The following supersedes all prior Silk Loyalty Terms and Conditions. By participating or continuing to participate in Silk Loyalty after the Effective Date of --------------- you agree to the following: Silk Loyalty is the rewards program of Silk Hospitality (“Silk Loyalty” or the “Program”) as it may be provided from time to time to Program members (“members”, “you” or “your”) by Silk Hospitality Loyalty, its affiliates and subsidiaries (“Silk Hospitality”, “we”, “us” or “our”). Silk Loyalty offers its members the opportunity to earn and redeem points and receive personalized offers, deals and discounts (at Participating venues and with Partners). These terms and conditions (the “Program Terms”) govern your membership and participation in Silk Loyalty, and it is your responsibility to read and understand all of them. Silk Hospitality may at any time, to the largest extent permitted under applicable law, in its sole discretion and without notice or liability, terminate, amend, modify or supplement Silk Loyalty Program benefits, or the Program Terms. By becoming and remaining a member of Silk Loyalty, and receiving and redeeming points, you agree that you have read, understand and accept these Program Terms, as amended from time to time. Membership and Program benefits are offered at the sole discretion of Silk Hospitality. Silk Loyalty Definitions 1. „Silk Loyalty” means the rewards program of Silk Hospitality as it may be provided from time to time. 2. "Participating venue" refers to specific properties that are engaged in the Silk loyalty program and are listed within the Silk Loyalty application under the "explore" page. Program benefits offered by each participating venue are subject to change without prior notice and may be independently published by the respective venues. 3. “Pay with points” means a redemption method whereby a member pays a full amount of an products or services with points. 4. “Partners” means third parties and their service providers that provide benefits to Silk Loyalty members from time to time. Partners and the Program benefits provided by each Partner are subject to change at any time without notice. Nothing in the Program Terms is intended to or shall create or establish any agency, partnership or joint venture relationship between us and our Partners. 5. “Spendable Points” means points available for redemption. 6. "Account information" refers to the QR code provided within the application, or the phone number used for member identification. Membership in Silk Loyalty Eligibility Application for membership in Silk Loyalty is open to individual persons who are of majority age in their place of residence. Silk Loyalty members must provide and maintain an accurate email address and accurate phone number. An individual may maintain only one Silk Loyalty membership and may not earn Points on more than one Silk Loyalty account. Silk Loyalty is void where prohibited by applicable law, rule or regulation. Enrollment You may enroll in Silk Loyalty by downloading and registering on the Silk Loyalty app, which is available for download on the App Store or Google Play. Status Silk Loyalty members may qualify for Classic, Silver and Gold status. Benefits, awards, redemption opportunities and requirements for each status are determined by us from time to time in our sole discretion. Membership Obligations As a Silk Loyalty member: 1. You agree to comply with these Program Terms, the applicable terms and conditions of our Partners, and all applicable laws, rules and regulations. 2. You agree that your participation in Silk Loyalty is entirely at your own risk. 3. You agree that if you object to any of these Program Terms, or any modifications thereof, or otherwise become dissatisfied with Silk Loyalty you have the right to terminate your membership. 4. You agree that you are responsible for restricting access to and maintaining the confidentiality of your Silk Loyalty member number, account and password. 5. You also agree to promptly notify us if your Silk Loyalty member number is stolen, or if you believe your password has been stolen or compromised. 6. You agree that you will provide accurate information to us at all times and to promptly notify us of any change in your information. 7. You understand that the receipt of benefits as a Silk Loyalty member may be subject to tax liability, and agree that any tax liability, including disclosure, with respect to your membership in Silk Loyalty is solely your responsibility. Expiration of Points and Termination of Membership 1. Expiration of Points: If there is no points activity in your Silk Loyalty account for any 12-month period, we may, at any time and in our sole discretion and without notice or liability to you, void and cancel any or all of your points. 2. Termination of Your Membership in Silk Loyalty by You: You may terminate your membership in Silk Loyalty at any time from the application: Profile Account & security Remove Profile. 3. Other Modifications to and Termination of Your Membership in Silk Loyalty by Us: In addition to the above, we may, to the largest extent permitted under applicable law, at any time in our sole discretion and without notice or any liability to you: a. Modify, suspend, or terminate your membership in Silk Loyalty. b. Modify, suspend, or terminate your Status. c. Modify, suspend, void, or cancel all or a portion of your points. d. Modify, suspend, void, or cancel your redemption of points. e. We may take these actions for the convenience of Silk Loyalty, or if there are reasonable grounds for suspecting, in our sole discretion, that: i. You have violated or are using the Program in a manner inconsistent with these Program Terms or the intent of the Program or any portion of the Program. ii. You have misused or abused Silk Loyalty. iii. Your account activity or membership status involves or results from fraud, dishonesty, theft, or other illegal or improper means. iv. You knowingly attempt to obtain or maintain more than one Silk Loyalty account. v. Your membership or participation in Silk Loyalty violates any applicable laws, terms, or regulations. vi. Our provision of benefits under Silk Loyalty violates any applicable laws, terms, or regulations. vii. You fail to pay any amounts due to or engage in abusive, inappropriate, offensive, or hostile conduct in connection with Silk Loyalty, Participating Venues, or our Partners, or their respective officers, directors, agents, employees, representatives or guests. These rights are in addition to any other remedy which may be available to us under applicable law and we have the right to take appropriate administrative and/or legal action, including, without limitation, criminal or civil prosecution, we deem necessary in our sole discretion. 4. Effect of Termination: If your membership in Silk Loyalty is terminated for any reason, your Silk Loyalty account will be closed and all points in your Silk Loyalty account will be cancelled, forfeited, void and no longer available for redemption. If we modify, suspend, void or cancel any or all your points, such points will be removed from your Silk Loyalty account and will no longer be available for redemption. Points Earning Points in Silk Loyalty 1. At participating venues a. Silk Loyalty members can earn points per Georgian Lari or Georgian Lari equivalent spent on services and products at Participating venues. b. The points and benefits proposition are dependent on the member’s tier level and venue’s particular campaign terms. c. In case to earn points, you must provide your account information while making eligible transaction at participating venues. d. Points are considered as earned once: i. All charges fully paid. ii. The points have been added to your account. e. Points are not available for redemption before a transaction has been completed, fully paid, and added to your account. f. Points may be earned by only one Silk Loyalty member, and that member must be purchaser of product and service provided. g. Points cannot be earned for any services if customer is not registered as user into application. 2. Through partners a. Silk Loyalty members may earn points with our Partners. These opportunities may vary based on the Silk Loyalty’s member’s country of residence or where the transaction is taking place, may not be available to all members, are subject to change at any time without notice, are governed by these Program Terms, and are subject to additional terms and conditions as required by an individual Partner. Partners are independent entities and we are not responsible for the nature or quality of products or services provided by any Partners, nor for any solicitation or marketing efforts by any Partners. You are responsible for complying with Partners’ terms and conditions, and privacy and usage policies. We are not responsible for and assume no liability for the terms, changes or discontinuances of Partners’ terms, conditions, privacy and usage policies, products, or services. By providing your Silk Loyalty account information to a Partner, you indicate your preference to earn points. Redeeming points 1. Generally: Silk Loyalty members may redeem points at Participating venues, points may not otherwise be sold, exchanged, bartered, brokered, transferred, purchased, auctioned, or given away. Redemption options are subject to change from time to time without notice in our sole discretion. When redeeming points, you will be required to verify your Silk Loyalty account information. The corresponding number of points will be subtracted from your account at the time the transaction is initiated, and there must be a sufficient number of points in your account at that time for the transaction. Points in two or more different accounts may not be combined for redemption. Redemption transactions may be approved or revoked in the sole discretion of Silk Hospitality. 2. Pay with points: Members can redeem their points in participating venues with applicable terms by providing their account information. 3. Through Partners: Silk Loyalty members may redeem points with our Partners. Redemption opportunities and requirements with each Partner vary, are not available where prohibited by law, are subject to change at any time, are governed by these Program Terms, and are subject to additional terms and conditions as required by an individual Partner. Partners are independent entities and Silk Loyalty is not responsible for the nature or quality of products or services provided by any Partners, nor for any solicitation or marketing efforts by any Partners. You are responsible for directly checking and complying with a Partners’ terms, conditions, and privacy and usage policies. We are not responsible for and assume no liability for the terms, changes or discontinuances of Partners’ terms, conditions, privacy and usage policies, products or services. Miscellaneous 1. Online Account: Silk Hospitality will endeavour to credit your account with points on a timely basis. You are responsible for verifying that points are properly credited to your Silk Loyalty Any claim for points not properly credited must be received by silk hospitality with supporting documentation within one (1) months of the date of the claimed accrual of such points. a. Member should present check and proof of payment with their name on it to claim for points. 2. Transfers: Except as expressly allowed in these Program Terms or with Silk Hospitality’s written consent, Silk Loyalty points, Status and other Program benefits may not be sold, exchanged, bartered, brokered, transferred, purchased, auctioned or given away, including without limitation as part of a domestic relations matter, divorce, inheritance, or otherwise by operation of law. a. Transfers upon Death: Points belonging to a Silk Loyalty member who is deceased may be transferred to the account of the deceased member’s beneficiary(ies) in our sole discretion. For the avoidance of doubt, this is the authority and not the obligation of Silk Hospitality. The deceased member’s membership in Silk Loyalty must have been in good standing at the time of death. The transfer request must include documentation showing proof of death, such as a death certificate, and proof of authority to make the request, such as court documents or the decedent’s will. Requests must be made within one (1) year of the date of death or the deceased member’s account will be closed and all points forfeited. 3. No Cash Value: Except where required by law, points have no cash value and do not constitute member property. Accumulation of points does not entitle members to any vested rights with respect to any awards or the Program. As a Silk Loyalty member, the only right you acquire in points is the opportunity to surrender them for redemption in accordance with these Program Terms. 4. Benefits: Silk Loyalty member benefits vary by participating venues, are subject to availability, and are subject to change at any time. Information about benefits is continuously being updated within the Silk Loyalty app. Silk Loyalty Application Terms Purchases 1. If you wish to purchase any product or service made available through the Silk Loyalty Application ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address. 1. You represent and warrant that: a. You have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase. b. The information you supply to us is true, correct, and complete. 2. Silk Hospitality may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy. 3. We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons. 4. We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected. Availability, Errors and Inaccuracies 1. We are constantly updating product and service offerings on the Service. We may experience delays in updating information on the Service and in our advertising on other web sites. The information found on the Service may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Service and we cannot guarantee the accuracy or completeness of any information found on the Service. 2. We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice. Refunds 1. Refund policy – Events a. Silk Hospitality reserves the right to make refunds only in accordance with the existing terms and conditions in case of cancelled or postponed event. i. If the event is cancelled - no action is required to obtain a refund; we will issue a refund to the original method of payment used at time of purchase, once funds are received from the Event Organizer ii. If the event is postponed, rescheduled, or moved: your ticket(s) (including any additional add-ons or upgrades) are still valid, and no further action is required. However, the Event Organizer may approve refunds, or the option to choose between a refund or a credit, for the event; any refund and/or credit policies are determined on an event-by-event basis by the Event Organizer and may be subject to limitations set by the Event Organizer. If the Event Organizer approves refunds and/or credits, we will send you a notification explaining your options, and you may submit a request for a refund or credit. Alternatively, you may simply keep your ticket(s) to the postponed, rescheduled, or moved event. b. Silk Hospitality cannot be held accountable for reimbursing payments for an event that has been successfully concluded. c. If your event is eligible for refunds and funds have been received from the Event Organizer, we will issue a refund of the ticket price you paid (or, for a discounted ticket, then instead the discounted ticket price paid), any service fees, and any additional add-ons or upgrades. d. If a refund is issued, it will be processed to the original method of payment used at time of purchase. We cannot issue a refund to a different credit or debit card. 2. Refund Policy – Hotel Reservations e. The refund policy for hotel reservations varies depending on the type of reservation. i. Prepaid, Non-refundable – paid at the time of reservation, non-refundable, non-cancellable. ii. Partially Flexible – paid predefined number of days by hotel prior to arrival, non-refundable after payment, non-cancellable. iii. Fully Flexible – no prepayment needed, flexible cancellation any time prior to arrival. Links to Other Web Sites 1. Our Service may contain links to third party web sites or services that are not owned or controlled by Silk Hospitality 2. Silk Hospitality has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites. 3. You acknowledge and agree that Silk Hospitality shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services. 4. We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit. General 1. Privacy Policy: Participation in Silk Loyalty is subject to the terms and conditions of the Silk Loyalty Privacy Policy, found at https://silkloyalty.ge/legal/Privacy_Policy_SilkLoyalty.pdf 2. Subject to Applicable Law: Membership and participation in Silk Loyalty and the collection and redemption of points, is subject to and may be void where prohibited or restricted by applicable law, rule or regulation of the Program Terms.s 3. Currency Conversion to Georgian Lari: All amounts settled in a currency other than Georgian Lari will be converted to Georgian Lari at a conversion rate determined by us in our sole discretion. 4. Disclaimer of Warranties and Limitation of Liability: a. Silk Hospitality DOES NOT REPRESENT, WARRANT, OR GUARANTY THAT SILK LOYALTY OR ANY OTHER RELATED SERVICES AND PRODUCTS WILL BE UNINTERRUPTED, WITHOUT OMISSIONS OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED OR CHANGES IMPLEMENTED. YOU AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL SILK HOSPITALITY, ITS OWNERS, AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS HAVE ANY LIABILITY OR RESPONSIBILITY WHATSOEVER FOR, AND SHALL BE HELD HARMLESS AGAINST, ANY LIABILITY FOR ANY INJURIES, LOSSES OR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES TO PERSONS, INCLUDING WITHOUT LIMITATION PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE ARISING IN WHILE OR IN PART, DIRECTLY OR INDIRECTLY, FROM MEMBERSHIP OR PARTICIPATION IN SILK LOYALTY OR USE OF AWARDS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 5. Indemnification: You agree to indemnify, release and hold harmless Silk Hospitality, the Participating Venues, and our Partners, and any of their parents, subsidiaries and affiliates, and their respective directors, officers, employees and agents, from any liability, costs, damages and fees (including attorney’s fees) arising out of any claims related to your membership in Silk Loyalty. 6. Program Modifications or Termination: To the largest extent permitted under applicable law, we reserve the right at any time, in our sole discretion, with or without notice and without any further liability or obligation, even though changes may affect the value of points already accumulated, to (i) a. add, modify, delete, change, suspend or terminate (“Change”) Silk Loyalty, in whole or in part; including without limitation any of the rules, procedures, conditions, benefits, awards, award levels, Participating venues, Partner affiliations and opportunities, earning terms, redemption rules, or award availability (ii) b. Change these Program Terms, in whole or in part; (iii) c. Change any Silk Loyalty offers; (iv) d. Change the ability to redeem points in whole or in part; (v) e. Change the procedures for redeeming points, including the number of points required for redemption; (vi) f. Change the ability to accrue points, including but not limited to imposing time limits and changes in point values, in whole or in part; or g. Assign in whole or in part Silk Loyalty to any related or unrelated entity. Upon assignment, the performance of the obligations herein will thereafter be the sole and direct responsibility of that entity. In the event of the termination of Silk Loyalty, all points not redeemed by the termination date of Silk Loyalty will be forfeited without compensation or any further obligation or liability, and no redemption of points will be honored thereafter. In accumulating points and otherwise participating in the Program, you may not rely upon the continued availability of Silk Loyalty or any earning, redemption, or other offers made in connection with Silk Loyalty. All offers are available while supplies last, subject to any applicable cancellation policies, and are subject to change and/or revocation without notice. Program account information is our proprietary information and may be accessed by members only for the purpose of obtaining information regarding their account. We reserve the right to audit or investigate Program accounts and information at any time without notice to ensure compliance with Program Terms. During the course of an audit or investigation, information may be shared with parties assisting in such audit or investigation. 7. Governing Law and Interpretation: Your enrollment application and points earning, and redemption claims under Silk Loyalty are subject to our verification and acceptance in our sole discretion, all of which acts shall be deemed made, performed, transacted, and closed in Georgia. Any claim or dispute arising or relating thereto or otherwise involving Silk Loyalty, membership or these Program Terms shall be governed and construed in accordance with the laws of Georgia, without regard to its choice of law or conflict of laws terms. All interpretations of the Program Terms shall be at the sole discretion of Silk Hospitality. The English language version of the Program Terms governs. 8. Dispute Resolution: Any action arising out of or relating to these Terms shall be brought exclusively before the courts of, Georgia. 9. Statute of Limitations: Any and all rights to bring any claim or action relating to the Program, the Program Terms, any award, any redemption, or the parties' relationship must be brought within the period of limitation stipulated by applicable law which follow the first occurrence of the kind of act, event, condition or omission upon which the claim or action is based. 10. Attorneys' Fees: To the largest extent permitted under applicable law, the prevailing party in any action or proceeding arising under, out of, in connection with, or in relation to the Program, the Program terms, any award or reimbursement, or the parties’ relationship is entitled to recover its reasonable attorneys' fees and costs. 11. Force Majeure: Our failure to administer Silk Loyalty in accordance with these Program Terms because of an act of God, epidemic, pandemic, war, fire, riot, terrorism, earthquake, actions of local governmental authorities, including but not limited to the imposition of sanctions, or for any other reason beyond our reasonable control will not be deemed a breach of these Program Terms. 12. Entire Agreement/Waiver: These Program Terms and the other terms expressly referenced herein and linked hereto constitute the entire agreement between you and us regarding your participation in Silk Loyalty system , your opportunity to earn and redeem points through Silk Loyalty , and your entitlement to any other benefits of Silk Loyalty, and supersede all prior agreements between us, whether oral or written, including, without limitation, all previous versions of these Program Terms. If we fail to act with respect to your breach or anyone else's breach of these Program Terms on any occasion, we do not waive our right to act with respect to future or similar breaches. 13. Severability: If any provision of these Program Terms is held by a court to be void, invalid, contrary to law, or unenforceable for any reason, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Program Terms shall remain in full force and effect. 14. Electronic Communications: When you interact with us over the Internet, you consent to the formation of contractual relations through electronic communications. You represent and warrant that you have the legal right, power and authority to agree to these Program Terms on behalf of yourself and the member or other entity on whose behalf you are acting while participating in the site if not acting only for yourself. You further agree that your use constitutes an electronic signature and that you have formed, executed, entered into, accepted the terms of, and otherwise authenticated these Program Terms and acknowledged and agreed that these Program Terms are an electronic record and as such are completely valid, have legal effect, are enforceable, and are binding on, and non-refutable by you and the member, buyer, supplier or other entity on whose behalf you are acting. You are responsible for remaining knowledgeable as to Program Terms, newsletters, account statements, the privacy policy and your membership account status. We may attempt, but are not required, to notify you of matters of interest, including notification of point forfeiture or Program changes. We are not liable for any failure to do so and are not responsible for incorrect or inaccurate transcription of your contact information, for problems related to any of the equipment or programming associated or utilized by you, for any human error, for any interruption, deletion, omission, defect or line failure of any electronic communications network or electronic transmission, for problems relating to computer, mobile or other equipment, software, inability to access any site or online service, for any other technical or non-technical error or malfunction, for lost, late, stolen, illegible, incomplete, garbled, misdirected, mutilate or postage-due mail, e-mail or other communication for whatever reason. You are responsible for creating and protecting private account access information and for maintaining the security of that information. We are not responsible for stolen or otherwise intercepted account access information. If the security of that information is breached, we are not liable for any access to that account, accumulation of points, award redemptions or other account activity that occurs as a result, and in no event are we responsible for reimbursing any points redeemed or other damages or losses claimed to occur as a result. If you become aware of any fraudulent or otherwise improper activity, you must report that activity to us immediately. You are responsible for advising us of any changes to your contact information. 15. Notices: Silk Hospitality reserves the right to post or give all notices or communications hereunder in the English, or Georgian languages. 16. Trademarks: Participating venues, which are listed within the Silk Loyalty application under the "Explore page" or/and Current and future trademarks and service marks associated with Silk Loyalty are service marks and trademarks of Silk Hospitality, or its affiliates or subsidiaries, and may not be reproduced or utilized in any way without the express, prior written consent of Silk Hospitality. 17. Administration: Silk Hospitality, its affiliates and subsidiaries may from time to time sell points to third parties, including Participating venues and Partners, and redeem points for cash (including, without limitation, points received from Participating venues), any merchandise/services from our Partners. 18. Contact us. If you have questions about Silk Loyalty Program Terms, or to update your Silk Loyalty an account information, please contact us via email: [email protected] 1 First republic square, Tbilisi, Georgia