and you shall use such Services, links, websites and the Third Party Services at your sole risk and agree to disclaim us from all risk or liability which you may suffer in this regard.

5. Prohibited activities

You must not do (or try to do), and you must not encourage or help anyone else do, any of the following:

5.1 alter, modify or adapt all or any part of the Ayoba App;

5.2 transfer or otherwise allow any other person to access or use your account within the Ayoba App;

5.3 use the Ayoba App in a way which breaches any law, rule, order or regulation (whether the violation of law is intended or not) or in a way that contravenes these App Terms, the Community Guidelines or the Privacy Policy;

5.4 disrupt or interfere in the confidentiality, integrity, safety, security of the Ayoba App;

5.5 use the Ayoba App in a way that causes, or is likely to cause, the Ayoba App or access to the Ayoba App for anyone to be interrupted, damaged or slowed in any way or otherwise affect the performance of the Ayoba App;

5.6 use the Ayoba App to collect information about users which is unauthorised or unlawful;

5.7 make the Ayoba App available to third parties, who are not authorised to access the Ayoba App;

5.8 use the Ayoba App for commercial and/or business purposes;

5.9 use resell, rent, or charge for any functionality provided by the Ayoba App or any information obtained from the use of the Ayoba App;

5.10 use the Ayoba App to send bulk messages;

5.11 use the Ayoba App to send unsolicited advertising or promotional material for personal or commercial solicitation including, for example, "spam", "junk mail", "chain letters" or "pyramid schemes";

5.12 misuse the functionality or process offered for reporting Content in the Ayoba App (e.g. submitting false or groundless reports); and

5.13 use the Ayoba App in any way not expressly authorised by us.

6. Privacy

6.1 In order to register and be able to access and use the Ayoba App, you will be asked to provide certain personal data, such as your name and your Mobile Number.

6.2 You will provide to us (or authorize us to get) phone numbers and contact details of other Ayoba App users or other contact numbers and information from in your contacts or address book on your mobile device. We will only get, use and process such phone numbers, contact details and other information to make the Ayoba App and all of its functionality available to you and only to the extent that this will not put us in violation of any applicable laws or regulations. Where you wish to access, use, upload, transmit or send photos, videos or other files on your phone or similar content from other third party platforms through the Ayoba App including to use Third Party Services available via the Ayoba App, we may need to access and/or process these photos, videos and other files together with any other limited information required for integration with the Third Party Services (e.g. profile information and/or related details) held by a third party platform provider/provided by you, to enable you to use this functionality in the Ayoba App and/or the Third Party Services. We will request your permission to do this.

6.3 By using the Ayoba App and accepting these App Terms and Privacy Policy, when you first download, install, access and/or use the Ayoba App, you consent to our or the relevant third party's use and/or processing of your personal data for the use of the functionalities in the Ayoba App and/or the Third Party Services. For more information about how your personal data is used, please see our Privacy Policy, available at https://ayoba.me/web/privacy-policy. Please consult the relevant third party's privacy policy for further information on how your personal data may be used by such third party platforms.

7. Advertising content on the Ayoba App

7.1 We may include advertising or commercial Content on the Ayoba App. You agree that we may integrate, display and otherwise communicate such advertising or commercial Content to you through the Ayoba App, to target communications to you, to create a marketing profile of you, or to contact you through other marketing channels chosen by us (including in the ways described in our Privacy Policy).

7.2 You specifically agree and consent that we can show you advertisements that businesses and organisations pay us or a third party to promote. We reserve the right to use your personal data, such as information about your activity, location and interests, to show you advertisements that may be relevant to you. While we may show you relevant advertisements, we will not sell your personal data. We may provide advertisers with reports about the performance of their advertisements to help them understand how users interact with their content, but we will not share information that personally identifies you. You may also see sponsored content or advertisements posted by sponsors who we have a commercial relationship with. Please refer to our Privacy Policy for additional information about how we use your personal data for advertising purposes.

7.3 Only users who have active mobile data or an internet connection will be able to view advertisements or sponsored content in the Ayoba App. Please note that if you click on an advertisement which takes you outside of the Ayoba App, you will be charged some of your mobile data. This is charged by the advertisers or a third party website and cannot be zero-rated by us.

8. Charges

8.1 The Ayoba App may be zero-rated if we have partnered with your network operator in your country (meaning no data will be taken from your airtime or data balance subject to certain limitations enforced by your network operator). To enable this functionality you will need to keep your mobile data on to enable an internet connection. As long as you are on a supported mobile network operator, the Ayoba App (except access to any MicroApps or Third Party Services) will not use your airtime or data balance (subject to certain limitations imposed by the network operator). Please note that some other apps, MicroApps or Third Party Services, may use some of your data (for example data analytics and usage apps or advertisements). These data analytics tools and apps cannot be zero-rated through the Ayoba App. You should also be aware that your device or operating system itself could consume data when you use the Ayoba App, which is outside of our control.

8.2 The ability to access, download and use the Ayoba App without using any of your airtime or data is subject to your network operator agreeing with us not to charge you for such use and /or subject to certain use limitations. Please enquire with your network operator if they have a zero-rated arrangement with us and note that such arrangements may end at any time and without notice to you. If your network operator ceases to have any zero-rated data arrangements with us, then you will be charged by your provider for access, download and use of the Ayoba App in accordance with your general terms of use with your network operator and we will not be liable for such charges.

8.3 Your mobile network operator may charge you for standard call and text and/or mobile data charges when accessing and using the Ayoba App and these charges may vary if you access the Ayoba App when abroad. You are responsible for these charges and any other fees (including but not limited to any carrier and roaming fees) or taxes in connection with your use of the Ayoba App, MicroApps or Third Party Services accessed via the Ayoba App.

9. Intellectual property rights

9.1 We are the owner (or the licensee) of all intellectual property rights in and to the Ayoba App, and in the material or information published on it including Content we make available or communicate on the Ayoba App (apart from Your Content) and such material and information includes works protected by copyright laws around the world. You must not (or try to), and will not encourage or help anyone else to, do any of the following:

9.1.1 copy or reproduce any part of the Ayoba App;

9.1.2 remove or tamper with any copyright notice attached or contained within the Ayoba App;

9.1.3 copy or reproduce any trade marks, service marks, logos or branding published or displayed in the Ayoba App; and

9.1.4 distribute, license, transfer, or sell, in whole or in part, any of the Ayoba App including Content we make available or communicate on the Ayoba App or any derivative works thereof; and

9.1.5 alter, modify, create derivative works, reverse engineer, decompile, disassemble or decipher the Ayoba App or otherwise try to get the source code for (or any part of) the Ayoba App or any algorithms, methods or techniques used in the Ayoba App.

9.2 We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable (if you delete your App account or if we terminate your right to use the Ayoba App) licence for the limited purpose of using the Ayoba App on your mobile device, always subject to these App Terms.

9.3 We acknowledge that you or the owner(s) of Your Content shall remain the owner of the copyright in Your Content. However you grant us a non-exclusive, perpetual, royalty-free, transferable, sublicensable, worldwide, irrevocable and unrestricted licence to use, modify, adapt, distribute, reproduce, display, store, copy, make derivative works of, publish and/or transmit, and/or distribute and to authorise other users of the Ayoba App and other third parties to view, access, use, download, modify, adapt, reproduce, make derivative works of, publish and/or transmit, in any format and on any platform, either now known or hereinafter invented, subject to any App permissions or settings, any information (including Your Content except your chat history or any other Content which is otherwise encrypted) that you create, upload, send, submit, store on or via the Ayoba App which is covered by intellectual property rights (e.g. photographs or videos) and excluding your chat history or any other Content which is otherwise encrypted, for various commercial, operation and business purposes, including:

9.3.1 to provide and operate the Ayoba App and/or to improve our service offering and further develop and update the Ayoba App;

9.3.2 to comply with any law, rule, order or regulation or the order of any court, enforcement agency or any other authority of competent jurisdiction; and

9.3.3 to perform our obligations and exercise our rights under these App Terms.

9.4 You must promptly inform us if you become aware that any Content does or may infringe the rights (including intellectual property rights) of others using the reporting function described in section 4.6.

10. Suspension and Termination

10.1 You can, at any time, delete your account in the Ayoba App which will terminate your use of the Ayoba App. Please note that deleting the Ayoba App from your mobile device will not delete your account.

10.2 If you delete your App account, this will erase your message history and will immediately remove you from all of your groups within the Ayoba Once you have deleted your account, we will not be able to restore it, and will no longer be able to access any of Your Content, should it still be available on the Ayoba App, including in respect of any Third Party Services which are integrated with your App account. However, please note that deleting your account will not delete the information other Ayoba App users retain in relation to you such as copies of messages or other information you have sent them. Additionally, we may also retain copies of certain information, such as log records, in the manner contemplated in the Privacy Statement.

10.3 We can, at any time, suspend your use of the Ayoba App (including suspension of certain functionalities in the Ayoba App) for a period of time, if:

10.3.1in our sole discretion, there are any security risks or concerns related to your use of the Ayoba App;

10.3.2we think or suspect, in our sole discretion, that the Ayoba App has been used fraudulently or in an unauthorised way, or in breach of these App Terms, the Community Guidelines or the Privacy Policy;

10.3.3there are obligations we have to meet under any laws and regulations;

10.3.4there are operational reasons that require us to suspend your use of the Ayoba App; or

10.3.5we consider it necessary in the circumstances.

10.4 We may also terminate your right to use the Ayoba App and/or delete your account with immediate effect and with or without notice:

10.4.1if, in our opinion, you have breached these App Terms, Community Guidelines or the Privacy Policy;

10.4.2if the manufacturer of your mobile device, the provider of your mobile device operating system and/or your mobile network operator no longer supports or permits the use of the Ayoba App;

10.4.3if we stop supporting the Ayoba App on your mobile device or the operating system it runs; your actions have created, or are likely to create, harm, risk, or possible legal exposure for us, your mobile network provider or other Ayoba App users; or

10.4.4whenever we may otherwise consider it necessary in the circumstances.

10.5 Access to the Ayoba App may be interrupted or suspended from time to time, including, for example, for maintenance or upgrades. We will generally try to tell you of such interruptions and suspensions in advance. We may notify you by sending you a message when you log in to the Ayoba App, through in-Ayoba App messenger, push notifications, SMS, or in any other way. However, sometimes we will not have the opportunity or time to do that, including, for example, if we need to fix something urgently or if it would comprise our reasonable security measures or if it is unlawful for us to do it. We will not be liable for any losses to you or anyone else which result from any interruption or suspension of the Ayoba App and related services, or from you not being aware of it in advance.

10.6 Dormant Accounts: We reserve the right to deactivate dormant profiles and accounts. The reason we do this is to maintain accurate and up-to-date records and to manage our storage and security risks. We rely on the "legitimate interests" ground for the lawful processing of personal data under applicable data protection laws to process your personal data in this manner. If you have not logged into the Ayoba App for a consecutive period of 6 (six) months we will deactivate your profile automatically. We also reserve the right to deactivate accounts where your mobile number or MSISDN is deactivated and recycled as per your network operator rules. Where your profile has been deactivated, all of Your Content including chats and messages will be deleted and no longer visible.

10.7 After your App account and profile are deleted, it may take us up to 30 days to remove it and any of your chat history from back-up systems. If you wish to reactivate your profile within this time period, please contact us and note that it is subject to you having elected to back-up your data. After this period, all Content related to your profile including your chat history will be permanently deleted from our back-up systems. We may retain analytics data related to your profile (which does not personally identify you) for research, statistical and analytics purposes.

10.8 If your right to use the Ayoba App has been terminated or you have deleted your App account and profile on the Ayoba App:

10.8.1 these App Terms may no longer apply but any provisions of these App Terms that by their nature should continue to apply after termination of these App Terms will continue to apply. This includes (but is not limited to) all provisions relating to intellectual property (except for your license to use the Ayoba App, which will end automatically when your right to use the Ayoba App is terminated or your App account and profile are deleted), liability, indemnities, choice of law and privacy including the Privacy Policy; and

10.8.2we can disable, reclaim and reuse your account and profile name, user ID and other identifiers you have used in connection with the Ayoba App.

11. Liability

11.1 The Ayoba App is provided "as is" and on an "as available" basis with no representations or guarantees as to performance or functionality. To the fullest extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Ayoba App or any information or material on it (including the Content), whether express or implied, including, for example, fitness for purpose, merchantability, freedom from viruses or other contaminating or destructive properties, availability, loss of data or non-infringement.

11.2 You understand and agree that:

11.2.1communications sent over the internet are not guaranteed to be completely secure and may be subject to possible interception,monitoring, delay, disruption, loss or alteration;

11.2.2we are not responsible for and therefore do not accept any liability for your use of any Third Party Services and for any loss, liability, fine or penalty which you may incur by creating, using and/or sharing Your Content on Ayoba App and via any Third Party Services;

11.2.3any dispute you have with any third party arising out of your use of the Ayoba App and the Third Party Services is directly between you and such third party; and

11.2.4we are not responsible for, and will have no liability in respect of, any interception or monitoring of communications or Content by thirdparties, or any delay or failure in transmitting communications or Content, or loss or alteration of any communications or Content sent or submitted via the Ayoba App.

11.3We do not guarantee the suitability, accuracy or completeness of any information or material including Content that we publish on the Ayoba App and we reserve the right to change it at any time without notice.

11.4To the fullest extent permitted by law, we will not be liable to you for: any direct and/or general losses or damages, liabilities, costs, expenses (including but not limited to legal fees) or charges (whether arising in contract, delict/tort, including negligence, or otherwise); and/or any indirect, special, incidental or consequential damages or losses, including (but not limited to) loss of revenue, profit, business, reputation, anticipated savings or goodwill, arising from or in connection with:

11.4.1your use or attempted use of the Ayoba App and any Third Party Services accessed or offered via the Ayoba App;

11.4.2your inability to use the Ayoba App, any of its functionality or features and any Third Party Services accessed or offered via the Ayoba App;

11.4.3any failure, interruption, unavailability, delay, defect, error or omission in the Ayoba App; and/or

11.4.4any other matters arising otherwise in connection with the Ayoba App or the Third Party Services or these App Terms, regardless of whether we had been advised of or were aware of the possibility of such losses or damages being incurred.

11.5To the fullest extent permitted by law, our total liability to you for any losses, damages, liabilities, costs, expenses or charges, whether in contract, delict/tort, including negligence, or otherwise in connection with the Ayoba App and these App Terms will not be greater than USD $50. This means that, in the event that you successfully pursue a claim against us, you will not be able to receive more than USD $50 unless the laws in your country do not allow this.

11.6Nothing in these App Terms limits or excludes our liability for fraud or fraudulent misrepresentation, personal injury or death caused by negligence, or any other liability that cannot be limited or excluded by law.

11.7This clause 11 (as well as every other term and condition in these App Terms) applies to the fullest extent permitted by applicable laws. You may have additional rights under specific laws, which may vary or supplement the rights described above. If this is the case, nothing in this clause 11 (or anything else in these App Terms) should be interpreted to mean that you have forfeited these rights, where the law does not allow this.

12. Indemnity

12.1 You indemnify us and any of our affiliates (including our or affiliates' officers, directors, employees, agents) ("Ayoba Indemnities")against any liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other costs and expenses) suffered or incurred by the Ayoba Indemnitees as a result of or in connection with:

12.1.1any breach by you of these App Terms including any warranties given in these App Terms;

12.1.2any dispute you have with any third party arising out of your use of the Ayoba App and/or the Third Party Services; and/or

12.1.3Your Content that is sent, posted uploaded, transmitted, shared, made available, submitted or otherwise communicated using the Ayoba App including via any Third Party Services accessible via the Ayoba App.

12.2 You indemnify us and any of our affiliates against any loss or damage that we may suffer or incur arising from or in connection with any breach by you of our or affiliates' intellectual property rights.

13. Communications

We may sometimes contact or notify you (in connection with these App Terms or for other reasons) by showing a message when you log in to the Ayoba App, through in-App messenger, push notifications, SMS, or in any other way. We will communicate with you in English, and we expect that you will communicate with us in English as well.

14. Abnormal and unforeseen circumstances

We are not responsible if we do not comply with any of these App Terms, or if the Ayoba App malfunctions or does not operate as expected:

14.1 due to circumstances beyond our reasonable control; or

14.2 due to our obligations under any laws or regulations.

15. No limitation to your legal rights

Nothing in these App Terms will reduce any rights you are entitled to under the law in your country (including any rights under applicable consumer protection regulations).

16. Third Party Rights

No person other than you and us will have any rights under the Contracts (Rights of Third Parties) Act 1999 (or equivalent third party rights legislation in any other relevant country) to benefit from or enforce any of the provisions of these App Terms.

17. Additional provisions

17.1 If, for any reason, we fail to enforce any right or remedy under these App Terms, this will not constitute a waiver of, and will not restrict in any way, our right to exercise that or any other right or remedy.

17.2 If any provision of these App Terms is found to be illegal, void, invalid or unenforceable (in whole or in part) by any law, rule, order or regulation or by the final determination of any court of competent jurisdiction, such invalidity or unenforceability will not have an effect on the other part of that provision or the other provisions of these App Terms which will remain in full force and effect.

17.3 You must not novate, assign, cede, delegate, or otherwise transfer any of your rights or obligations under these App Terms to anyone else.

18. Governing law

18.1 These App Terms and any dispute or claim (including any non-contractual disputes or claims) arising from or in connection with them, or their subject matter or formation, will be governed by and interpreted in accordance with the laws of the Republic of South Africa. 18.2 The courts of the Republic of South Africa will have non-exclusive jurisdiction to settle any dispute or claim (including any non-contractual disputes or claims) arising from or in connection with these App Terms or their subject matter or formation.

19. Contact us

If you want to contact us for any reason, please email our customer support team at support@ayoba.me.

20. Important Provisions

Under the laws of certain countries, we are required to point out certain important provisions in these terms and conditions to you. The clauses which contain these important provisions and the reasons why they are important are set out below. It is also very important that you read all of these clauses carefully and not just what we say below.

20.1 Limitations of risk, legal responsibilities and liability. Clauses 2, 3, 4, 5, 8, 10, 11 and 14 are important because they limit and exclude obligations, liabilities and legal responsibilities that we and other persons or entities may otherwise have to you. As a result of these clauses, your rights and remedies against us and these other persons and entities are limited and excluded. These clauses also limit and exclude your right to recover or make claims for losses, damages, liability or harm you or others may suffer.

20.2 Assumptions of risk, legal responsibilities and liability by you. Clauses 3, 4, 5, 8, 9, 10 and 12 are important because you take on risk, legal responsibilities and liability. As a result of these clauses, you may also be responsible for claims and other amounts. You will also be responsible for, and you accept, various risks, damages, harm, and injury which may be suffered by you and others for what is stated in these clauses.

20.3 Acknowledgements of fact by you. Clauses 1, 4.4 and 4.5 are important because it contains statements which are acknowledgements of fact by you. You will not be able to deny that the statements are true. We may take action against you and may have claims against you as a result of these statements

20.4 Your indemnification obligations. Clause 12 requires you to indemnify (hold harmless) us and other persons or entities against claims, loss, damages, and harm that that may be suffered by us and other persons or entities as a result of the events set out in these clauses. You are also required to indemnify us and other persons and entities against claims for loss, damages, and harm that may be made by any person or entity as a result of the events set out in these clauses.This places various risks, liabilities, obligations and legal responsibilities on you and you will be responsible and liable for the payment of the value of the claims, loss, damages, and harm that that may be suffered or claimed.

Sign-up & Win Terms and Conditions

Please read the terms and conditions below carefully before You participate in the Sign-up & Win Campaign operated by Ayoba, as set out in these Terms (the "Sign-up & Win Campaign"/ "Campaign"). If You do not agree to any of the terms below, You must not participate in the Sign-up & Win Campaign. If You have already participated in the Campaign, or have subscribed to Disney+ independently, through MTN South Africa ("MTN") or any other means, You will not be eligible to participate in the Campaign. By participating in the Campaign, You confirm that You have read and agree to all the terms and conditions.

Please Note: Read clause 7 (Important Provisions), which contains key information on the various terms and conditions that may affect Your rights. We have also highlighted in bold several terms and conditions to which You should pay special attention.

1. Your agreement to these Sign-up & Win Terms and Conditions

Progressive Tech Holdings (Registration No. 117490 GBC), a company incorporated under the laws of Mauritius ("Ayoba", "we", "us" and "our"), makes the Ayoba application (the "Ayoba App") available for use on mobile devices. The Ayoba App is made available by us to You for download and registration ("You" and "Your") in accordance with the Ayoba User Terms and Conditions and Privacy Policy (the "App Terms"). A copy of the App Terms is available at www.ayoba.me. These Ayoba Sign-up & Win Terms and Conditions (the "Sign-up & Win Terms" / "Terms") form part of the App Terms and govern Your participation in the Sign-up & Win Campaign. Words that are defined in the App Terms have the same meaning in these Sign-up & Win Terms. These Sign-up & Win Terms will apply to You from the moment You begin Your participation in the Sign-up & Win Campaign. In the event of any conflict or inconsistency between these Sign-up & Win Terms and the App Terms, these Sign-up & Win Terms will apply to the extent of the conflict or inconsistency.

We may update these Sign-up & Win Terms from time to time. When we do, we will post the revised Sign-up & Win Terms on our website www.ayoba.me and notify You by SMS and/or through Ayoba Chat that the Sign-up & Win Terms have changed. It is Your responsibility to read and understand the updated Sign-up & Win Terms. If You disagree with anything in the updated Terms, or do not understand anything, You must cease participating in the Campaign immediately. Continued participation following the update will be treated as confirmation that You have read, understood, and agreed to the updated Terms.

We may translate these Sign-up & Win Terms into multiple languages. If there are any differences between the English version and any other language version, the English version will be deemed the correct version (to the extent permitted by applicable laws and regulations).

2. The Sign-up & Win Campaign

The Sign-up & Win Campaign will enable eligible Participants (who are also MTN users) within South Africa ("Participants") to Sign-up to the Ayoba App (in accordance with these Sign-up & Win Terms) on their mobile device and win a free 1 (one) month Disney+ subscription voucher, courtesy of MTN (the "Reward").

We may terminate Your participation in the Campaign upon written notice if: (i) We have the right to terminate Your use of the Ayoba App (as set out in the Ayoba App Terms); (ii) we discover fraudulent activity in Your participation in the Sign-up & Win Campaign, as set out in clause 5 below; or (iii) You lack eligibility to participate in accordance with clauses 3 and 4.

We reserve the right to limit the number of Participants in the Sign-up & Win Campaign to a maximum of thirty thousand, with Participants entering on a first-come, first-served basis. This limit may be adjusted at our sole discretion, subject to appropriate communication of any changes to these Sign-up & Win Terms.

The Sign-up & Win Campaign will commence on 9 December 2024 at 00:00 and will conclude on 31 January 2025 at 00:00 ("Term").

3. Eligibility

To participate in the Sign-up & Win Campaign, You must: (i) be a subscriber of MTN (South Africa); (ii) not have previously registered a profile on the Ayoba App (Your profile registration on the Ayoba App must occur for the first time during the Term); (iii) not have already participated in the Campaign or be an existing Disney+ subscriber through MTN or any other means; (iv) download and sign-up to the Ayoba App on Your mobile device in accordance with these Sign-up & Win Terms and; (v) be among the first thirty thousand eligible Participants to enter the Sign-up & Win Campaign (the "Reward Criteria").

4. The Rewards and Redemption Process

If You meet the Reward Criteria, an SMS containing a link for Reward redemption will be sent to You within seventy-two (72) hours of Your participation in the Sign-up & Win Campaign. Our determination as to whether You qualify as a Participant and/or meet the Reward Criteria will be final.

If You win a Reward, it is Your responsibility to redeem it upon receiving an SMS containing a link for Reward redemption. The Reward will expire thirty (30) days from the date it is issued. Expired Rewards will not be redeemable.

Participants may not engage in any fraudulent, irregular, or unlawful activities that result in artificial or inflated Rewards ("Suspicious Activity"). Without limiting what constitutes Suspicious Activity, this includes using multiple SIM cards on the same device to claim multiple Rewards, or using SIM cards not linked to a real Ayoba App user. Where we suspect, or our systems indicate, that You have engaged in Suspicious Activity, we may, at our sole discretion, disqualify/suspend/remove You from the Campaign and/or the Ayoba App. If we do this, we will send You a message via Ayoba or SMS. You have the right to contact us at pr@ayoba.me if You believe this is incorrect.

5. Liability

To the fullest extent permitted by law, the Sign-up & Win Campaign is provided "as is" and on an "as available" basis with no representations or guarantees of performance or functionality. We exclude all conditions, warranties, representations, or other terms that may apply to the Campaign or any information or material on it, whether express or implied, to the fullest extent permitted by law.

You understand and agree that communications sent over the internet are not guaranteed to be completely secure and may be subject to interception, monitoring, delay, disruption, loss, or alteration. We are not responsible for, and will not be liable for, any interception or monitoring of communications by third parties, or any delay or failure in transmitting communications.

You may not participate in the Sign-up & Win Campaign fraudulently or unlawfully, or engage in Suspicious Activity. If we identify or reasonably suspect any fraud or Suspicious Activity, we may suspend or terminate a Participant’s involvement in the Campaign without prejudice to our rights under the App Terms or law.

6. Contact us

If You wish to contact us for any reason, please email our customer support team at pr@ayoba.me.

7. Important Provisions

Under the laws of certain countries, we are required to highlight key provisions within these Sign-up & Win Terms to You. The clauses which contain important provisions and the reasons as to why they are important are set out below. It is important, however, that You read all the provisions under these Sign-up & Win Terms and not just what we highlight below. Please remember that these Sign-up & Win Terms form part of the Ayoba App Terms and must be read together with the Ayoba App Terms. Nothing in these Sign-up & Win Terms limit or derogates from our rights under the Ayoba App Terms.

Limitations of risk, legal responsibilities and liability: Clause 5 limits and excludes obligations, liabilities and legal responsibilities that we and other persons or entities may otherwise have to You. As a result of these clauses, Your rights and remedies against us and these other persons and entities are limited and excluded. These clauses also limit and exclude Your right to recover or make claims for losses, damages, liability or harm You or others may suffer.

Assumptions of risk, legal responsibilities and liability by You: Clauses 1 and 5 place certain risks, legal responsibilities and liabilities on You. As a result of these clauses, You may also be responsible for claims and other amounts. You will also be responsible for, and You accept, various risks, damages, harm, and injury which may be suffered by You and others for what is stated within these clauses.

Acknowledgements of fact by You: Clause 1 is important because it contains statements which are acknowledgements of fact by You. You will not be able to deny that the statements are true. We may take action against You and may have claims against You as a result of these statements.