TERMS OF SERVICE

Effective Date: November 9, 2025

1. AGREEMENT TO TERMS

These Terms of Service ("Terms") constitute a legally binding agreement between you and WOMi Technologies Inc., a California corporation ("WOMi," "we," "us," or "our"), concerning your access to and use of the WOMi consumer application (bundle identifier: com.womiapp.consumer) and WOMi for Business application (bundle identifier: com.womiapp.business), collectively referred to as the "Applications," together with our website and any other related services provided by us (collectively, the "Services").

By clicking "I Agree," downloading, installing, or otherwise accessing or using the Services, you agree that you have read, understood, and accept these Terms in their entirety. If you do not agree with these Terms, you must not access or use the Services. If you are accessing or using the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, and references to "you" shall include such entity.

2. ELIGIBILITY

You must be at least thirteen (13) years of age to use the Services. By using the Services, you represent and warrant that you meet this age requirement. Users under the age of eighteen (18) may be required to obtain parental or guardian consent for certain features or transactions. We reserve the right to require proof of age at any time.

For business accounts using WOMi for Business, you additionally represent and warrant that you are authorized to act on behalf of the business entity you represent, that all information provided about the business is accurate and complete, that the business holds all necessary licenses and permits required for its operation and participation in promotional activities, and that you will comply with all applicable laws and regulations in your use of the Services.

3. ACCOUNT REGISTRATION

To access certain features of the Services, you must create an account. You may register for an account using your email address or through third-party authentication services including Sign in with Apple, Sign in with Google, or Sign in with Facebook. When creating an account, you agree to provide accurate, current, and complete information and to maintain and promptly update your account information to keep it accurate, current, and complete.

When using third-party authentication services, you authorize us to access and use certain information from these services as described in our Privacy Policy. Your use of third-party authentication services is subject to the respective terms of service and privacy policies of those providers. We are not responsible for the practices, security, or content of third-party authentication providers.

You are responsible for maintaining the confidentiality of your account login information and are fully responsible for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with these security obligations.

4. DESCRIPTION OF SERVICES

WOMi operates a dual-platform promotional marketplace that connects consumers with local businesses through incentivized word-of-mouth marketing. The WOMi consumer application enables users to discover local promotions, earn rewards through purchases and successful referrals, redeem promotions through QR code verification, manage earned rewards and store credits, and share promotional opportunities with their social network. The WOMi for Business application provides businesses with tools to create and manage promotional campaigns, track redemption and customer engagement metrics, distribute rewards and store credits, analyze campaign performance, and manage customer relationships.

WOMi acts solely as a platform facilitating connections between users and businesses. We do not own, operate, control, or endorse any business listed on our platform. We are not party to transactions between users and businesses, except as necessary to facilitate reward distributions. Businesses are independent entities responsible for their own products, services, and promotional offerings.

5. QR CODE SYSTEM

Our Services utilize QR code technology for promotion verification and redemption. Each promotional offer generates a unique QR code that serves as a digital voucher. These QR codes are designed for single-use redemption unless otherwise specified by the business, contain time-sensitive validation parameters based on promotion terms, are non-transferable except where explicitly permitted, and are subject to real-time verification against our servers.

Users grant permission for the Applications to access their device camera for QR code scanning purposes. Businesses scan customer-presented QR codes to verify and process redemptions. Users may scan business-displayed QR codes to claim available promotions. Each scan event is logged in our system for verification, fraud prevention, and analytics purposes.

You agree not to engage in any fraudulent or deceptive practices related to QR codes, including but not limited to reproducing, duplicating, or sharing single-use QR codes, attempting multiple redemptions of single-use promotions, manipulating or altering QR code data, using automated tools to generate or scan QR codes, or circumventing our verification systems. Violation of these provisions may result in immediate account termination, forfeiture of rewards, and potential legal action.

6. REWARDS PROGRAM

Our Services feature a comprehensive rewards system designed to incentivize authentic word-of-mouth marketing. Users earn direct rewards when they redeem qualifying promotions at participating businesses. Additionally, users may earn referral rewards when promotions they share are successfully redeemed by other users, subject to program terms.

All rewards are subject to verification and may be reversed, withheld, or cancelled if we determine, in our sole discretion, that the underlying transaction was refunded or cancelled, fraud or abuse has occurred, the business disputes the validity of the transaction, platform policies have been violated, multiple improper claims have been made on a single referral, QR code manipulation or fraud is detected, suspicious activity patterns are identified, or these Terms have been breached.

Earned rewards may be withdrawn to verified debit cards through our payment processor, Stripe, subject to minimum withdrawal amounts, verification procedures, and processing times. Store credits issued by businesses are managed independently by each business and are subject to business-specific terms, conditions, and expiration dates. We are not responsible for the value, redemption, or expiration of store credits.

A ten percent (10%) platform service fee applies to all cash-based redemption rewards. The fee is calculated from the gross reward amount and deducted before crediting the net reward to the user's account. For example, a $5.00 cash reward results in a $4.50 credit to the user after the platform fee.

Store credit rewards and referral bonuses are not subject to platform fees.

We reserve the right to modify the platform fee structure at any time. Changes will be communicated through the Applications or via email with thirty (30) days' advance notice.

7. PAYMENT PROCESSING

Payment services within the Applications are provided by third-party payment processors. For reward withdrawals in the consumer application, we use Stripe Connect to facilitate secure transfers to your verified debit card. By requesting withdrawals, you agree to Stripe's Services Agreement and Connected Account Agreement, available at https://stripe.com/legal. We do not store your complete payment card information on our servers.

For WOMi for Business subscriptions, billing is processed through the Apple App Store or Google Play Store, depending on your device. Subscription payments are subject to the respective app store's terms and conditions. RevenueCat manages subscription status synchronization between the app stores and our Services. You acknowledge that app store providers, not WOMi, are responsible for processing subscription payments and handling payment-related issues.

8. SUBSCRIPTION TERMS FOR BUSINESSES

WOMi for Business offers subscription plans providing enhanced features and increased promotional capabilities. Subscription tiers, features, and pricing are displayed within the application and may be updated from time to time. Subscriptions automatically renew at the end of each billing period unless cancelled at least twenty-four hours before the renewal date.

You may cancel your subscription at any time through your device's app store subscription management settings. Upon cancellation, you will retain access to premium features until the end of your current billing period, after which your account will revert to the free tier. No refunds will be provided for partial subscription periods. Promotional data and analytics will be retained according to our Privacy Policy and data retention practices.

Price changes for subscriptions will be communicated in advance through the application or via email. Continued use of the subscription after price changes take effect constitutes acceptance of the new pricing.

9. USER CONDUCT

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services in any way that violates any applicable federal, state, local, or international law or regulation, infringes upon the rights of others, including privacy, publicity, intellectual property, or other proprietary rights, or contains any material that could be deemed harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable.

You further agree not to engage in any conduct that could disable, overburden, damage, or impair the Services, interfere with any other party's use of the Services, attempt to gain unauthorized access to any portion of the Services or systems, use automated systems including bots, scrapers, or spiders to access the Services, or attempt to probe, scan, or test the vulnerability of our systems.

Creating multiple accounts for abusive purposes, impersonating any person or entity, or falsely stating or misrepresenting your affiliation with any person or entity is strictly prohibited. You may not use the Services for any commercial purposes not expressly permitted by these Terms or sell, resell, or commercially exploit any portion of the Services.

10. USER CONTENT

You may submit, upload, or display content through the Services, including reviews, messages, photographs, and other materials ("User Content"). You retain ownership of your User Content, but by submitting User Content to the Services, you grant WOMi a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, perform, and otherwise exploit your User Content in connection with operating and providing the Services.

You represent and warrant that you own or have the necessary rights to submit your User Content, your User Content does not violate any third party's rights, and your User Content complies with these Terms and all applicable laws. We have the right but not the obligation to monitor, edit, or remove User Content that we determine, in our sole discretion, violates these Terms or may be harmful to other users, us, or third parties.

11. INTELLECTUAL PROPERTY

The Services, including all content, features, and functionality, are owned by WOMi, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent.

These Terms do not grant you any right to use our intellectual property except as necessary to use the Services in accordance with these Terms. Any feedback, suggestions, or ideas you submit about the Services become our property, and we may use such feedback without compensation or attribution to you.

12. PRIVACY AND DATA PROTECTION

Your use of the Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to our collection, use, and disclosure of information as described in our Privacy Policy.

You have the right to request deletion of your account and associated personal data. Instructions for data deletion are available at https://www.womiapp.com/legal/data-deletion-instructions. We will process deletion requests in accordance with applicable law and our data retention policies.

13. LOCATION SERVICES

Certain features of the Services require access to your device's location services. By using location-dependent features, you consent to our collection and use of location data as described in our Privacy Policy. Location data is used to provide nearby promotion discovery, verify redemption locations, enhance fraud prevention, and improve our Services.

You may control location permissions through your device settings. Disabling location services may limit or prevent your use of certain features that depend on location data. Location accuracy may vary based on device capabilities, environmental factors, and other conditions beyond our control.

14. THIRD-PARTY SERVICES

The Services may contain links to third-party websites, applications, or services that are not owned or controlled by WOMi. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party services. Your interactions with third-party services are governed by the respective terms and policies of those services.

The Applications are distributed through the Apple App Store and Google Play Store. Your download and use of the Applications are subject to the respective app store's terms of service. These Terms are between you and WOMi only, and not with the app store providers. App store providers have no obligation to furnish any maintenance or support services for the Applications and are not responsible for addressing any claims relating to the Applications.

15. DISCLAIMERS

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WOMI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WOMi does not warrant that the Services will be uninterrupted, secure, or error-free, that defects will be corrected, that the Services are free of viruses or other harmful components, or that the Services will meet your requirements or expectations. We do not endorse, guarantee, or assume responsibility for any promotions, products, or services offered by businesses through the Services.

You acknowledge that your use of the Services is at your sole risk and that you assume full responsibility for your interactions with other users and businesses. We are not responsible for examining or evaluating the content or accuracy of third-party materials and do not warrant or guarantee any third-party products or services.

16. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WOMI, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES.

IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

These limitations apply regardless of the theory of liability, whether based in contract, tort, negligence, strict liability, warranty, or otherwise, and even if we have been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

17. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless WOMi, its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms, your use of the Services, your User Content, or your violation of any rights of another party.

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. You will not settle any claim subject to indemnification without our prior written consent.

18. TERMINATION

We may terminate or suspend your account and access to the Services immediately, without prior notice or liability, for any reason, including without limitation if you breach these Terms. Upon termination, your right to use the Services will immediately cease, and we may delete your account and associated data.

You may terminate your account at any time through the account settings in the Applications or by contacting us. Upon termination, provisions of these Terms that by their nature should survive termination will survive, including but not limited to ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

19. DISPUTE RESOLUTION

These Terms and any dispute or claim arising out of or related to these Terms or the Services will be governed by the laws of the State of California, without regard to its conflict of law provisions. You agree that any legal action or proceeding between you and WOMi shall be brought exclusively in the federal or state courts located in Sacramento County, California.

Any dispute arising out of or relating to these Terms or the Services shall first be attempted to be resolved through good-faith negotiations. If such negotiations fail to resolve the dispute within thirty days, either party may initiate binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in Sacramento, California, and judgment on the award may be entered in any court having jurisdiction.

20. GENERAL PROVISIONS

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and WOMi regarding the Services and supersede all prior agreements and understandings.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.

We may assign these Terms at any time without notice to you. You may not assign or transfer these Terms or any rights granted hereunder without our prior written consent. Any attempted assignment in violation of this provision is void.

21. MODIFICATIONS TO TERMS

We reserve the right to modify these Terms at any time in our sole discretion. If we make material changes to these Terms, we will notify you by email, through the Applications, or by other appropriate means. Your continued use of the Services following notification of changes constitutes your acceptance of such changes.

We encourage you to review these Terms periodically to stay informed about our terms and conditions. The "Effective Date" at the top of these Terms indicates when they were last revised.

22. CONTACT INFORMATION

If you have any questions about these Terms or the Services, please contact us at:

WOMi Technologies Inc.
Email: info@womiapp.com
Website: https://www.womiapp.com
Data Deletion: https://www.womiapp.com/legal/data-deletion-instructions

For support issues, please use the Contact Support feature within the Applications for the fastest response.

© 2025 WOMi Technologies Inc. All rights reserved.