CLUB SWAN^® REFERRAL PROGRAM

TERMS AND CONDITIONS

These Terms and Conditions is an Agreement entered between AU Card LLC. (“Company”), located at 3300 N. Ashton Boulevard, Suite 200, Lehi UT 84043, and you (“you or “yours”), the applicant for the Club Swan^® Referral Program (“Program”). This agreement contains the legal terms under which you join the Program as an Ambassador as per the policies and manuals established by Company from time to time and in compliance with applicable regulations.

1. The Program.

1.1. Club Swan (including any of its substitutions as determined by Company, “Club Swan”) provides to its members access to the following services: (i) Access to multi-currency pre-paid wallet and card powered by MasterCard, (ii) Concierge services and lifestyle management 24/7: personal shopping, travel booking, etc.; (iii) Cryptocurrency exchange: fiat to crypto, crypto to fiat & crypto to crypto (“digital assets”).

1.2. You agree to join the Program as an Ambassador to refer and sell to other persons any of the memberships in Club Swan and monthly subscriptions thereof, subject to the conditions set out in official literature and presentations from Company, which may be amended from time to time by Company at its sole discretion.

1.3. You agree that Company may review and approve all your commissions or bonuses prior to payment at its sole discretion and/or subject to the conditions set out in this document, official literature and presentations from Company, which may also be amended by Company at its sole discretion. Company does not guarantee continuation of the Program for any length of time.

2. Representations.

2.1. You acknowledge that you are of legal age to enter into this Agreement.

2.2. You understand that this Agreement is not binding until received and accepted by Company.

2.3. You understand that you are not being sold a franchise or business opportunity.

2.4. You agree that Company shall have no obligation to reimburse you for any single expense you incur as an Ambassador under this Agreement.

2.5. You agree that as an Ambassador, you shall place primary emphasis upon the sale of memberships and monthly subscriptions in Club Swan as a condition of the receipt of any commissions or bonuses. Payments you receive will be based upon fulfilling certain terms of qualification as set forth herein and as amended from time to time by Company.

2.6. You agree that as an Ambassador, you are responsible for your own business activities and that you are not an agent, employee or legal representative of Company.

2.7. You are not entitled to ownership of Company or to participate in Company’s business.

2.8. You are responsible for the payment of all taxes required under any regulation.

2.9. YOU UNDERSTAND THAT YOU DO NOT HAVE THE RIGHT TO RECEIVE PAYMENTS OR BENEFIT IN RESPECT OF THE CONTINUED PARTICIPATION OF ANOTHER MEMBER IN THE PROGRAM AND THAT YOU WILL NOT MAKE SUCH CLAIMS TO OTHER PERSONS.

2.10. YOU ACKNOWLEDGE THAT YOU ARE NOT GUARANTEED ANY INCOME NOR ARE YOU ASSURED ANY PROFITS OR SUCCESS.

2.11. YOU SHALL NOT MAKE ANY CLAIMS TO OTHERS AS TO INCOME POTENTIAL EITHER WRITTEN OR ORAL, EXCEPT THOSE PREPARED BY COMPANY FOR ILLUSTRATION PURPOSES ONLY.

2.12. YOU SHALL NOT REPRESENT OR IMPLY, DIRECTLY OR INDIRECTLY, THAT COMPANY, CLUB SWAN OR THE PROGRAM HAVE BEEN APPROVED OR ENDORSED BY ANY GOVERNMENTAL AGENCY. YOU AGREE TO COMPLY WITH ANY APPLICABLE REGULATIONS, THIS AGREEMENT AND ALL OTHER PROVISIONS SET FORTH HEREIN AND WITH ALL OTHER FURTHER INSTRUCTIONS FROM COMPANY REGARDING THE PROGRAM.

3. Term.

3.1. The term of this Agreement shall be subject to your continued membership in Club Swan and your status as an Ambassador.

3.2. You understand that you may cancel this Agreement for any reason at any time.

3.3. Within 14 days of entering into the Agreement, you may cancel and terminate this Agreement and obtain a refund of the Joining Fee, subject to any fees our affiliates may charge in connection with your termination.

3.4. You agree to send a written notice of your decision to terminate this Agreement at the address specified in the introduction of this Agreement.

3.5. We may cancel this Agreement with you by notifying you via the email address you entered during your onboarding process. You agree that you will receive this type of communication to that email address. You agree to notify us during this Agreement of any changes related to your email address information. It is your responsibility to keep your email address current, access, check and read the emails Company has sent to you. We are not responsible for failures of technology by third parties.

3.6. In the event this Agreement or your Membership is terminated for any reason (including any of our affiliate’s decision) and unless otherwise stated, Company may request you to withdraw all amounts held in your Account(s). If you do not comply with such request or the removal of funds, all monies or assets held in your Club Swan^® e-money accounts (“Accounts”) may be subject to any administration, maintenance or inactivity fees. We or you may terminate this Agreement but continue to be a member of the Program and shall continue to pay all the applicable fees and costs related to Club Swan.

3.7. You understand that if for any reason you violate or we believe that you have violated any of the terms of the Agreement and/or Regulations, Company reserves the right to immediately deactivate or terminate the Agreement. Termination of this Agreement, for any reason, will terminate any and all of your rights under this Agreement and any further payments of any kind and is effective at the time of said termination. You agree that Company may offset any sums due to you against any debts or damages you owe us upon termination.

3.8. Company may be forced to terminate this agreement should any governmental authority in any of the jurisdictions wherein Company promotes the Program decides to discontinue, ban, prohibit or restrict any or all the components of Club Swan. Company shall not be liable nor assumes any risks associated with this termination, including without limitation to the restriction in ownership of digital assets or your participation in the Program.

4. Conduct of Activities

4.1. Notwithstanding additional instructions provided by Company to you during the term of the Agreement, you shall not provide, refer, transfer or otherwise obtain referrals through the use of any illegal, improper, inappropriate or other unlawful techniques or methods, including but not limited to the illegal use of personal or identity information, use of unauthorized credit cards or other payment methods, or making wrongful, false, misleading or deceptive statements (or promises) to any person. In the event such actions are found by Company, Company shall have the right to seek repayment of all amounts paid under this Agreement from you, including the right to access funds within your Accounts to satisfy the repayment.

4.2. You agree not to, directly or indirectly, either written or oral, make any false, misleading, negative or disparaging statements or comments about the Company, its affiliates or any of their respective memberships, products, services, programs, owners, officers, directors, employees, contractors or other Ambassadors. You agree that such comments constitute serious harm to our reputation and shall entitle Company to receive from you $1,000 per offense and per occasion, which Company may be offset from your Accounts as a penalty, at Company’s sole discretion. This provision shall survive the termination of this Agreement.

4.3. You agree that you will operate in a lawful, ethical and moral manner and will not engage in or perform any misleading, deceptive or unethical practices.

4.4. Should Company, at its sole discretion, suspect or determine that you are directly or indirectly engaged in any unlawful activity, spamming, illegal or unauthorized referral techniques, or providing false account information, Company shall block your accounts and/or withhold all funds and Commissions for so long as Company deems necessary. You agree that Company may charge or offset any amounts for damages and/or penalties brought against you by Company or any third party, with or without any legal remedy or relief. No commission or bonuses shall become due upon termination under this provision.

4.5. If any person you referred submits a successful chargeback or refund, we will not pay you the applicable commission and/or offset any amounts under such chargeback or refund request from your accounts including the recalculation of any payment. You shall only refer persons to Club Swan that have not previously entered into an agreement with Company. In the event a referral is disputed among one or more Ambassadors, Company alone shall determine which party based solely on its records, is entitled to earn the commission, if any.

4.6. Company may place a limit on the number of referrals that can be referred by an Ambassador and the number of members under one Ambassador in any given term.

5. Miscellaneous

5.1. Privacy Policy. Company maintains a strong commitment to protecting the privacy and personal information of the Ambassadors under the Program. Please refer to our Privacy Policy (https://clubswan.com/privacy).FOR THE PURPOSES OF THIS AGREEMENT AND THE REFERRAL PROGRAM, YOU HEREBY AGREE THAT COMPANY MAY SHARE INFORMATION FROM YOU RELATED TO THE PROGRAM WITH THE PERSON WHO REFERRED YOU INTO THE PROGRAM.

5.2. Intellectual Property. Company does not grant any perpetual right or license to reproduce, adapt, modify, translate, publish or publicly display or distribute any Company’s intellectual property rights such trademarks, patents, copyrights, trade secrets, logos, etc. (“Intellectual Property”). Instead, Company grants a limited right to you during the term of the Agreement to use the Intellectual Property as instructed by Company. You may use the Intellectual Property rights only upon approval of any content or instructions by Company. Upon termination of this Agreement, all rights under this provision are terminated. Any unauthorized use of any Intellectual Property is a violation of this Agreement, constituting grounds for termination of this Agreement by the Company. Each of such unauthorized use of Intellectual Property shall entitle Company to receive from you $1,000, which Company may be offset from your Accounts as a penalty, at Company’s sole discretion. This provision shall survive the termination of this Agreement.

5.3. Assignment. You shall not assign or subcontract the services of other persons under this Agreement without Company’s prior written consent.

5.4. Indemnity. You agree to indemnify and hold harmless Company from any and all claims, losses, damages and expenses, including any attorney’s fees. You agree that in order to recoup any damages and expenses it has incurred due to such violation(s), Company may offset any commissions or bonuses or other sums due to you and you authorize Company to deduct such amounts form your Accounts.

5.5. Limitation of Liability. YOU AGREE THAT COMPANY SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DAMAGE OR LOSS OF ANY KIND, INCLUDING INDIRECT, SPECIAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES, LOSSES OR PROFITS WHICH MAY RESULT FROM ANY CAUSE, INCLUDING BUT NOT LIMITED TO, BREACH OF WARRANTY, DELAY, ACT, ERROR OR OMISSION OF THE COMPANY, OR IN THE EVENT OF DISCONTINUATION OR MODIFICATION OF A PRODUCT OR SERVICE OFFERED BY THE COMPANY.

5.6. Non-Competition. You agree that during or after the termination of the Agreement and for a period of two years thereafter you will not be engaged in any activities which are competitive with the Program in any country in which the Program or Company has business activity.

5.7. Severability. In the event that any part of this Agreement is held not to be enforceable, this shall not affect the remainder of this Agreement which shall remain in full force and effect, contingent upon the intend and integrity of the Agreement remains the same.

5.8. Non-Waiver. No delay or failure on the part of Company in exercising any right hereunder shall operate as a waiver of any right of Company, except to the extent specifically waived in writing by Company.

5.9. Entire Agreement. You acknowledge that this Agreement constitute the entire Agreement between the parties in regards of the Program and shall not be modified or amended except in writing, signed by the Company. This Agreement shall be binding upon and inure to the benefit of heirs, successors, and permitted assigns of the parties hereto.

5.10. Supplementary documentation. This Agreement incorporates the following documents as part of the Club Swan^® Membership Agreement, Club Swan^® Cardholder & Account Terms and Conditions, Club Swan^® Digital Asset Agreement, and Outbound Transfer Agreement.

5.11. Disputes. This Agreement is governed by the laws of the State of Utah. The exclusive venue for all disputes shall be decided in the State of Utah. This Agreement is written and available in English and all correspondence with you in respect of your Membership shall be in English. In the event that this Agreement are translated, the version in English shall take priority. Any dispute or difference arising out of or in connection with this contract shall be determined by the appointment of a single arbitrator to be agreed between the parties, or failing agreement within fourteen days, the parties hereby agree that the dispute shall be referred to an finally resolved by arbitration under the JAMS Rules. Either party agrees to provide to the other a 30-day written notice of dispute. Both parties in this Agreement will split the cost to initiate a dispute through arbitration. The prevailing party shall have the right to collect from the other party its reasonable costs, including but not limited to attorneys’ fees and expert witnesses. YOU IRREVOCABLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY OBJECTION THAT YOU MAY HAVE OR HEREAFTER HAVE TO THE LAYING OF THE VENUE INCLUDED IN THIS CLAUSE, AND ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING BROUGHT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO CLAIM ARISING OUT OF THE AGREEMENT, REGARDLESS OF FORM, MAY BE BROUGHT MORE THAN THE SHORTER OF SIX MONTHS OR THE MINIMUM PERIOD ALLOWED BY LAW AFTER THE CAUSE OF ACTION HAS OCCURRED. YOU AGREE AND UNDERSTAND THAT YOU AND WE ARE GIVING UP: (I) THE RIGHT TO TRIAL BY JURY; (II) THE RIGHT TO PARTICIPATE IN OR BE REPRESENTED IN ANY FORM OF CLASS ACTION INCLUDING BUT WITHOUT LIMITATION ANY CLASS ARBITRATION (“CLASS ACTION WAIVER”).

5.12. Acceptance. You hereby confirm that you have received, or have been provided the opportunity to receive, a copy of this Agreement. You have read, understood and accepted all of the terms contained in this Agreement.

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