CEREMONEY™ MOBILE APPLICATION TERMS OF USE

Version 1.0 18/08/2021

1 INTRODUCTION

1.1 Ceremoney is the provider of a software application (“the App”) and related services (collectively “the Services”) used to manage, track and arrange payment for purchases made by guests at hosted events.

1.2 The Ceremoney App is available for download from leading app stores for installation on compatible electronic devices. The App is owned and operated by Ceremoney (Pty) Ltd, registration number: 2019/231352/07 of 10 Wood Dove Place, Glen Eagles Estate, Kempton Park, 1630 (hereafter referred to as “CEREMONEY”, “we”, “us”).

1.3 Your usage of the App or any aspect of the Services shall be governed by these Terms of Use (hereafter referred to as “the Terms”). By using the App, you acknowledge that you have read and agree to be bound by these Terms. You must not use the App if you do not agree to the Terms. We may revise these Terms at any time provided that notice of any such revision shall be prominently displayed to users of the App. Your continued usage of the App after posting notice of any revision to these Terms shall be deemed to constitute your acceptance of the revised Terms.

1.4 The Ceremoney Services are intended for use by Guests, Event Hosts and Venue Partners as further defined in section 2 of these Terms. For Event Hosts and Venue Partners, these Terms supplement the additional Ceremoney Terms of Service for such persons.

2 DEFINITIONS AND INTERPRETATION

2.1 In these Terms, unless the context expressly indicates otherwise, the following words and expressions shall have the meanings assigned to them below:

2.1.1 “Commencement Date” means the date on which you first download or install the Ceremoney App;

2.1.2 “Event” means a planned public or private occasion taking place at a Venue;

2.1.3 “Event Budget” means a monetary amount determined by an Event Host that the Event Host authorises to be spent on the Event Host’s account at a Hosted Event;

2.1.4 “Event Host” means a natural or juristic person who has contracted with a Venue Partner to host an Event at a Venue;

2.1.5 “Guest” means a person attending a Hosted Event at the invitation of the Event Host;

2.1.6 “Guest Event Wallet” means a sub-account of the Event Host’s Ceremoney account that is linked to or associated with an individual Guest and that is used to record the proportion of the Event Budget that is to be allocated and made available by the Event Host for expenditure by such individual Guest at a Hosted Event and to record all transactions that are carried out on that individual Guest’s sub-account by means of the Services;

2.1.7 “Hosted Event” means an Event hosted or booked to be hosted at a Venue by agreement entered into between the Venue Partner and an Event Host or by their authorised representatives or lawful agents for any such purposes;

2.1.8 “Parties” means Ceremoney and you or either one of us as the context may indicate;

2.1.9 “Personal Information” means personal information as defined in the Protection of Personal Information Act 4 of 2013;

2.1.10 "Services" means the provision by Ceremoney of the App and related services for managing, tracking and arranging for payment to be made and received for purchases concluded using the App;

2.1.11 “Stock Lists” means details of the consumable items offered for sale at a Venue and the prices, including VAT, at which such items shall be offered for sale;

2.1.12 “Territory” means the Republic of South Africa;

2.1.13 “VAT” means Value Added Tax, levied from time to time in terms of the Value Added Tax Act, 91 of 1991 (as amended), of the laws of the Republic of South Africa and such other value-added or general sales taxes and the like which a Party is obliged to charge in relation to any products or services supplied by a Party in terms of these Terms;

2.1.14 “Venue” means a location at which an Event takes place; and

2.1.1 “Venue Partner” means a person who has entered into an Venue Partner Agreement with Ceremoney in relation to a Venue.

2.2 The headings to any sections or clauses in these Terms are for reference purposes only and shall in no way govern or affect the interpretation thereof.

2.3 If any provision in the Introduction or any definition contains a substantive provision conferring rights or imposing obligations on a Party, effect shall be given to it as if it were a substantive provision in the body of these Terms.

2.4 The rule of construction that in the event of an ambiguity a contract or any provision thereof shall be interpreted against the Party responsible for the drafting thereof shall not apply in the interpretation of these Terms.

3 COMMENCEMENT

3.1 These Terms shall become binding and effective on the Commencement Date and shall apply to all usage of the App.

4 CAPACITY

4.1 Only persons aged 18 (Eighteen) years or older may access and/or utilise the App. By using the App you warrant that you are 18 (eighteen) years of age or older and of full legal capacity. If you are under the age of 18 (eighteen) or if you are not legally permitted to enter into a binding agreement, then you may use the App only with the involvement and supervision of your parent or legal guardian. If your parent or legal guardian supervises you and gives his/her consent, then such person agrees to be bound to these Terms and to be liable and responsible for you and all your obligations under these Terms.

5 APP REGISTRATION & PERSONAL INFORMATION

5.1 You are required to register with us to make use of the App. To register for and use the App you may, depending on the features you wish to access within the App as either a Guest, Event Host or Venue Partner, be required to provide certain accurate information which may include Personal Information such as an email address and password for security and authentication purposes. Please keep such information updated, confidential and secure. We accept no liability for any damages suffered or losses incurred from the unauthorised use of your personal information to access the App. Registration and/or use of our App constitutes your acceptance and agreement to be bound by these Terms.

5.2 Any Personal Information that you provide to Ceremoney via the App shall be treated and processed in strict compliance with the provisions of any applicable law and subject to our Privacy Policy, which governs our collection and processing of any Personal Information provided to us. You understand that through your use and/or registration of the App you consent to the processing of your personal information as set forth in our Privacy Policy.

6 LICENSE TO USE

6.1 Subject to the terms and conditions contained in these Terms, Ceremoney licenses the App for free usage by Guests. Usage of the App by Event Hosts and Venue Partners shall be reglated by the Terms of Service for such persons read together with these Terms. The license granted to you shall be non-exclusive, non-transferable, revocable, limited license to use the App solely in accordance with these Terms.

6.2 CEREMONEY LICENSES AND SUPPLIES THE APP AND THE SERVICES “AS IS”. CEREMONEY MAKES NO REPRESENTATION AND GIVES NO WARRANTY THAT THE SOFTWARE OR THE SERVICES SHALL BE FREE FROM DEFECT, ALWAYS AVAILABLE OR FIT FOR ANY PARTICULAR PURPOSE NOTWITHSTANDING WHETHER ANY SUCH PURPOSE MAY BE KNOWN TO CEREMONEY AND ALL SUCH REPRESENTATIONS AND WARRANTIES ARE EXPRESSLY DISCLAIMED.

7 ACCESSING THE APP

7.1 We will not charge you to download the App to your mobile device. You are however responsible for all carrier network or other data charges associated with the download. Ceremoney will not be liable for the charges that you incur.

7.2 The App will use cellular networks and/or Wi-Fi connections of your mobile device to allow you access to the App. Ceremoney cannot be held responsible for any interruption, disconnection, interception, distortion or monitoring of your cellular network or Wi-Fi service.

7.3 Please ensure that you use the latest version of the App. We cannot be held responsible for any interruptions of service, incorrect information or any other issues that may arise from your use of an outdated version of the App.

7.4 Please delete the App from your mobile device should you no longer wish to benefit from the services offered via the App or if you do not agree to accept these Terms.

8 SPECIFIC TERMS RELATING TO GUESTS

8.1 You commit to socially responsible usage of the App at all times. You acknowledge that your ability to make use of the App to order any items at a Venue does not constitute an instruction or authorisation by Ceremoney to a Venue Partner or any of its personnel to make any particular service available to you and the you indemnify and hold Ceremoney harmless against any claims arising from any person alleging that any loss or harm was suffered as a result of the provision of any item or service to you or any other any person or Guest at a Venue.

8.2 You acknowledge that Ceremoney is not the supplier of any goods or services supplied to you at Venue as a consequence of your use of the App to place an order for any such goods or services (hereafter referred to as “Third Party Goods”). Ceremoney shall have no liability to you or any other person for any damages, loss or harm suffered by you or any other person in relation to the supply of Third Party Goods.

8.3 Ceremoney does not guarantee the availability of stock items that may be contained in or displayed in any Stock Lists at any Venue or within the App, notwithstanding any balance in any Guest Wallet. It shall be the sole responsibility of the Event Host to ensure that Venue Partners carry sufficient stock for Events.

8.4 You acknowledge that Event Hosts shall be responsible for determining the value of any monetary or other credits to be applied to your Guest Wallet. Ceremoney will not refund any unspent credit in a Guest Wallet to any Guest. Ceremoney does not guarantee that Guests shall be able to make use of all credits applied to their Guest Wallets. Refunds shall be dealt with in accordance with the Ceremoney Event Host Terms of Service and no refunds shall be paid to Guests. You acknowledge further that Event Hosts shall have the sole and unfettered discretion to reduce, add to, revoke or re-allocate credits applied to Guest Wallets prior to any such credits being used by Guests.

8.5 Guests can request refunds of any personal funds loaded onto their Guest Wallet provided that such request is actioned in accordance with the steps as described within the Ceremoney App.

8.6 You shall not use any credits in your Guest Wallet to order or supply, whether directly or indirectly, any alcohol, tobacco and other regulated substances to any persons not lawfully entitled to purchase or be publicly served such substances in accordance with the laws of the Territory. You shall use any credits applied to your Guest Wallet by an Event Host in a safe and socially responsible manner.

8.7 You agree not to share access to your Ceremoney account with other persons and to safeguard access to your mobile device whilst attending Events. You shall be liable for any unauthorised use of the App on your mobile device or user account.

9 EXCLUSION OF LIABILITY

9.1 USE OF THE APP IS ENTIRELY AT YOUR OWN RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WE DO NOT WARRANT THAT THE FUNCTIONS PROVIDED BY THE APP WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE APP IS AVAILABLE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WE ACCEPT NO LIABILITY, TO THE EXTENT PERMITTED BY LAW, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER OR HOWSOEVER CAUSED ARISING FROM THE ACCESS OR USE OF THE APP. YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY US AGAINST ANY LOSS OR DAMAGE SUFFERED OR LIABILITY INCURRED BY REASON OF ANY ACT OR OMISSION ON YOUR PART OR THAT OF ANY THIRD PARTY ACTING ON YOUR BEHALF IN CONNECTION WITH YOUR USE OF THE APP.

9.2 UNDER NO CIRCUMSTANCES WHATSOEVER OR HOWSOEVER ARISING IN RELATION TO THESE TERMS SHALL CEREMONEY’S HAVE ANY LIABILITY TO THE EVENT HOST OR TO ANY GUEST FOR ANY LOSSES, DAMAGES OR OTHER HARM SUFFERED BY THE EVENT HOST OR ANY GUEST AS A RESULT OF ANY ACTION OR OMISSION OF CEREMONEY OR ANY OF ITS AUTHORISED REPRESENTATIVES, AGENTS OR PERSONNEL OR FOR AN ERROR OR FAULT IN THE SERVICES OR ANY INABILITY TO ACCESS OR USE THE SERVICES FOR ANY REASON AND FOR ANY DURATION OF TIME, SAVE WHERE ANY SUCH LOSS OR HARM ARISES AS A RESULT OF THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT OF CEREMONY.

10 TERMINATION

10.1 Without prejudice to any other right and remedies available to us, if you fail to comply with these Terms we may immediately terminate your access or use of the App and/or delete your App account. We are not responsible for any loss damage or harm related to your inability to access or use the App based on such termination.

11 GENERAL

11.1 Entire agreement: These Terms, together with all document incorporated by reference where relevant, contain the entire agreement between the Parties and neither Party shall be bound by any undertakings, representations, warranties, promises or the like not recorded herein.

11.2 Indulgences: No indulgence, leniency or extension of time which any Party (“the grantor”) may grant or show to the other shall operate as an estoppel or in any way prejudice the grantor or preclude the grantor from exercising any of its rights in the future.

11.3 Governing law: These Terms shall be governed by and interpreted in accordance with the laws of the Republic of South Africa. All disputes, actions and other matters in connection with these Terms shall be determined in accordance with such laws.

11.4 Invalidity: Any provision of these Terms which is held invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11.5 Severability: Each undertaking in these Terms shall be construed as a separate undertaking and if one or more of the undertakings contained in these Terms is found to be unenforceable or in any way unreasonable, the remaining undertakings shall continue to bind the Parties. To the extent possible in any jurisdiction to which these Terms may apply or in which these Terms may be enforced, if any undertaking contained in these Terms is found to be void but would be valid if the period of application thereof were reduced or if some part of the undertaking were deleted, the undertaking in question shall apply with such modification as may be necessary to make it valid and effective.

11.6 Cumulative Rights and Remedies: The rights and remedies of Ceremoney under these Terms are cumulative and in addition to any rights and remedies provided by law.

CEREMONEY™ MOBILE APPLICATION TERMS OF USE

1 INTRODUCTION

1.1 Ceremoney is the provider of a software application (“the App”) and related services (collectively “the Services”) used to manage, track and arrange payment for purchases made by guests at hosted events.

1.4 The Ceremoney Services are intended for use by Guests, Event Hosts and Venue Partners as further defined in section 2 of these Terms. For Event Hosts and Venue Partners, these Terms supplement the additional Ceremoney Terms of Service for such persons.

2 DEFINITIONS AND INTERPRETATION

2.1 In these Terms, unless the context expressly indicates otherwise, the following words and expressions shall have the meanings assigned to them below:

2.1.1 “Commencement Date” means the date on which you first download or install the Ceremoney App;

2.1.2 “Event” means a planned public or private occasion taking place at a Venue;

2.1.3 “Event Budget” means a monetary amount determined by an Event Host that the Event Host authorises to be spent on the Event Host’s account at a Hosted Event;

2.1.4 “Event Host” means a natural or juristic person who has contracted with a Venue Partner to host an Event at a Venue;

2.1.5 “Guest” means a person attending a Hosted Event at the invitation of the Event Host;

2.1.7 “Hosted Event” means an Event hosted or booked to be hosted at a Venue by agreement entered into between the Venue Partner and an Event Host or by their authorised representatives or lawful agents for any such purposes;

2.1.8 “Parties” means Ceremoney and you or either one of us as the context may indicate;

2.1.9 “Personal Information” means personal information as defined in the Protection of Personal Information Act 4 of 2013;

2.1.10 "Services" means the provision by Ceremoney of the App and related services for managing, tracking and arranging for payment to be made and received for purchases concluded using the App;

2.1.11 “Stock Lists” means details of the consumable items offered for sale at a Venue and the prices, including VAT, at which such items shall be offered for sale;

2.1.12 “Territory” means the Republic of South Africa;

2.1.14 “Venue” means a location at which an Event takes place; and

2.1.1 “Venue Partner” means a person who has entered into an Venue Partner Agreement with Ceremoney in relation to a Venue.

2.2 The headings to any sections or clauses in these Terms are for reference purposes only and shall in no way govern or affect the interpretation thereof.

2.3 If any provision in the Introduction or any definition contains a substantive provision conferring rights or imposing obligations on a Party, effect shall be given to it as if it were a substantive provision in the body of these Terms.

2.4 The rule of construction that in the event of an ambiguity a contract or any provision thereof shall be interpreted against the Party responsible for the drafting thereof shall not apply in the interpretation of these Terms.

3 COMMENCEMENT

3.1 These Terms shall become binding and effective on the Commencement Date and shall apply to all usage of the App.

4 CAPACITY

5 APP REGISTRATION & PERSONAL INFORMATION

6 LICENSE TO USE

7 ACCESSING THE APP

7.1 We will not charge you to download the App to your mobile device. You are however responsible for all carrier network or other data charges associated with the download. Ceremoney will not be liable for the charges that you incur.

7.2 The App will use cellular networks and/or Wi-Fi connections of your mobile device to allow you access to the App. Ceremoney cannot be held responsible for any interruption, disconnection, interception, distortion or monitoring of your cellular network or Wi-Fi service.

7.3 Please ensure that you use the latest version of the App. We cannot be held responsible for any interruptions of service, incorrect information or any other issues that may arise from your use of an outdated version of the App.

7.4 Please delete the App from your mobile device should you no longer wish to benefit from the services offered via the App or if you do not agree to accept these Terms.

8 SPECIFIC TERMS RELATING TO GUESTS

8.5 Guests can request refunds of any personal funds loaded onto their Guest Wallet provided that such request is actioned in accordance with the steps as described within the Ceremoney App.

8.7 You agree not to share access to your Ceremoney account with other persons and to safeguard access to your mobile device whilst attending Events. You shall be liable for any unauthorised use of the App on your mobile device or user account.

9 EXCLUSION OF LIABILITY

10 TERMINATION

11 GENERAL

11.1 Entire agreement: These Terms, together with all document incorporated by reference where relevant, contain the entire agreement between the Parties and neither Party shall be bound by any undertakings, representations, warranties, promises or the like not recorded herein.

11.2 Indulgences: No indulgence, leniency or extension of time which any Party (“the grantor”) may grant or show to the other shall operate as an estoppel or in any way prejudice the grantor or preclude the grantor from exercising any of its rights in the future.

11.3 Governing law: These Terms shall be governed by and interpreted in accordance with the laws of the Republic of South Africa. All disputes, actions and other matters in connection with these Terms shall be determined in accordance with such laws.

11.6 Cumulative Rights and Remedies: The rights and remedies of Ceremoney under these Terms are cumulative and in addition to any rights and remedies provided by law.

Contact