PART A – INTRODUCTION

Subject to these Terms and Conditions ("Terms"), Clix provides consumers (referred to as "You" or "Your") a marketplace through which authorised third party brands, advertisers and other Clix Users may promote and sell their goods and/or services and other opportunities to consumers ("Services").

This agreement and your use of the Services governed by our privacy policy, our fees policy, our Rewards Cards and Physical Rewards Card Terms and Conditions (if applicable), relevant parts of the Terms and Conditions that apply to this Services, or any other referenced terms, codes or guidelines set out on the Website or otherwise provided to You (collectively, these "Terms").

Your Account

• To use Clix, you must register for an account via www.clixsense.com/en and be approved.
• You must be at least 18 years of age. Additionally, by signing in to Clix you will provide us with a truthful and accurate email address, legal name and any other information that is part of our registration process. We may verify all of this information.
• You will be solely responsible and liable for all activity that occurs under your account, including any and all actions of any person to whom you have provided access to your account.
• You may not transfer your account to any other person, and you may not use anyone else's account.
• You will notify us immediately of any breach of security or unauthorised use of your account. Clix and its third party service providers accept no responsibility for any consequences of unauthorised access to your account.
• We reserve the right to suspend or remove any user's account in our sole and absolute discretion. Furthermore, you are fully responsible for any and all activities conducted in connection with your account.
• You agree to receive communications from us electronically and through your account, and that when we communicate to you electronically, that satisfies any legal requirements for written communications. We will contact you via email address associated with your account, to alert you when we believe you need to review information and/or disclosures at your account. Preferences can be modified at any time within your account. You acknowledge it is your responsibility to update your contact information should you change your email address or details (contact information can be managed from your account).

Acceptable Use of Services

You must only access and use the Clix Services for lawful purposes and in a lawful manner at all times and you must comply with these Terms, applicable laws and privacy policy and acceptable use policy.

You are not permitted to:

• Copy, modify, adapt, translate, reverse-engineer, decompile, disassemble or convert into human readable form any of the Contents of the Clix Services including any non-public areas of the Services, or any software or other technology made available by or otherwise used by us in connection with the Services;
• Circumvent, interfere with, disrupt, disable, violate, or otherwise circumvent any security related feature of the Services, including any features that prevent or restrict the use or copying of the Content or that enforce limitations on the use of the Services or the Content, or access, tamper with, use any non-public areas of the Services, including the Services' computer systems or technical delivery systems of our providers;
• Access or use the Services for any purpose that is unlawful or that infringes upon, violates or misappropriates any third party intellectual property rights, privacy, publicity, confidentiality or any other proprietary rights, or that is in breach of any other legal obligation;
• Use any device, software or routine to interfere with the proper working or functionality of the Services or any transaction conducted on the Services or with another person's use of the Services, or monitor or copy the Services or Content for any unauthorised purpose;
• Access or collect information, data, accounts, code, passwords, materials of other users in any manner or by any means not intentionally made available to you;
• Upload or submit to the Service any information or data containing any computer viruses, malware, worm, trojan horse, keylogger, spyware or any other malicious or harmful code or files aimed at interrupting, destroying, limiting functionality or otherwise adversely affecting the Services or any user's device or network, or account.

Your use and access to the Services may be blocked, suspended or terminated at any time for any reason including (but not limited to) for conduct which is in breach of these Terms.

You may only use your account with us and not on behalf of any other person or business. You are responsible for:

• Ensuring that you meet all eligibility requirements to access and use the Services; and
• The truth and accuracy of all information that you submit through the Services.

Termination of Service

By your sending notices to Clix via info@clixsense.com

• By providing Clix notice: you can terminate your account;
• Upon termination, your account will automatically be closed;
• Upon termination, your account will automatically be closed;
• Upon termination, unless applicable under any relevant legislation or regulation, you will lose access to your account and associated data such as contact or commission;
• In the event that you have an outstanding balance after account closure which does not meet the minimum payout or 180 days have passed, we reserve the right to terminate the account; and to permanently forfeit the outstanding balance;
• In the event that you have an outstanding balance after account closure which does not meet the minimum payout or 180 days have passed, we reserve the right to terminate the account and to permanently forfeit the balance, unless a valid payment request has been placed (which may be withheld until payment verification or identity verification requirements are completed). Thereafter, only payment processing fees will be retained and the remainder will be released to your PayPal or Payoneer account.

Privacy

Your privacy is very important to us and we strive to protect it under our Privacy Policy.

The information that we gather from you can be reviewed and amended by you logging in, going into your 'My Account' section and clicking the sub-section titled 'Account Settings' and then 'Personal Information'.

We note that information that is held by our third party service providers is subject to the privacy policy of such third party providers. We strongly recommend that you read and understand the relevant privacy policy before engaging with any such party.

Indemnity

You agree to fully indemnify and hold harmless Clix, its affiliates and their respective officers, directors and employees and representatives from any liability, cost, claim, demand, damage, loss or expense (including legal costs) arising out of any conduct by You or any third party, including but not limited to information or content posted by You, Your use of the Services, your breach of these Terms or the rights of others, or any conduct of yours.

Errors and Omissions

Whilst we endeavour to ensure the accuracy of the content on our website, Clix does not warrant that all content will be error free.

Suspension and Termination

We may immediately terminate, suspend or limit your access or use of the Services, with or without notice, where we consider or have reasonable grounds to suspect that your or another user's activity, use, access or conduct is inappropriate or in breach of our Terms or any applicable law. We may also do this in circumstances where we need to do so in order to prevent harm, loss or damage (such as to protect against threats to the security of the Services or our other systems) or if we receive a complaint about you.

You must not do or omit to do anything, or use any device, which interferes or may interfere with the normal or proper operation of, or restrict or inhibit any person from using, the Services.

We reserve the right to delete accounts and/or suspend the accounts of users found to be engaging in any such conduct in legal proceedings brought, without notice. We may also report any conduct which we consider to be harmful or dangerous, or in breach of our Terms, to relevant law enforcement authorities. If required, we may also terminate or suspend your account in response to legal process or government requests, or where required in connection with the discovery process in any litigation.

Assignment

We may assign, transfer, novate, or subcontract any or all of our rights and/or obligations under these Terms at any time without notice. In any event, you will still be able to use the Services and your legal rights will not be affected. You may not assign, transfer, or sub-license your rights under these Terms without our prior written consent, and any unauthorized assignment will be null and void.

Severability

If any term or provision in these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the invalidity or unenforceability will be deemed to affect only such term or provision and will not affect the validity or enforceability of the remaining terms and provisions of these Terms.

Waiver

No waiver will be implied from conduct or failure to enforce any rights. Any waiver must be in writing and signed by one of our officers.

We need to have your contact or address in these Terms, and you represent and warrant that such information is correct and complete at all times and that you will update such information as and when reasonably necessary. All notices must be provided to Clix via email at info@clixsense.com or by mail at Clix Holdings Limited registered office 85 Great Portland Street, First Floor, London, United Kingdom, W1W 7LT.

Where the notice is given by email, the notice will be deemed to have been received when the email is sent. Where the notice is given by mail, the notice will be deemed to have been received the same working day if delivered by hand, 3 business days later if sent by prepaid post within the same country, or 7 business days later if sent by prepaid airmail. In proving the giving of a notice, it will be sufficient to prove the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and dispatched to the recipient.

General Conditions

Bidding is free, but you must use credits. The credits, Credits may be purchased only by adults 18+ to residents available over web stores.

Important: Each bid places one bid credit (credit) which adds

You may cancel a bid package purchase within 14 days of purchase

You cannot transfer or exchange bid package credits for cash, you can only use them for bidding purpose only.

If you win an auction, the system will deduct your winning bid credits, and you must pay the bid price and winning price (which is listed on the bid button).

We will only charge your card if you win an auction. If you do not maintain a valid card, we may be unable to process payment of a won auction (which will result in forfeiture of the auction item, a charge for lost time (as referenced below), and other limitations as stated in our terms). The auction item may be listed as expired/lost if you do not add a valid card within 48 hours after winning. You will not be able to participate in additional auctions until a valid card is added. If an auction item is listed as won but unpaid, it means you have won the auction but there was a problem processing payment with your current card.

If you win an auction and do not pay, we have the right to charge the current card on file (if any) or another card which you later add. If this still fails, we reserve the right to suspend your account until the outstanding balance is satisfied or, where the account has been suspended for 7 days, to terminate your account.

Conditions on Using Clix

The following conditions apply to your usage of Clix. Please read and comply with the same in good faith.

Use of Our Services

The Website is accessible at no cost to you. You must, however, have access to the required third-party fees (such as, but not limited to, charges for Internet access that your provider may charge) to access and use the Services.

If a user deliberately tries to violate the spirit and/or text of this agreement, Clix, at our discretion, can and will take any of the following actions:

• First, revoke the membership of individuals found to use the site for any unintended or improper use, or whose conduct is determined to be disruptive or harmful to Clix or other users and the third parties who provide products, services or offerings on the site; and/or
• Second, invoke legal proceedings as we may deem to be necessary, desirable, suitable or otherwise required.

Charges/Fees

Certain features of the Clix Services carry user fees (collectively, "Paid Services").

For Paid Services that we allow you to purchase, we will make the price clear prior to any purchase. Once you have placed an order for Paid Services, you authorize us to process your payment for the stated amount. We accept credit/debit cards and PayPal. Please note that the pricing for Paid Services is subject to change. We will notify you of changes to the pricing for Paid Services to which you have subscribed and provide you the opportunity to cancel. If you are under the age of 18, you may only purchase Paid Services through a legal guardian or parent. We retain full discretion to refuse or cancel your order, to withhold, suspend or terminate Paid Services or for any other reason.

Prices for Paid Services are in United States Dollars. The prices may vary depending on the payment service used. However, we do not apply additional transaction or conversion fees.

You may not offer or distribute access to Paid Services as an incentive to participate or pay a fee. Doing so would constitute an unlawful lottery and is expressly prohibited.

If you purchase any Paid Services, you are agreeing to pay for the total purchase price as stated, and any additional charges that may apply. If you pay via credit/debit card, please note that we may store your card details to facilitate future transactions. You may later remove your stored payment methods. We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of any Paid Service.

Language of Liability

The clause below sets out our entire liability (including any liability for the acts or omissions of our employees, agents, and subcontractors) to you in respect of:

• Any breach of these Terms;
• Any use made by you of the Clix Service or Content or any part of it; and
• Any representation, statement, omission or tortious act or omission (including but not limited to negligence) arising out of or in connection with these Terms or the Clix Service.

Subject to the preceding paragraph, we will not be liable to you for any indirect loss, consequential loss, loss of profit, revenue, data or goodwill however arising which you may suffer or incur arising out of or in connection with these Terms.