EarnBack Referral Programme Terms & Conditions

1. INTERPRETATION AND DEFINITIONS

1.1 In these Terms and Conditions, the following capitalised terms shall have the meanings set out below:

1.2 References to "you" and "your" mean the Referrer. References to "we", "us", and "our" mean Pomelo Added Services Ltd. and its applicable subsidiaries operating in the Participating Market.

1.3 Headings are for convenience only and shall not affect interpretation.

1.4 Any reference to a statute, regulation, or regulatory requirement shall include any amendment, re-enactment, or replacement thereof.

2. ELIGIBILITY AND ENROLMENT

2.1 To be eligible to participate in the EarnBack Programme as a Referrer, you must:

• Hold a fully verified and active LemFi account in good standing at the time of each referral;

• Be resident in, and accessing the Programme from, a Participating Market;

• Be of legal age to enter into binding contracts under the laws of your country of residence;

• Not be an employee, contractor, officer, director, or agent of LemFi or any of its affiliates;

• Not be subject to any sanction, account restriction, or suspension imposed by LemFi or any competent authority; and

• Have completed all applicable identity verification ("KYC") requirements as may be required by LemFi.

2.2 Participation in the EarnBack Programme is voluntary. You may opt in at any time during the Programme Period by activating the Programme via the signing up within the LemFi EarnBack mobile application.

2.3 LemFi reserves the right to modify, suspend, or terminate eligibility criteria at any time, with notice given where required by Applicable Law.

2.4 LemFi may, at its sole discretion, decline to admit or revoke the participation of any person from the Programme at any time if it determines, acting reasonably, that participation is inconsistent with Applicable Law, regulatory requirements, or these Terms.

3. HOW THE EARNBACK PROGRAMME WORKS

3.1 Upon opt-in, you will be issued a unique Referral Link by LemFi.

3.2 You may share the Referral Link with individuals who you believe may be interested in using the LemFi app and in respect of whom the conditions in Clause 5 are satisfied. Sharing the Referral Link is subject to the anti-spam and contact consent obligations set out in Clause 5.

3.3 The EarnBack Programme flow operates as follows:

• Opt-in: You enable the EarnBack Programme via the in-app toggle.

• Contact Access: You optionally grant the EarnBack Programme permission to access your device contact list solely for the purpose of enabling you to select individuals to invite. No data from your contact list is collected, stored, or processed by LemFi without your affirmative selection in the app.

• Contact Selection: You select one or more contacts from your device's contact list to invite.

• Link Distribution: You copy the Referral Link provided by LemFi and share it directly with selected contacts via your preferred messaging channel. LemFi does not send messages to your contacts on your behalf.

• Referee Onboarding: The Referee downloads the LemFi app using the Referral Link and completes registration and verification.

• Qualifying Transaction: The Referee completes a Qualifying Transaction meeting the minimum requirements specified in Schedule 1.

• Reward Credit: Upon verification of the Qualifying Transaction, LemFi credits the applicable Reward to your designated Disbursement Method.

3.4 LemFi may apply a tracking and verification window within which the Qualifying Transaction must occur following the Referee's first registration. The applicable window for each Participating Market is set out in Schedule 1.

3.5 You acknowledge that the Referee must register for the first time using your unique Referral Link for your referral to be tracked. LemFi accepts no liability for Referral Links shared in a manner that disrupts tracking.

4. REWARDS, DISBURSEMENT, AND CONDITIONS

4.1 Subject to these Terms, you will be entitled to the Reward set out in Schedule 1 for the applicable Participating Market upon successful completion of a Qualifying Transaction by your Referee.

4.2 Only one Reward is payable per Referee, regardless of the number of Qualifying Transactions subsequently completed by that Referee.

4.3 Rewards will be available in local currency for you to send to your Preferred Method within 7 business days of LemFi's verification of the Qualifying Transaction.

4.4 You may designate the following as your Disbursement Method:

• A bank account registered to your LemFi profile in a Participating Market; or

• A mobile money wallet linked to your LemFi profile.

4.5 You are responsible for ensuring that your Disbursement Method details are accurate and up to date. LemFi accepts no liability for failed disbursements caused by incorrect account information provided by you.

4.6 LemFi reserves the right to withhold, reverse, or reclaim any Reward where:

• The relevant transaction is subsequently reversed, cancelled, or found to be fraudulent;

• The Referee's account is found to be duplicate, fictitious, or created in violation of LemFi's Terms of Service;

• A Fraudulent Referral is detected;

• You are found to be in breach of these Terms; or

• LemFi is required to do so by Applicable Law or regulatory direction.

4.7 LemFi reserves the right to cap the total number of Rewards payable per Referrer during any given calendar month. Any applicable cap will be communicated to you via in-app notification or the LemFi website.

4.8 Rewards have no cash equivalent beyond the Disbursement Methods described herein and are non-transferable to third parties.

4.9 You are solely responsible for any tax obligations arising from the receipt of Rewards in your jurisdiction. LemFi does not provide tax advice.

4.10. The compensation system will be structured as follows :

5. ANTI-SPAM OBLIGATIONS AND CONTACT CONSENT

This clause governs your obligations as a Referrer before sharing the Referral Link with any individual. LemFi treats compliance with anti-spam and consent obligations as a fundamental condition of participation.

5.1 By sharing the Referral Link with any contact, you expressly represent and warrant to LemFi that:

• You have a genuine, personal or professional relationship with the recipient of the Referral Link;

• The recipient has, either expressly or by clear implication arising from the nature of your relationship, indicated a willingness to receive recommendations of financial products or services from you;

• You have not and will not share the Referral Link with individuals with whom you do not have a pre-existing relationship, including through mass distribution channels, public posting on social media, forums, or other channels that constitute unsolicited bulk communication;

• You have not represented to any contact that their personal data (including their name or phone number) will be provided to LemFi without their knowledge.

5.2 Where you select a contact from your device's contact list within the EarnBack interface and proceed to share the Referral Link, LemFi will extract and process the selected contact's name and phone number and/or email address for the purposes described in the Privacy Policy. By selecting a contact and proceeding, you confirm the representations in Clause 5.1 apply in respect of that individual.

5.3 You must not:

• Use automated tools, bots, or scripts to generate or distribute Referral Links;

• Purchase, scrape, or otherwise compile lists of individuals for the purpose of distributing the Referral Link;

• Use misleading, false, or deceptive descriptions of the LemFi product or the EarnBack Programme when inviting contacts;

• Represent yourself as a LemFi employee, agent, or authorised representative.

5.4 LemFi reserves the right to report persistent or systematic violations of this Clause to relevant regulatory authorities, including data protection supervisory authorities and communications regulators in applicable Participating Markets.

5.5 You agree to indemnify and hold LemFi harmless from any claim, demand, fine, or regulatory action arising directly from your breach of this Clause 5.

6. FRAUD PREVENTION AND PROGRAMME INTEGRITY

6.1 LemFi operates automated and manual systems to detect Fraudulent Referrals. The following conduct is expressly prohibited and constitutes a serious breach of these Terms:

• Self-referrals: Referring yourself, or creating a second account to act as a Referee in respect of your own referral;

• Duplicate Accounts: Creating or using multiple LemFi accounts in connection with the Programme, whether by the Referrer or Referee;

• Colluded Referrals: Coordinating with another person to refer each other, where neither party is a genuine new-to-LemFi user;

• Artificially Generated Transactions: Transacting solely for the purpose of meeting the Qualifying Transaction threshold, including transactions designed to be reversed, without genuine commercial purpose;

• Incentivised Referrals for Gain: Paying, or offering any benefit to, any person to register as a Referee;

• Platform Manipulation: Exploiting bugs, technical errors, or vulnerabilities in the EarnBack Programme to obtain Rewards to which you are not entitled.

6.2 If LemFi suspects, on reasonable grounds, that a Fraudulent Referral has occurred, it may, without prior notice:

• Withhold any pending Rewards;

• Reverse any Rewards already disbursed and reclaim such amounts from your LemFi account balance;

• Suspend or permanently terminate your participation in the EarnBack Programme;

• Suspend or terminate your LemFi account; and/or

• Refer the matter to law enforcement or regulatory authorities where LemFi has reasonable grounds to believe a criminal offence or regulatory breach has occurred.

6.3 LemFi's determination of whether a Fraudulent Referral has occurred shall be final, subject to LemFi's internal disputes process. LemFi will provide you with written reasons for any determination made under this Clause upon request.

6.4 You agree that LemFi's fraud prevention and detection activities are a necessary and proportionate measure and that you will cooperate with any investigation.

7. MODIFICATION, SUSPENSION, AND TERMINATION

7.1 LemFi reserves the right to modify, suspend, or terminate the EarnBack Programme, in whole or in part, or to amend these Terms at any time. Where a material change is made, LemFi will provide at least [14 days'] advance notice via in-app notification or email, except where:

• The change is required by Applicable Law or regulatory direction; or

• The change is necessitated by a security threat, abuse event, or emergency operational requirement.

7.2 You may opt out of the EarnBack Programme at any time by disabling the Programme toggle within the LemFi application. Opting out does not affect Rewards already earned and pending disbursement at the time of opt-out.

7.3 Any Reward entitlements accrued prior to termination of the Programme will be honoured by LemFi unless withheld pursuant to Clause 4.6 or 6.2.

8. LIMITATION OF LIABILITY

8.1 Nothing in these Terms shall limit or exclude LemFi's liability for death or personal injury caused by its negligence, or for fraud or fraudulent misrepresentation, or for any other liability that cannot be lawfully excluded.

8.2 Subject to Clause 8.1, LemFi's aggregate liability to you under or in connection with the EarnBack Programme shall not exceed the total value of Rewards paid to you in the twelve (12) months preceding the claim.

8.3 LemFi shall not be liable for any indirect, consequential, special, incidental, or punitive loss, including loss of profits or loss of anticipated Rewards.

8.4 LemFi does not guarantee the continuous availability of the EarnBack Programme and accepts no liability for temporary interruptions due to maintenance, network failures, or circumstances beyond its reasonable control.

9. GOVERNING LAW AND DISPUTE RESOLUTION

9.1 These Terms are governed by the laws of Nigeria, without regard to its conflict of laws provisions.

9.2 In the event of any dispute arising out of or in connection with these Terms, the parties shall first seek to resolve the dispute through LemFi's internal complaints process.

9.3 Where a dispute cannot be resolved through the internal process within 30 days, either party may refer the matter to arbitration pursuant to the Rules of Arbitration of the International Chamber of Commerce (the "ICC Rules") The arbitration committee shall consist of three (3) arbitrators. Each Party shall appoint one arbitrator within five (5) days of notice to commence arbitral proceedings, and the two arbitrators shall appoint the third arbitrator. If either Party does not appoint its own arbitrator such arbitrator shall be appointed in accordance with the ICC Rules. The seat of the arbitration shall be Lagos, Nigeria and the language of any arbitration shall be English. This clause does not preclude any Party from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of the arbitrators.

9.4 Notwithstanding the foregoing, each party retains the right to seek urgent injunctive or interim relief from any court of competent jurisdiction.

10. GENERAL PROVISIONS

10.1 These Terms, together with the Privacy Policy in Part B and the Schedules, constitute the entire agreement between you and LemFi in respect of the EarnBack Programme and supersede all prior representations, understandings, or agreements relating to it.

10.2 If any provision of these Terms is held to be invalid, unlawful, or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force.

10.3 LemFi's failure to enforce any provision of these Terms does not constitute a waiver of its right to enforce such provision at a later time.

10.4 You may not assign or transfer any rights or obligations under these Terms without LemFi's prior written consent. LemFi may assign its rights and obligations to any successor entity in connection with a merger, acquisition, or restructuring.

10.5 These Terms are available in English. In the event of any inconsistency between versions, the English language version shall prevail.

10.6 LemFi's contact details for queries relating to these Terms are: support@lemfi.com