N-Gage Loyalty Points Redemption Scheme Terms

PLEASE READ CAREFULLY BEFORE REGISTERING FOR AN N-GAGE LOYALTY POINTS ACCOUNT WITH THE APP.

Wemet Loyalty Company (WLC) is a private company limited by shares incorporated in the Isle of Man under company number 012541V.

  1. This N-Gage Loyalty Point Redemption Scheme Terms (“Redemption Terms”), together with  the N-Gage Privacy Policy, N-Gage Terms of Use, N-Gage Acceptable and Fair Use Policy and N-Gage Cookies Policy, set out the understanding on which you, a user of the App and a participant in the N-Gage Loyalty Point Earning Scheme (you, your, User or other such similar pronouns) may redeem N-Gage Loyalty Points from WLC which are granted to you by Your Wellness Group Limited (“N-Gage”) a company registered in England and Wales in connection with your use of their N-Gage Lifestyle Messenger Application (“the App”) and no other applications bearing the word n-gage such as n-gage Lite, n-gage 4 work or any other application marketed by N-Gage now or at any time in the future under any of the N-Gage Loyalty Point Earning Schemes.

You should print a copy of these Redemption Terms or save them to your computer for future reference.

THESE REDEMPTION TERMS APPLY ONLY TO THE REDEMPTION BY WLC OF N-GAGE LOYALTY POINTS (GRANTED TO YOU BY N-GAGE) PURSUANT TO ANY OF THE N-GAGE LOYALTY POINT EARNING SCHEMES AGREED AND ACCEPTED BY YOU. PLEASE READ THESE REDEMPTION TERMS CAREFULLY AND MAKE SURE THAT YOU UNDERSTAND THEM. THESE REDEMPTION TERMS DO NOT CONSTITUTE LEGAL OR FINANCIAL ADVICE AS TO THE SUITABILITY OF THE N-GAGE LOYALTY POINTS AND OR ITS REDEMPTION VALUE WHETHER IN KIND OR OTHERWISE. BEFORE ACCEPTING THESE REDEMPTION TERMS, YOU SHOULD TAKE LEGAL ADVICE IN THE JURISDICTION IN WHICH YOU ARE SITUATED AS TO THE COMPLIANCE WITH LOCAL SECURITIES AND FOREIGN EXCHANGE LAWS AND THE IMPLICATIONS OF RECEIVING N-GAGE LOYALTY POINTS FROM A PRIVATE COMPANY INCORPORATED IN ENGLAND AND WALES AND/OR ANY REDEMPTION VALUE WHETHER IN KIND OR OTHERWISE FROM A PRIVATE COMPANY INCORPORATED IN THE ISLE OF MAN. YOU SHOULD ALSO SEEK YOUR OWN TAX ADVICE.

BY CREATING AN N-GAGE LOYALTY POINTS ACCOUNT IN ACCORDANCE WITH ANY OF THE N-GAGE LOYALTY POINTS EARNING SCHEMES, YOU ARE ACCEPTING THESE REDEMPTION TERMS AND AGREEING TO BE BOUND BY THEM.

BY ACCEPTING THESE REDEMPTION TERMS YOU CONFIRM THAT YOU HAVE NOT BEEN INDUCED BY ANY OF N-GAGE, WLC OR ITS EMPLOYEES, AGENTS OR ANY OTHER PERSON OR BODY ASSOCIATED WITH IT TO PARTICIPATE IN ANY OF THE N-GAGE LOYALTY POINT EARNING SCHEMES AND YOU HAVE NOT RELIED ON ANY WARRANTY OR REPRESENTATION WHETHER EXPRESS OR IMPLIED IN RESPECT OF THE N-GAGE LOYALTY POINT EARNING SCHEMES WHEN DECIDING TO ACCEPT THESE REDEMPTION TERMS.

BY ACCEPTING THESE REDEMPTION TERMS YOU AGREE THAT DISPUTES IN RELATION TO THE NUMBER OF N-GAGE LOYALTY POINTS ALLOCATED, EARNED AND OR GRANTED SHALL BE RESOLVED BY N-GAGE ONLY, AND SUCH A DECISION SHALL BE FINAL AND BINDING ON YOU. BY ACCEPTING THESE REDEMPTION TERMS YOU FURTHER AGREE THAT YOU WILL HOLD WLC AND / OR ITS EMPLOYEES, DIRECTORS OR ITS AGENTS HARMLESS FOR ANY DIRECT OR INDIRECT LOSS AND / OR DISPUTES AS TO THE NUMBER OF N-GAGE LOYALTY POINTS ALLOCATED, EARNED AND / OR GRANTED TO YOU BY N-GAGE

BY ACCEPTING THESE REDEMPTION TERMS YOU AGREE THAT THE NUMBER OF N-GAGE LOYALTY POINTS WE WILL EXCHANGE AND OR REDEEM WILL BE SUBJECT TO THE RESPECTIVE TERMS OF THE N-GAGE LOYALTY POINTS EARNING SCHEME UNDER WHICH YOU WERE ALLOCATED, EARNED BY YOU AND OR GRANTED TO YOU. BY ACCEPTING THESE TERMS YOU FURTHER AGREE THAT AS A RESULT THE NUMBER OF N-GAGE LOYALTY POINTS WE EXCHANGE AND OR REDEEM MAY BE LOWER THAN THE AMOUNT OF N-GAGE LOYALTY POINTS ALLOCATED, EARNED AND OR GRANTED TO YOU AND THE BALANCE WILL LAPSE.

BY ACCEPTING THESE REEDMPTION TERMS YOU AGREE THAT YOU CAN ONLY PARTICIPATE IN A SINGLE TRANSACTION TO EITHER EXCHANGE AND OR REDEEM YOUR N-GAGE LOYALTY POINTS WITH WLC AND THAT THEREAFTER THE BALANCE OF ALL YOUR N-GAGE LOYALTY POINTS IF ANY WILL LAPSE AND WILL BE FORFEITED AND YOUR N-GAGE LOYALTY POINTS REDEEMPTION ACCOUNT WILL BE CLOSED. (FOR THE AVOIDANCE OF DOUBT THE SINGLE TRANSACTION RELATES TO THE EXCHANGE OR REDEMPTION OF THE AGGREGATE OF ALL POINTS FROM ALL SCHEMES WHICH YOU MAY HAVE PARTICIPATED IN.)

BY ACCEPTING THESE REDEMPTION TERMS YOU AGREE THAT ANY DISPUTES IN RELATION TO THE NUMBER OF N-GAGE LOYALTY POINTS YOU WILL BE ALLOWED TO REDEEM IRRESPECTIVE OF HOW MANY HAVE BEEN ALLOCATED, EARNED AND OR GRANTED SHALL BE RESOLVED BY N-GAGE ONLY, AND SUCH A DECISION SHALL BE FINAL AND BINDING ON YOU. BY ACCEPTING THESE REDEMPTION TERMS YOU FURTHER AGREE THAT YOU WILL HOLD WLC AND / OR ITS EMPLOYEES, DIRECTORS OR ITS AGENTS HARMLESS FOR ANY DIRECT OR INDIRECT LOSS AND / OR DISPUTES AS TO THE NUMBER OF N-GAGE LOYALTY POINTS YOU ARE ALLOWED TO REDEEM.

BY ACCEPTING THESE REDEMPTION TERMS YOU AGREE THAT THE N-GAGE LOYALTY POINTS REDEMPTION SCHEME MAY BE WITHDRAWN AT ANY TIME BY WLC IN THE EVENT IT IS NO LONGER ABLE TO OPERATE THE SCHEME.

BY ACCEPTING THESE REDEMPTION TERMS YOU ALSO AGREE THAT YOU ARE ABOVE THE AGE OF 18 YEARS AND THAT IN THE EVENT YOU ARE REQUIRED TO PROVIDE SUCH PROOF EITHER BY N-GAGE AND / OR WLC OR ITS EMPLOYEES AND / OR ITS AGENTS YOU WILL DO SO PROMPTLY AND THAT IF YOU FAIL TO PROVIDE SUCH PROOF WITHIN THE TIME SPECIFIED YOUR N-GAGE LOYALTY POINTS WILL BE WITHDRAWN AND / OR YOU WILL NOT BE ABLE TO REDEEM YOUR N-GAGE LOYALTY POINTS AND YOUR PARTICIPATION IN THE SCHEME WILL CEASE IMMEDIATELY.

BY ACCEPTING THESE REDEMPTION TERMS YOU ALSO AGREE THAT ANY COMMUNICATION WITH REGARD TO THE SCHEME BY EITHER N-GAGE AND OR WLC AND OR ITS EMPLOYEES AND OR ITS AGENTS WILL ONLY BE VIA THE APP AND/OR THE VALID EMAIL ADDRESS PROVIDED BY YOU AT THE TIME OF REGISTRATION WITH ANY OF THE N-GAGE LOYALTY POINT EARNING SCHEMES. ANY CHANGES IN THE REGISTRATION DETAILS MUST BE UPDATED BY YOU IN THE APP. IN THE EVENT YOU FAIL TO PROVIDE VALID DETAILS OR TO UPDATE YOUR REGISTRATION DETAILS, YOU MAY NOT RECEIVE COMMUNICATION FROM US WITH RESPECT TO THE N-GAGE LOYALTY POINT EARNING SCHEMES WHICH MAY RESULT IN THE LAPSE OF YOUR N-GAGE LOYALTY POINTS.

BY ACCEPTING THESE REDEMPTION TERMS YOU ALSO AGREE THAT IN THE EVENT YOU CHANGE THE REGISTRATION DETAILS AT ANY TIME AFTER BEING ACCEPTED IN ANY OF THE SCHEMES, WLC RESERVES THE RIGHT TO REFUSE REDEMPTION OF ANY ALLOCATED, EARNED AND / OR RETAINED N-GAGE LOYALTY POINTS IF SUCH CHANGE VIOLATES ANY REGISTRATION REQUIREMENTS AS SET OUT IN THE TERMS OF ANY OF THE N-GAGE LOYALTY POINT EARNING SCHEMES.

BY ACCEPTING THESE REDEMPTION TERMS YOU ALSO AGREE THAT YOU CAN ONLY REDEEM YOUR N-GAGE LOYALTY POINTS FROM WLC AND THAT NEITHER N-GAGE AND / OR WLC AND / OR THEIR EMPLOYEES AND / OR AGENTS AND / OR ANYONE CONNECTED WITH THEM WHETHER DIRECTLY OR INDIRECTLY GUARANTEE ANY REDEMPTION VALUE FOR THE N-GAGE LOYALTY POINTS WHETHER IN CASH OR IN KIND OTHER THAN A CASH VALUE OF £0.00001 PER N-GAGE LOYALTY POINT WHICH CAN BE REDEEMED IN PERSON ONLY FROM WLC.

BY ACCEPTING THESE REDEMPTION TERMS YOU UNDERSTAND THAT DESPITE OUR BEST EFFORTS TO PROTECT, THROUGH VARIOUS TECHNOLOGIES, THE DATA AND INFORMATION PROVIDED BY YOU, WE CANNOT GUARANTEE 100% SECURITY AT ALL TIMES AND YOU THEREFORE HEREBY AGREE TO HOLD HARMLESS N-GAGE, WLC AND THEIR EMPLOYEES, DIRECTORS AND AGENTS AGAINST ANY DATA SECURITY BREACHES, LOSS MISUSE OR UNAUTHORIZED ACCESS OR DISCLOSURE OF INFORMATION.

BY ACCEPTING THESE REDEMPTION TERMS YOU AGREE AND CONSENT FOR US TO OBTAIN YOUR REGISTRATION DETAILS AND INFORMATION REGARDING YOUR BALANCE OF N-GAGE LOYALTY POINTS FROM N-GAGE SUCH INFORMATION BEING NECESSARY FOR THE PURPOSE OF REDEMPTION OF YOUR N-GAGE LOYALTY POINTS BY WLC

BY ACCEPTING THESE REDEMPTION TERMS YOU AGREE THAT FURTHER INFORMATION MAY BE REQUESTED AS PART OF COMPLIANCE REQUIREMENTS BY ANY RELEVANT GOVERNMENT AUTHORITIES BEFORE REDEMPTION OF YOUR N-GAGE LOYALTY POINTS AND THAT YOU WILL COMPLY WITH SUCH REQUEST AND IN CASE OF NON COMPLIANCE YOUR N-GAGE LOYALTY POINTS WILL NOT BE REDEEMED BY WLC

Please note that if you refuse to accept these Redemption Terms, you will not be able to redeem your allocated, earned or granted N-Gage Loyalty Points.

These Redemption Terms were adopted on 29th July 2016. We may amend these Redemption Terms from time to time at our sole discretion. Please check the Website from time to time to take notice of any changes we make, as they are binding on you. Your continuous use of the N-Gage Lifestyle Messenger Application, even after changes are made to these Redemption Terms, with or without notice from us, implies your agreement to be bound by the revised Redemption Terms.

  1. INFORMATION ABOUT US

We operate the N-Gage Loyalty Points Redemption Scheme for N-Gage and the Website at www.n-gage.com. We are Wemet Loyalty Company Limited, a company registered in the Isle of Man under company number 012541V with our registered office at 34, North Quay, Douglas, Isle of Man, IM1 4LB.  

  1. YOUR ACCOUNT

    1. In order for you to redeem your earned and granted N-Gage Loyalty Points by N-Gage, we will create an N-Gage Loyalty Points Redemption Account using the following information obtained from N-Gage:

  • Full name;

  • Address;

  • Date of birth;

  • Email address;

  • Mobile phone number;

  • Current balance of granted N-Gage Loyalty Points

  • Secret question and response.

In addition to the above we may request further relevant information from N-Gage as is necessary to validate your current redeemable balance and before we redeem your N-Gage Loyalty Points. In the event you wish to update the above mentioned information, you may do so by updating your account opened with N-Gage at the time of registration of the N-Gage Loyalty Point Earning Scheme.

  1. In the event that you do not meet the registration requirements as required by you at the time of registering for the N-Gage Loyalty Point Earning Schemes, we reserve the right to refuse the redemption of your N-Gage Loyalty Points until such non-compliance is rectified to our reasonable satisfaction within the time set for such rectification.

  2. You will be able to redeem any of the N-Gage Loyalty Points allocated, earned and or granted to you subject to the terms of the N-gage Loyalty Points Earning Schemes under which you were allocated, you earned and or were granted and also subject to and in accordance with these Redemption Terms through the Rewards section of the App.

  3. At any time, you may cancel, at your own will, your N-Gage Loyalty Points Redemption Account. If you do cancel your N-Gage Loyalty Points Redemption Account, it will restrict your ability to redeem your N-Gage Loyalty Points granted to you by N-Gage. You will not be entitled to reinstate your N-Gage Loyalty Points Redemption Account at a later date except at the sole discretion of the management of WLC.

  1. WITHDRAWING N-GAGE LOYALTY POINT REDEMPTION SCHEME

    1. Notwithstanding anything contained in paragraph 3.4 above, your ability to redeem or exchange your N-Gage Loyalty Points may be withdrawn and/or forfeited at our sole and absolute discretion if:

    2. N-Gage Loyalty Points have not been exchanged or redeemed within the time period required by WLC when an offer to redeem the N-Gage Loyalty Points is made to you;

    3. WLC or N-GAGE is liquidated or wound up for any reason;

    4. In any event the N-Gage Loyalty Points Redemption Scheme will close on 31st March 2025 or on the happening of a Trigger Event, whichever is earlier

  1. REDEMPTION OR EXCHANGE OF N-GAGE LOYALTY POINTS: GIFTS

    1. Subject to the terms of the N-gage Loyalty Points Earning Scheme under which you were allocated, you earned and or were granted N-age Loyalty Points, you will be entitled to redeem or exchange such valid and eligible N-Gage Loyalty Points with us for a gift at any time from 1st April 2019 to 31st March 2025.   

      1. Immediately prior to 1st April 2019, we will contact you through the App with an In-App Message and/or email addressed to the email address provided by you at the time of registration for the N-Gage Loyalty Points Earning Scheme and offer you the choice of exchanging your N-Gage Loyalty Points for either a gift or gifts (the nature of which will be notified to you at that time as will the number of N-Gage Loyalty Points required in order to qualify for each of the available gifts).  Such information will also be displayed on the Website which will be notified to you in the App and/or via email.

      2. It is important that you seek legal and tax advice relevant to the jurisdiction in which you are resident prior to deciding whether you wish to accept the gift or not. The payment of any tax, import duties, import taxes or any charges associated with your receiving of the gift in your country will be your responsibility.

      3. In the event you don’t have sufficient N-Gage Loyalty Points for the gift you desire, you may, at the sole and absolute discretion of WLC, be offered an opportunity to pay an additional cash amount in order that you may receive the desired gift. Such information will be displayed on the Website at that time.

      4. In addition to your N-Gage Loyalty Points you may be required to pay an additional cash amount to cover additional shipping and handling costs associated with certain gifts; the cost of which may vary according to the country of destination of the gift. Such additional costs will also be displayed on the Website at that time.

      5. In case any prior approval from any regulatory authorities is required in your country, you shall be solely responsible to obtain the same prior to the acceptance of the gift or making any additional payment, including shipping and handling costs associated with certain gifts.

      6. All gifts offered in exchange for N-Gage Loyalty Points may vary from time to time and will be subject to availability and on a first come first served basis. The number of N-Gage Loyalty Points and additional cash amounts as per clauses 5.1.3 and 5.1.4 required in exchange for a gift may also vary from time to time for the same gift.

      7. The exchange of the N-Gage Loyalty Points for a gift may be subject to additional terms and conditions to those in these Redemption Terms and will be notified and displayed on the Website from time to time.   

      8. When you choose to receive a gift in exchange for your N-Gage Loyalty Points, you will receive an email notification confirming the exchange and the number of N-Gage Loyalty Points which have been deducted from your N-Gage Loyalty Points Account. Any remaining N-Gage Loyalty Points in your N-gage Loyalty Points Account will be forfeited and withdrawn and the balance in your N-Gage Loyalty Points Account will be zero.

      9. In order to receive your gift, you will also be required to provide an address as to where your gift is to be sent or delivered to.

  2. REDEMPTION OR EXCHANGE OF N-GAGE LOYALTY POINTS: SHARE SALE OR DISPOSAL

            Subject to the terms of the N-Gage Loyalty Points Earning Scheme under which you were allocated, you earned and or were granted N-age Loyalty Points,  you will be entitled to exchange your valid and eligible N-Gage Loyalty Points with WLC for “B” Ordinary shares of N-Gage and / or its Cash Equivalent in the event of either (i) a Share Sale, i.e.; the transfer of Shares in N-Gage, on an arm’s length basis, which would result in a third party purchaser acquiring more than 50% of the Shares or (ii) Disposal, i.e., the disposal by N-Gage of all, or a substantial part of, its business and assets.

6.1.    Just prior to a Share Sale or Disposal taking place, WLC will contact you through the App and/or email provided by you during registration for the N-Gage Loyalty Points Scheme and offer you the choice of exchanging your N-gage Loyalty Points for either “B” ordinary shares in N-Gage, and / or a Cash Equivalent (the nature of which will be notified to you at that time as will the exact mechanism of doing so) less any costs associated with the sale and bank transfer and administrative costs. Information will also be posted on the Website, the details of which will be notified to you at that time. It will be important that you seek legal and tax advice relevant to the jurisdiction in which you are resident prior to deciding whether you wish to accept the offer. In case of any prior approval from any regulatory authorities is required in your country, you shall be solely responsible to obtain the same prior to the acceptance of the offer.

6.2    Whether in exchange for your N-Gage Loyalty Points you are offered “B” Ordinary Shares in N-Gage or its Cash Equivalent and or both will only be decided and notified at the time as specified in clause 6.1 and will be at the sole and absolute discretion of WLC.

6.3    Such decision in clause 6.2 will be based on legal and professional advice obtained by either N-Gage and / or WLC and / or if it is in the best interests of WLC, N-Gage or the Users to do so. In any event whatever the decision it will be final and binding on you.

6.4    Subject to you being offered to do so if you decide to exchange your N-Gage Loyalty Points for “B” Ordinary Shares in N-Gage, one N-Gage Loyalty Point will always equate to one “B” Ordinary Share of £0.00001 in N-Gage or securities representing such “B” Ordinary shares

6.5    Subject to you being offered to do so if you decide to exchange your N-Gage Loyalty Points for “B” Ordinary Shares in N-Gage, only digital certificates will be issued via email to you in respect of such “B” Ordinary Shares. You will receive an email notification that your N-Gage Loyalty Points have been exchanged for “B” Ordinary Shares in N-Gage together with a statement of account giving full details of the exchange. We would be happy to provide printed certificates on payment of administrative costs details of which will be given to you via email.

6.6    Subject to you being offered to do so if you decide to exchange your N-Gage Loyalty Points for cash, the cash receivable by you will be equivalent to that realised by WLC for “B” Ordinary shares in N-Gage or securities representing such “B” Ordinary shares that you would have received as per clause 6.4 in exchange for your N-Gage Loyalty Points less any costs associated with the sale and bank transfer and administrative costs.

6.7    In order to receive either “B” Ordinary Shares and /or cash in exchange for your N-Gage Loyalty Points, you must provide WLC the required information, details of which will be requested from you via email on the address provided by you at the time of registration for the N-Gage Loyalty Point Earning Scheme (this may include your bank account details for the payment of the cash). Failure to notify us of this information within the required period may result in the “B” Ordinary Shares and / or the cash equivalent being forfeited. In the event of forfeiture, the N-Gage Loyalty Points earned and granted to you will be withdrawn from your N-Gage Loyalty Points Account and will not be reinstated, except at the sole discretion of the management of WLC.  

6.8    Whether you receive an offer to exchange your N-gage Loyalty Points for “B” Ordinary Shares in N-Gage and / or the cash equivalent will depend on the terms of the Share Sale or the Disposal and will be at the sole absolute of discretion of WLC.

  1. REDEMPTION OR EXCHANGE OF N-GAGE LOYALTY POINTS: LISTING

            Subject to the terms of the N-gage Loyalty Points Earning Scheme under which you were allocated, you earned and or were granted N-age Loyalty Points  you will be entitled to exchange your valid and eligible N-Gage Loyalty Points with WLC for “B” Ordinary shares of N-Gage with a nominal value of £0.00001 or securities representing such “B” Ordinary shares and or its Cash Equivalent in the event of the admission of all or any of the Shares of N-GAGE, or securities representing such shares to the Official List of the Financial Conduct Authority or on the AIM market operated by the London Stock Exchange plc or to any recognised investment exchange (Listing).

7.1    Just prior to a Listing, WLC will contact you through the App and/or via the email provided by you during registration for the N-Gage Loyalty Point Earning Scheme and offer you the choice of exchanging your N-Gage Loyalty Points for either “B” Ordinary shares in N-Gage or any securities representing such ”B” Ordinary shares, and or a Cash Equivalent (the nature of which will be notified to you at that time as will the exact mechanism of doing so) less any costs associated with the sale and bank transfer and administrative costs .Information will also be posted on the Website details of which will be notified to you at the time. It will be important that you seek legal and tax advice relevant to the jurisdiction in which you are resident prior to deciding whether you wish to accept the offer.

7.2    Whether in exchange for your N-Gage Loyalty Points you are offered “B” Ordinary shares in N-Gage or securities representing such “B” Ordinary shares or its Cash Equivalent and or both will only be decided and notified at the time as specified in clause 7.1 and will be at the sole and absolute discretion of WLC

7.3    Such decision in clause 7.2 will be based on legal and professional advice obtained by either N-Gage and / or WLC and / or if it is in the best interests of WLC, N-Gage or the Users to do so. In any event whatever the decision it will be final and binding on you

7.4    Subject to you being offered to do so, if you decide to exchange your N-Gage Loyalty Points for “B” Ordinary Shares in N-Gage or securities representing such “B” Ordinary shares, one N-Gage Loyalty Point will always equate to one “B” Ordinary Shares of £0.00001 in N-Gage or securities representing such “B” Ordinary shares

7.5    Subject to you being offered to do so if you decide to exchange your N-Gage Loyalty Points for “B” Ordinary Shares in N-Gage or securities representing such “B” Ordinary shares, only digital certificates will be issued via email to you in respect of such “B” Ordinary Shares. You will receive an email notification that your N-Gage Loyalty Points have been exchanged for “B” Ordinary Shares in N-Gage or securities representing such “B” Ordinary shares together with statement of account giving full details of the exchange. We will be happy to provide printed certificates on payment of administrative costs details of which will be given to you at the email address provided by you at the time of registration for the N-Gage Loyalty Point Earning Scheme

7.6    Subject to you being offered to do so if you decide to exchange your N-Gage Loyalty Points for cash, the cash receivable by you will be equivalent to that realised by WLC for “B” Ordinary shares in N-Gage or securities representing such “B” Ordinary shares that you would have received as per clause 7.4 in exchange for your N-Gage Loyalty Points less any costs associated with the sale and bank transfer and administrative costs.

7.7    In order to receive either “B” Ordinary Shares and or cash in exchange for your N-Gage Loyalty Points, you must provide WLC of the required information which details will be requested from you via email on the address provided by you at the time of registration for the N-Gage Loyalty Point Earning Scheme (this may include your bank account details for the payment of the cash). Failure to notify us of this information within the required period may result in “B” Ordinary Shares and / or the cash equivalent being forfeited. In the event of forfeiture, the N-Gage Loyalty Points earned and granted to you will be withdrawn from your N-Gage Loyalty Points Account and will not be reinstated, except at the sole discretion of the management of WLC.

  1. USE OF THE APP

Your use of the App is governed by our N-Gage Terms of Service, N-Gage Privacy Policy, N-Gage Cookies Policy and N-Gage Acceptable and Fair Use Policy which can be found at www.n-gage.com. Please take the time to read these, as they include important terms which apply to you.

  1. HOW WE USE YOUR PERSONAL INFORMATION

We only use your personal information in accordance with the N-Gage Privacy Policy. Please take the time to read the N-Gage Privacy Policy, as it includes important terms which apply to you. The N-Gage Privacy Policy can be found at www.n-gage.com.

  1. OUR LIABILITY

    1. We will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Redemption Terms for any loss of profits, sales, business, or revenue, loss or corruption of data, information or software, loss of business opportunity, loss of anticipated savings, loss of goodwill, or any other indirect or consequential loss.

    2. Except as expressly stated in these Redemption Terms, we do not give any representation, warranties or undertakings in relation to these Redemption Terms, the N-Gage Loyalty Points, gifts or “B” Ordinary Shares. Any representation, condition or warranty which might be implied or incorporated into these Redemption Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law.

  1. EVENTS OUTSIDE OUR CONTROL

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Redemption Terms that is caused by an “Event Outside Our Control”. We may withdraw all N-Gage Loyalty Points if there is an Event Outside Our Control. For the purposes of these Redemption Terms an Event Outside Our Control shall mean any act or event beyond our reasonable control, including without limitation any enactment/amendment to the applicable laws, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.

  1. COMMUNICATIONS BETWEEN US

    1. When we refer in these Redemption Terms to “in writing”, this shall mean e-mail and in case of WLC shall also mean an In-App Message.

    2. Any notice or other communication given by you to us, under or in connection with these Redemption Terms shall be in writing and shall be addressed to us at championssupport@n-gage.com.

    3. Any Notice or other communication given by us to you, under or in connection with these Redemption Terms shall be in writing and shall be addressed to you at the email address provided by you at the time of registration for the N-Gage Loyalty Points Earning Scheme. Any notice or communication from us to you may also be given to you within the App through In-App Messages

    4. A notice or other communication shall be deemed to have been received on the same day the email is sent and or In-App Message was sent once it reaches the N-Gage servers whether it was retrieved by you or not.

  2. OTHER IMPORTANT TERMS

    1. If this agreement is translated into any language other than English and there is a conflict on any clause between the translated version and the English version, the English language text shall prevail.

    2. Any costs incurred by N-GAGE, WLC or Wellness Technology and Media Group Ltd in respect of the gifts, granting of ”B” Ordinary Shares or sale or disposal of the Shares on behalf of the Users may be deducted from any proceeds received in respect of those Shares or as a result of a Trigger Event prior to release of any proceeds to the Users.

    3. We may transfer and assign our rights and obligations under these Redemption Terms to another organisation, without your prior permission.

    4. You may not transfer or assign your rights or your obligations under these Redemption Terms to another person.

    5. These Redemption Terms are between you, a participant of the N-Gage Loyalty Points Earning Scheme on the N-Gage Lifestyle Messenger Mobile Application and us, Wemet Loyalty Company Limited. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

    6. Each of the paragraphs of these Redemption Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

    7. If we fail to insist that you perform any of your obligations under these Redemption Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

    8. You understand that by accepting these Redemption Terms you do not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Redemption Terms

    9. These Redemption Terms are governed by English law. This means these Redemption Terms and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.

  3. CONTACT US

If you wish to contact us for any reason you can contact us by e-mailing us at championssupport@n-gage.com.

Appendix –

These Redemption Terms may be varied by us at any time without prior notice.

Your Wellness Group Limited “N-GAGE” is a private company limited by shares incorporated in England and Wales under company number 08563608 with its registered office at 3 Montpelier Avenue, Bexley, Kent DA5 3AP. As of 1st July 2016 N-GAGE’s issued share capital is £11,110 divided into 861,000,000 “A” ordinary shares of £0.00001 and 250,000,000 “B” Ordinary Shares of £0.00001 each.

Wemet Loyalty Company holds in trust the 250,000,000 “B” Ordinary Shares in N-Gage and has agreed to operate this N-Gage Loyalty Points Redemption Scheme on the terms set out therein.

  1. DEFINITIONS & INTERPRETATION

    1. The definitions and rules of interpretation in this clause 1 apply in this agreement.

“A” Ordinary Shares

Means Ordinary “A” Class Shares of GBP 0.00001 each in the issued share capital of Your Wellness Group Limited having the rights and liabilities as set out in its articles of association.

Business Day:

A day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

“B” Ordinary Shares

Means Ordinary “B” class shares of GBP 0.00001 each in the issued share capital of Your Wellness Group Limited having the rights and liabilities as set out in its articles of association.

“B” Cash Equivalent:

Means the equivalent value representing the value of “B” Ordinary Shares in cash in Pounds Sterling in the event of a Share Sale or Disposal

Disposal:

The disposal by Your Wellness Group Limited of all, or a substantial part of, its business and assets.

Listing:

The successful application and admission of all or any of the Shares, or securities representing such Shares to the Official List of the Financial Conduct Authority or on the AIM market operated by the London Stock Exchange plc, or the Nasdaq National Stock Market of the Nasdaq Stock Market Inc., or to any recognised investment exchange (as defined in section 285 of the United Kingdom Financial Services and Markets Act 2000).

Loyalty Schemes:

Means either of the four User N-Gage Loyalty Points Earning Schemes run and operated by Your Wellness Group Limited on the N-Gage Lifestyle Messenger Application relating to the grant of Loyalty Points to a participant of such scheme, the terms and conditions of which are contained at www.n-gage.com, and may be amended from time to time.

Shares:

Means either “A” Ordinary Shares or “B” Ordinary Shares of Your Wellness Group Limited.

Share Sale:

The sale of (or the grant of a right to acquire or to dispose of) any Shares (in one transaction or as a series of transactions) which would, if completed, result in the buyer of those Shares (or grantee of that right) and persons acting in concert with him together acquiring a Controlling Interest, except where the identities of the shareholders in the buyer and the proportion of shares of the buyer held by each of them following completion of the sale are the same as the identities of the Shareholders and their respective shareholdings in N-GAGE immediately before the sale.

Trigger Event:

Means, in relation to Your Wellness Group Limited, a Share Sale, Disposal or Listing.

Website:

Means www.n-gage.com and includes any upgrades and any other software or documentation which enables its use.

Wellness Technology and Media Group Ltd:

Means a company based in Jersey which owns the shares in N-GAGE and WLC

  1. Clause headings shall not affect the interpretation of this agreement.

  2. References to clauses are to the clauses of this agreement.

  3. Words in the singular shall include the plural and vice versa.

  4. Where the words include(s), including or in particular are used in this agreement, they are deemed to have the words “without limitation” following them. The words other and otherwise are illustrative and shall not limit the sense of the words preceding them.

 

Version 1 dated 29/7/16

 

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