Corporate Wellness Program Terms and Conditions

1. DEFINITIONS AND INTERPRETATION

1.1. In these Terms and Conditions, unless the context otherwise requires, the following definitions shall apply:

(a) "Agreement" means these Terms and Conditions, together with any schedules, annexures, appendices, exhibits, or amendments thereto, as may be updated, modified, or replaced from time to time in accordance with the provisions hereof, and includes all documents incorporated by reference herein;

(b) "Aggregate Data" means statistical, anonymized, and de-identified data derived from Health Data that has been processed, transformed, and aggregated in such a manner that it cannot reasonably be used to identify any individual Participant, either directly or indirectly, whether alone or in combination with other data or information;

(c) "Authorized Administrator" means any individual designated by the Organization to manage, administer, supervise, or access the Corporate Wellness Program on behalf of the Organization, including but not limited to human resources personnel, wellness coordinators, department managers, executive leadership, and other management representatives who have been granted access credentials by the Organization;

(d) "Biometric Data" means any physiological, biological, or behavioral data collected through the Application or Connected Devices, including but not limited to heart rate, heart rate variability, blood oxygen saturation (SpO2), respiratory rate, skin temperature, electrodermal activity, galvanic skin response, accelerometer data, gyroscope data, and similar measurements derived from sensors or algorithms;

(e) "Connected Devices" means any wearable technology, fitness trackers, smartwatches, smart rings, chest straps, arm bands, smart scales, blood pressure monitors, or other electronic devices that are compatible with and connected to the Application for the purpose of collecting, transmitting, or processing Health Data;

(f) "Corporate Wellness Program" or "Program" means the organizational wellness initiative offered by Penng through the Application, enabling Organizations to monitor aggregate and individual employee wellness metrics, promote health initiatives, conduct wellness challenges, and facilitate employee wellbeing programs;

(g) "Data Controller" means the natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data, as defined under applicable data protection legislation;

(h) "Data Processor" means a natural or legal person, public authority, agency, or other body which processes Personal Data on behalf of the Data Controller, as defined under applicable data protection legislation;

(i) "Data Subject" means an identified or identifiable natural person to whom Personal Data relates, where an identifiable natural person is one who can be identified, directly or indirectly, by reference to an identifier such as a name, identification number, location data, online identifier, or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that person;

(j) "Health Data" means any data relating to the physical or mental health of a Participant, including but not limited to Biometric Data, activity data, exercise data, sleep data, nutrition data, dietary information, hydration data, stress indicators, mood indicators, recovery metrics, wellness scores, fitness assessments, and any other health-related information generated through use of the Application or Connected Devices;

(k) "Individual Data" means Health Data that is identifiable to a specific Participant and has not been anonymized, pseudonymized, or aggregated, including data that is linked to a Participant's name, employee identifier, email address, or other personal identifier;

(l) "Invite Code" means the unique alphanumeric code generated by or on behalf of an Organization for the purpose of enabling authorized individuals to join the Organization's Corporate Wellness Program, which may be subject to usage limitations, expiration dates, and other restrictions as determined by the Organization or Penng;

(m) "Organization" means the company, corporation, partnership, limited liability company, association, non-profit organization, governmental entity, educational institution, or other legal entity that has entered into a separate agreement with Penng for the provision of Corporate Wellness Program services;

(n) "Participant" means any natural person who joins an Organization's Corporate Wellness Program through the Application by accepting these Terms and Conditions, and who maintains an active membership in the Program;

(o) "Penng" or "we" or "us" or "our" means Penng (Pty) Ltd, a company duly incorporated and registered in accordance with the laws of the Republic of South Africa, with registration number [Registration Number], having its registered office at [Registered Address], and includes its subsidiaries, affiliates, successors, and assigns;

(p) "Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable data protection legislation including but not limited to the Protection of Personal Information Act 4 of 2013 (POPIA), the General Data Protection Regulation (EU) 2016/679 (GDPR), the California Consumer Privacy Act (CCPA), the Health Insurance Portability and Accountability Act (HIPAA) where applicable, and similar legislation in other jurisdictions;

(q) "Processing" means any operation or set of operations performed on Personal Data or Health Data, whether or not by automated means, including but not limited to collection, recording, organization, structuring, storage, adaptation, alteration, retrieval, consultation, use, disclosure by transmission, dissemination, alignment, combination, restriction, erasure, destruction, profiling, and automated decision-making;

(r) "Application" or "App" means the Penng mobile application available for iOS and Android platforms, and any associated web-based platforms, dashboards, portals, APIs, or interfaces through which the Corporate Wellness Program is accessed, administered, and utilized;

(s) "Terms" or "Terms and Conditions" means this document in its entirety, including all provisions, sections, clauses, sub-clauses, schedules, and annexures contained herein, as amended from time to time;

(t) "Wellness Challenge" means any competition, contest, goal-based program, or gamified activity offered through the Corporate Wellness Program that encourages Participants to achieve health and wellness objectives;

(u) "Wellness Score" means any composite metric, index, or score calculated by the Application based on Health Data to represent a Participant's overall wellness, fitness, recovery, or readiness.

1.2. In these Terms, unless the context otherwise requires: (a) words importing the singular shall include the plural and vice versa; (b) words importing any gender shall include all other genders; (c) words importing natural persons shall include juristic persons and vice versa; (d) any reference to a statute, regulation, or other legislative provision shall be construed as a reference to that provision as amended, modified, re-enacted, consolidated, or replaced from time to time, and includes all subordinate legislation made thereunder; (e) headings and sub-headings are for convenience only and shall not affect the interpretation of these Terms; (f) the words "include", "includes", and "including" shall be deemed to be followed by the phrase "without limitation"; (g) references to "days" shall mean calendar days unless otherwise specified as "business days"; (h) references to "writing" or "written" shall include electronic communications where permitted by applicable law; (i) references to currency shall be to South African Rand unless otherwise specified; (j) the rule of interpretation known as the ejusdem generis rule shall not apply; (k) if any provision is held to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions shall not be affected.

1.3. In the event of any conflict or inconsistency between the English language version of these Terms and any translation thereof, the English language version shall prevail.

2. ACCEPTANCE OF TERMS AND FORMATION OF AGREEMENT

2.1. By checking the acceptance checkbox and clicking the "Join Organization" button within the Application, you hereby: (a) acknowledge that you have read these Terms and Conditions in their entirety and understand their contents and legal effect; (b) represent and warrant that you have the legal capacity, authority, and competence to enter into binding contracts in your jurisdiction of residence; (c) agree to be legally bound by all provisions contained in these Terms and Conditions without reservation or modification; (d) consent to the collection, processing, storage, transfer, and sharing of your Health Data and Personal Data as described herein; (e) enter into a legally binding agreement with Penng (Pty) Ltd that is enforceable in accordance with its terms; and (f) acknowledge that you have had the opportunity to seek independent legal advice regarding these Terms.

2.2. If you do not agree to any provision of these Terms and Conditions, or if you have any reservations, objections, or concerns regarding any clause herein, you must not check the acceptance checkbox and must refrain from joining any Corporate Wellness Program through the Application. Your participation in the Program is contingent upon your unconditional, unequivocal, and unreserved acceptance of these Terms in their entirety.

2.3. These Terms and Conditions constitute a supplementary agreement that operates in conjunction with, and in addition to, Penng's general Terms of Service, Privacy Policy, Acceptable Use Policy, and any other policies or agreements that may be applicable to your use of the Application. All such documents are incorporated herein by reference and form part of this Agreement. In the event of any conflict or inconsistency between these Terms and the general Terms of Service or Privacy Policy, the provisions of these Terms shall prevail to the extent of such conflict with respect to matters relating to the Corporate Wellness Program.

2.4. Penng reserves the right, at its sole and absolute discretion, to modify, amend, supplement, replace, or update any provision of these Terms and Conditions at any time without prior notice to you. Such modifications shall become effective immediately upon posting of the revised Terms within the Application, on the Penng website, or upon notification to you by email or in-app notification. Your continued participation in the Corporate Wellness Program following any such modification shall constitute your acceptance of and agreement to be bound by the modified Terms. It is your sole responsibility to review these Terms periodically for changes. Your failure to review these Terms shall not relieve you of your obligations hereunder.

2.5. You acknowledge and agree that your electronic acceptance of these Terms and Conditions shall have the same legal force, effect, and enforceability as a physical signature on a written contract executed in person. You hereby waive any objection to the enforceability, admissibility, or validity of these Terms based on the electronic nature of your acceptance, the absence of a handwritten signature, or the electronic form of this Agreement, to the fullest extent permitted by applicable law.

2.6. You represent and warrant that: (a) all information you provide to Penng is true, accurate, current, and complete; (b) you will maintain and promptly update such information to keep it true, accurate, current, and complete; (c) you are not impersonating any person or entity or falsely stating or misrepresenting your identity or affiliation; (d) you have the authority to bind yourself to these Terms; and (e) your acceptance of these Terms does not violate any other agreement to which you are a party.

3. ELIGIBILITY REQUIREMENTS AND ACCESS

3.1. To be eligible to participate in the Corporate Wellness Program, you must satisfy all of the following requirements at the time of enrollment and throughout your participation: (a) you must be at least eighteen (18) years of age or the age of legal majority in your jurisdiction of residence, whichever is greater; (b) you must be a current employee, contractor, consultant, intern, temporary worker, or other authorized affiliate of the Organization whose Program you seek to join, as determined by the Organization; (c) you must possess a valid and unexpired Invite Code issued by or on behalf of the Organization that has not been revoked, suspended, or exhausted; (d) you must have an active Penng account in good standing that has not been suspended, terminated, banned, or otherwise restricted; (e) you must be using a compatible mobile device with a supported operating system version as specified in the Application requirements; (f) you must have downloaded and installed the most current version of the Application available for your device from an authorized application store; (g) you must have the legal right, capacity, and authority to enter into these Terms and to perform your obligations hereunder; (h) you must not be located in a jurisdiction where participation in the Program is prohibited by law; (i) you must have a functioning internet connection capable of transmitting data to and from the Application.

3.2. Invite Codes are confidential access credentials that are issued solely for use by their intended recipients and may not be shared, transferred, sold, bartered, exchanged, distributed, published, posted publicly, or otherwise disclosed to any third party under any circumstances. You are solely responsible for maintaining the confidentiality of your Invite Code. Each Invite Code may be subject to usage limitations, including but not limited to maximum number of uses, expiration dates, geographic restrictions, and departmental restrictions, as determined by the Organization or Penng in their sole discretion. Penng reserves the right to revoke, invalidate, suspend, or restrict any Invite Code at any time without notice, without stating reasons, and without liability to you or any third party.

3.3. You are solely and exclusively responsible for maintaining the confidentiality and security of your account credentials, including your username, password, email address, biometric authentication data, and any two-factor or multi-factor authentication mechanisms. You shall not share your account credentials with any other person or allow any other person to access your account. You agree to notify Penng immediately upon becoming aware of any unauthorized access to or use of your account, any security breach, or any other suspicious activity. Penng shall not be liable for any loss, damage, harm, or prejudice arising from your failure to protect your account credentials, from any unauthorized access to your account, or from any actions taken by any person using your account credentials, whether or not you authorized such access.

3.4. You may maintain simultaneous memberships in multiple Organizations' Corporate Wellness Programs, subject to each Organization's policies, any limitations imposed by Penng, and these Terms. Each membership is independent and separate from other memberships. Your participation in one Organization's Program does not grant you any rights with respect to another Organization's Program. Data sharing consents and settings for one Organization do not affect, modify, or extend to other Organization memberships.

3.5. Penng reserves the right to verify your eligibility to participate in the Program at any time, without prior notice, and may request additional documentation, information, certifications, or declarations from you or your Organization to confirm your eligibility. Such verification may include but is not limited to employment verification, identity verification, age verification, and location verification. Failure to provide requested verification information within the timeframe specified by Penng, or provision of false, misleading, or fraudulent information, may result in immediate suspension or termination of your Program access without refund or compensation.

3.6. Your access to the Program may be limited, restricted, suspended, or terminated if: (a) your employment or affiliation with the Organization ends for any reason; (b) the Organization terminates, suspends, or modifies its participation in the Program; (c) you violate any provision of these Terms; (d) you engage in any prohibited conduct; (e) Penng determines, in its sole discretion, that your continued participation poses a risk to the Program, other Participants, the Organization, or Penng; (f) required by law, regulation, court order, or governmental authority.

4. DATA SHARING CONSENT AND AUTHORIZATION

4.1. CONSENT UPON ACCEPTANCE. BY ACCEPTING THESE TERMS AND CONDITIONS AND JOINING AN ORGANIZATION'S CORPORATE WELLNESS PROGRAM, YOU HEREBY EXPRESSLY, KNOWINGLY, VOLUNTARILY, AND UNEQUIVOCALLY CONSENT TO THE COLLECTION, PROCESSING, STORAGE, TRANSFER, AND SHARING OF YOUR HEALTH DATA AND PERSONAL DATA WITH YOUR ORGANIZATION AND ITS AUTHORIZED ADMINISTRATORS AS DESCRIBED IN THIS SECTION. THIS CONSENT IS GRANTED AUTOMATICALLY AND IMMEDIATELY UPON YOUR ACCEPTANCE OF THESE TERMS AND DOES NOT REQUIRE ANY ADDITIONAL ACTION, CONFIRMATION, OR OPT-IN ON YOUR PART. YOU UNDERSTAND AND ACKNOWLEDGE THAT THIS CONSENT INCLUDES CONSENT TO SHARE YOUR INDIVIDUAL, IDENTIFIABLE HEALTH DATA WITH AUTHORIZED ADMINISTRATORS OF YOUR ORGANIZATION.

4.2. Scope of Data Sharing. Upon joining an Organization's Corporate Wellness Program, the following data sharing permissions are automatically and immediately granted without further action required on your part: (a) your Health Data, including but not limited to activity metrics, step counts, distance traveled, calories burned, active minutes, exercise sessions, sleep quality scores, sleep duration, sleep stages, heart rate data, heart rate trends, heart rate variability measurements, resting heart rate, stress indicators, stress scores, recovery scores, readiness scores, wellness scores, and participation statistics, will be shared with the Organization and accessible to its Authorized Administrators; (b) your Individual Data, which is identifiable to you personally, may be accessed, viewed, downloaded, analyzed, and reported upon by Authorized Administrators designated by the Organization; (c) your data will be included in Aggregate Data compilations used for organizational wellness reporting, analytics, benchmarking, trend analysis, and program evaluation; (d) your participation status, enrollment date, engagement metrics, challenge participation, goal achievement, and program activity will be visible to Authorized Administrators and may be included in reports provided to the Organization; (e) your name, department, team, and other organizational identifiers may be associated with your wellness data for reporting purposes.

4.3. Types of Health Data Shared. The Health Data shared with your Organization may include, without limitation, the following categories of information: (a) daily, weekly, monthly, and cumulative activity summaries including step counts, distance traveled, floors climbed, active minutes, exercise minutes, and calories expended; (b) sleep duration, sleep quality scores, sleep efficiency percentages, sleep stage distributions (light sleep, deep sleep, REM sleep, awake time), sleep consistency metrics, bedtime and wake time data, and sleep regularity indices; (c) resting heart rate, average heart rate, maximum heart rate, minimum heart rate, heart rate zones, time in heart rate zones, heart rate variability indices (RMSSD, SDNN, pNN50, and other HRV metrics), and cardiac workload estimates; (d) stress level indicators, stress scores, stress trends, recovery readiness scores, body battery or energy levels, and resilience metrics; (e) workout and exercise session data including activity type, duration, intensity, distance, pace, calories, heart rate during exercise, training load, and training effect; (f) overall wellness scores, readiness scores, strain scores, recovery scores, and composite health indices; (g) program participation metrics including days active, challenges joined, goals set, goals achieved, streaks, badges earned, and engagement levels; (h) weight, body composition data, and BMI if voluntarily entered or synced from connected devices; (i) nutrition and hydration data if voluntarily tracked; (j) any other health or wellness data collected through the Application or Connected Devices.

4.4. Data Not Shared. Notwithstanding the foregoing, certain categories of data shall not be shared with Organizations under any circumstances, and Penng commits to protecting such data from disclosure, including: (a) raw, unprocessed, continuous biometric signals and sensor data streams; (b) precise GPS location data, real-time location, location history, or geolocation coordinates; (c) content of personal messages, private notes, personal journal entries, or private communications within the Application; (d) financial information, payment card details, banking information, or transaction history; (e) data from third-party applications not integrated with the Program, except where you have explicitly connected such applications and consented to data sharing; (f) data generated outside the context of the Corporate Wellness Program or unrelated to wellness activities; (g) medical records, diagnoses, prescriptions, or clinical data from healthcare providers; (h) genetic or genomic data; (i) data about other individuals or other Participants.

4.5. Withdrawal of Consent and Right to Leave. You may withdraw your consent to data sharing at any time by leaving the Organization's Corporate Wellness Program through the Application. To leave the Program, navigate to Settings, select Corporate Wellness, and choose "Leave Organization." Upon confirming your departure, your Individual Data will cease to be accessible to the Organization within thirty (30) calendar days, subject to the Organization's data retention obligations, legal requirements, backup retention schedules, and applicable law. You acknowledge and agree that: (a) Aggregate Data that incorporates your previously shared, anonymized contributions may be retained indefinitely for historical analytical, research, and benchmarking purposes as it cannot reasonably be disaggregated or identified to you; (b) data that has already been accessed, downloaded, exported, or incorporated into reports by the Organization prior to your withdrawal cannot be recalled or deleted by Penng; (c) your withdrawal does not affect the lawfulness of processing based on consent before its withdrawal.

4.6. Voluntary Participation. You acknowledge and agree that: (a) your participation in the Program and grant of data sharing consent is entirely voluntary and is your free choice; (b) your employment status, compensation, salary, benefits, promotions, job assignments, or other terms and conditions of employment with the Organization are not contingent upon, conditioned upon, or in any way affected by your participation or non-participation in the Program; (c) you have not been coerced, pressured, or unduly influenced to participate in the Program; (d) you may withdraw from the Program at any time without providing any reason and without adverse employment consequences from Penng, although Penng makes no representations, warranties, or guarantees regarding your Organization's internal policies, practices, or potential responses to your participation or withdrawal; (e) Penng is not responsible, liable, or accountable for any employment-related decisions, actions, or consequences arising from or related to your Program participation, your wellness data, or any use of your data by the Organization; (f) you should direct any concerns about employment-related matters to your Organization's human resources department or appropriate internal channels.

4.7. Consent to Automated Processing. By accepting these Terms, you also consent to the automated processing of your Health Data for the purpose of generating wellness scores, insights, recommendations, trends, and reports. You understand that such automated processing may involve algorithmic analysis, machine learning, and statistical modeling. You acknowledge that wellness scores and insights are generated by algorithms and are not reviewed or verified by medical professionals.

5. ORGANIZATION'S USE OF DATA

5.1. Organizations that participate in the Corporate Wellness Program have agreed to certain terms and conditions governing their use of Participant data through a separate Enterprise Agreement with Penng. Under those terms, Organizations agree to: (a) use shared Health Data and Personal Data solely for legitimate wellness program purposes, including program administration, wellness initiative planning, health promotion activities, employee engagement programs, wellness challenge administration, and organizational wellness reporting and analysis; (b) maintain appropriate technical and organizational security measures designed to protect Participant data from unauthorized access, disclosure, alteration, destruction, loss, or misuse, in accordance with industry best practices and applicable data protection laws; (c) limit access to Participant data to Authorized Administrators who have a legitimate business need to access such data and who have been trained on data protection and confidentiality obligations; (d) comply with all applicable data protection, privacy, and employment laws and regulations in all jurisdictions where they operate; (e) not use Participant data for any purpose not disclosed to Participants; (f) promptly notify Penng of any actual or suspected data breach affecting Participant data.

5.2. Organizations are contractually prohibited under their agreement with Penng from using Participant data for any of the following purposes: (a) making any employment decisions including hiring, firing, termination, layoff, promotion, demotion, transfer, discipline, performance improvement plans, or corrective action; (b) determining, calculating, adjusting, or influencing employee compensation, salaries, wages, bonuses, commissions, incentives, or benefits eligibility; (c) conducting formal or informal performance evaluations, reviews, appraisals, or assessments; (d) discriminating against any Participant on the basis of health status, health condition, disability, genetic information, age, or any protected characteristic under applicable law; (e) any purpose unrelated to the legitimate objectives of the Corporate Wellness Program as described in the Organization's wellness program documentation; (f) selling, licensing, renting, or otherwise commercializing Participant data to third parties for any purpose; (g) sharing Participant data with insurers, underwriters, or benefits administrators for the purpose of determining insurance premiums, coverage, or eligibility; (h) using Participant data for marketing, advertising, or promotional purposes without explicit consent; (i) making Participant data available to law enforcement except as required by valid legal process.

5.3. Organization's Data Handling Obligations. Organizations further agree to: (a) implement appropriate access controls and authentication mechanisms to prevent unauthorized access to Participant data; (b) maintain audit logs of access to Participant data; (c) encrypt Participant data in transit and at rest; (d) conduct regular security assessments and vulnerability testing; (e) train all Authorized Administrators on data protection obligations and confidentiality requirements; (f) establish and maintain incident response procedures for data breaches; (g) comply with Participant requests to access, correct, or delete their data; (h) delete or return Participant data upon termination of the Organization's participation in the Program.

5.4. Notwithstanding the contractual restrictions and obligations described above, you expressly acknowledge and agree that: (a) Penng cannot control, monitor, guarantee, or ensure how Organizations will actually use, handle, store, or protect your data once it has been shared with them through the Program; (b) Penng is not responsible, liable, or accountable for any Organization's misuse, unauthorized use, improper handling, inadequate protection, or breach of your data, whether such misuse or breach is intentional, negligent, or accidental; (c) any concerns, complaints, grievances, or disputes regarding your Organization's use of your data should be directed to your Organization's human resources department, data protection officer, or other appropriate internal channels in the first instance, and Penng is not a party to any such disputes; (d) Penng will investigate credible, documented reports of Organization data misuse or breach and may, in its sole discretion, terminate or suspend the Organization's access to the Program, require the Organization to take remedial actions, or take other actions Penng deems appropriate; (e) Penng's investigation or action in response to a report does not constitute an admission of liability or responsibility by Penng.

5.5. You acknowledge that Organizations may appoint multiple Authorized Administrators with access to your data, and you consent to access by all such administrators. Penng does not control which individuals are designated as Authorized Administrators or what level of access they are granted within the Organization.

6. DATA RETENTION, DELETION, AND PORTABILITY

6.1. Data Retention Periods. Penng will retain your Health Data and Personal Data for so long as you maintain an active Penng account and participate in the Corporate Wellness Program, and thereafter for such period as is: (a) required by applicable law, regulation, legal process, or governmental request; (b) necessary for legitimate business purposes including legal defense, dispute resolution, contract enforcement, fraud prevention, and compliance obligations; (c) required to fulfill any ongoing contractual obligations to you or the Organization; (d) necessary to maintain the integrity of Aggregate Data and historical analytics; (e) specified in Penng's data retention policy as updated from time to time. Penng reserves the right to retain anonymized or aggregated data indefinitely for research, analytics, product improvement, and statistical purposes.

6.2. Effects of Withdrawal. Upon your withdrawal from an Organization's Corporate Wellness Program: (a) your Individual Data will be removed from the Organization's access within thirty (30) calendar days of your withdrawal, unless a longer period is required by law or contractual obligations; (b) historical Aggregate Data that incorporates your anonymized contributions may be retained indefinitely for analytical, research, benchmarking, and historical comparison purposes, as such data cannot reasonably be disaggregated without disproportionate effort; (c) backup copies of your data may be retained in accordance with Penng's standard backup retention schedules, which typically involve retention for up to ninety (90) days after deletion from primary systems; (d) data required to be retained by law, regulation, legal hold, or for legal defense purposes will be retained for the applicable retention period notwithstanding your withdrawal; (e) data that has already been accessed, downloaded, or incorporated into reports by the Organization prior to your withdrawal is beyond Penng's control and cannot be recalled.

6.3. Right to Request Deletion. You may request deletion of your Personal Data and Health Data by contacting gold@penng.ai with the subject line "Data Deletion Request." Your request must include sufficient information to verify your identity and specify the data you wish to have deleted. Upon receipt of a valid, verified deletion request, Penng will delete your data within the timeframes required by applicable law (typically thirty (30) days under GDPR and POPIA), subject to: (a) any legal retention requirements; (b) legitimate grounds for continued processing; (c) technical limitations on deletion from backup systems; (d) the need to retain certain data for legal defense or dispute resolution; (e) the impracticability of deleting data from Aggregate Data compilations.

6.4. Right to Data Portability. You may request a copy of your Personal Data and Health Data in a structured, commonly used, and machine-readable format by contacting gold@penng.ai with the subject line "Data Portability Request." Penng will provide the requested data within the timeframes required by applicable law (typically thirty (30) days under GDPR). The data will be provided in JSON or CSV format, or another format mutually agreed upon. Penng may charge a reasonable administrative fee for excessive or repetitive requests, as permitted by applicable law.

6.5. Data Deletion by Organization. If an Organization terminates its participation in the Program, Participant data associated with that Organization will be handled in accordance with the terms of Penng's agreement with the Organization and applicable data protection laws. Penng will endeavor to notify affected Participants of such termination and any resulting data deletion.

7. PRIVACY AND DATA PROTECTION

7.1. Commitment to Privacy. Penng is committed to protecting the privacy, security, and confidentiality of your Personal Data and Health Data. All data collected through the Application and Corporate Wellness Program is processed in accordance with Penng's Privacy Policy, which is incorporated herein by reference and available at www.penng.ai/privacy, and in compliance with applicable data protection laws including but not limited to POPIA, GDPR, CCPA, and similar legislation in other jurisdictions.

7.2. Data Controller and Processor Roles. For purposes of applicable data protection legislation: (a) Penng acts as a Data Processor with respect to Health Data processed on behalf of Organizations for the purposes of the Corporate Wellness Program; (b) the Organization acts as a Data Controller with respect to Health Data shared through the Corporate Wellness Program and is responsible for ensuring it has a lawful basis for processing such data; (c) Penng also acts as an independent Data Controller with respect to Personal Data processed for its own legitimate business purposes, including account management, service provision, product improvement, and compliance; (d) Penng and the Organization may act as joint controllers for certain processing activities as specified in the data processing agreement between them.

7.3. Security Measures. Penng implements appropriate technical and organizational security measures designed to protect your data against unauthorized access, disclosure, alteration, destruction, loss, and misuse, in accordance with industry best practices and applicable legal requirements. These measures include but are not limited to: (a) encryption of data in transit using TLS 1.3 or equivalent protocols with strong cipher suites; (b) encryption of data at rest using AES-256 or equivalent encryption standards with secure key management; (c) access controls, role-based permissions, and authentication mechanisms including multi-factor authentication for administrative access; (d) regular security assessments, penetration testing, and vulnerability scanning conducted by qualified security professionals; (e) employee training on data protection, security awareness, and confidentiality practices; (f) incident response and breach notification procedures designed to detect, respond to, and mitigate security incidents; (g) physical security measures at data centers including access controls, surveillance, and environmental controls; (h) regular backups and disaster recovery procedures; (i) vendor and third-party security assessments; (j) logging and monitoring of system access and data processing activities.

7.4. No Absolute Security Guarantee. Notwithstanding the security measures described above, you acknowledge and understand that no system, network, or data storage solution is completely secure or immune from attack, and that Penng cannot and does not guarantee or warrant the absolute security, integrity, or confidentiality of your data. You agree to take reasonable precautions to protect your own data and account, including using strong, unique passwords, enabling two-factor authentication where available, keeping your device and software up to date, not sharing your account credentials, being vigilant against phishing and social engineering attacks, and promptly reporting any suspected security issues to Penng.

7.5. International Data Transfers. Your data may be transferred to, stored in, and processed in countries other than your country of residence, including countries that may not provide the same level of data protection as your home country. By accepting these Terms, you consent to such international transfers. Where required by applicable law, Penng will ensure that appropriate safeguards are in place for such transfers, such as Standard Contractual Clauses, binding corporate rules, or other approved transfer mechanisms.

7.6. Third-Party Service Providers. Penng may engage third-party service providers to assist in providing the Program and processing your data. Such providers are contractually obligated to protect your data and to use it only for the purposes specified by Penng. Categories of service providers may include cloud hosting providers, analytics services, customer support tools, and security services.

8. DISCLAIMER OF WARRANTIES

8.1. THE CORPORATE WELLNESS PROGRAM, THE APPLICATION, AND ALL RELATED SERVICES, FEATURES, FUNCTIONALITY, CONTENT, DATA, AND MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

8.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PENNG HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, TRADE USAGE, OR TRADE PRACTICE; (C) WARRANTIES THAT THE PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; (D) WARRANTIES THAT THE RESULTS, DATA, SCORES, METRICS, OR INFORMATION OBTAINED FROM USE OF THE PROGRAM WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT, OR ERROR-FREE; (E) WARRANTIES THAT ANY ERRORS, DEFECTS, OR INACCURACIES WILL BE CORRECTED; (F) WARRANTIES THAT THE PROGRAM WILL MEET YOUR REQUIREMENTS, EXPECTATIONS, OR NEEDS; (G) WARRANTIES REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT, DATA, OR INFORMATION AVAILABLE THROUGH THE PROGRAM; (H) WARRANTIES THAT THE PROGRAM WILL BE COMPATIBLE WITH YOUR DEVICES, OPERATING SYSTEMS, OR OTHER SOFTWARE; (I) WARRANTIES THAT THE PROGRAM WILL ACHIEVE ANY PARTICULAR HEALTH, FITNESS, OR WELLNESS OUTCOME.

8.3. PENNG DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT, SERVICE, CONTENT, OR INFORMATION ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PROGRAM OR ANY HYPERLINKED WEBSITE, APPLICATION, OR SERVICE, AND PENNG WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

8.4. PENNG DOES NOT WARRANT THAT THE PROGRAM WILL BE AVAILABLE AT ALL TIMES OR IN ALL LOCATIONS, OR THAT ACCESS TO THE PROGRAM WILL BE CONTINUOUS OR UNINTERRUPTED. THE PROGRAM MAY BE SUBJECT TO LIMITATIONS, DELAYS, FAILURES, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, AND MOBILE NETWORKS. PENNG IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES, LOSSES, OR HARM RESULTING FROM SUCH PROBLEMS.

8.5. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you. In such jurisdictions, Penng's warranties and liability are limited to the maximum extent permitted by applicable law. Nothing in these Terms shall affect your statutory rights as a consumer.

9. HEALTH INFORMATION DISCLAIMER

9.1. THE CORPORATE WELLNESS PROGRAM AND THE APPLICATION ARE INTENDED FOR GENERAL WELLNESS, FITNESS, AND INFORMATIONAL PURPOSES ONLY. THE PROGRAM IS NOT A MEDICAL DEVICE, DIAGNOSTIC TOOL, OR HEALTHCARE SERVICE AND IS NOT INTENDED TO DIAGNOSE, TREAT, CURE, PREVENT, MITIGATE, OR MANAGE ANY DISEASE, DISORDER, HEALTH CONDITION, OR MEDICAL PROBLEM.

9.2. NOTHING IN THE PROGRAM, THE APPLICATION, OR ANY CONTENT, DATA, SCORES, METRICS, INSIGHTS, RECOMMENDATIONS, OR INFORMATION PROVIDED THEREIN CONSTITUTES OR IS INTENDED TO CONSTITUTE MEDICAL ADVICE, MEDICAL OPINION, DIAGNOSIS, TREATMENT, OR HEALTHCARE. THE PROGRAM IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOU SHOULD ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN, QUALIFIED HEALTHCARE PROFESSIONAL, OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION, SYMPTOMS, TREATMENT, OR HEALTH CONCERNS. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ, SEEN, OR RECEIVED THROUGH THE PROGRAM.

9.3. THE HEALTH DATA, WELLNESS SCORES, FITNESS METRICS, AND OTHER MEASUREMENTS PROVIDED THROUGH THE PROGRAM ARE DERIVED FROM CONSUMER-GRADE SENSORS, WEARABLE DEVICES, AND PROPRIETARY ALGORITHMS AND ARE NOT EQUIVALENT TO, AND SHOULD NOT BE COMPARED WITH, MEDICAL-GRADE, CLINICAL, OR LABORATORY MEASUREMENTS. SUCH DATA AND SCORES MAY CONTAIN ERRORS, INACCURACIES, ARTIFACTS, NOISE, GAPS, OR OMISSIONS AND SHOULD NOT BE RELIED UPON FOR MEDICAL PURPOSES, CLINICAL DECISIONS, OR HEALTH INTERVENTIONS. THE ACCURACY OF DATA DEPENDS ON MANY FACTORS INCLUDING DEVICE PLACEMENT, FIT, USER CHARACTERISTICS, ENVIRONMENTAL CONDITIONS, AND ALGORITHM LIMITATIONS.

9.4. THE PROGRAM IS NOT DESIGNED, INTENDED, OR SUITABLE FOR USE IN MEDICAL EMERGENCIES, URGENT HEALTH SITUATIONS, OR LIFE-THREATENING CONDITIONS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, CHEST PAIN, DIFFICULTY BREATHING, SEVERE SYMPTOMS, OR ANY CONDITION REQUIRING IMMEDIATE MEDICAL ATTENTION, CONTACT EMERGENCY SERVICES (SUCH AS 911 OR YOUR LOCAL EMERGENCY NUMBER) IMMEDIATELY. DO NOT WAIT. DO NOT DELAY SEEKING EMERGENCY MEDICAL ATTENTION BASED ON ANY INFORMATION, DATA, SCORE, OR RECOMMENDATION FROM THE PROGRAM.

9.5. BY PARTICIPATING IN THE PROGRAM, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT: (A) YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR PARTICIPATION IN ANY WELLNESS, FITNESS, EXERCISE, NUTRITION, OR PHYSICAL ACTIVITIES, WHETHER SUGGESTED BY THE PROGRAM OR OTHERWISE; (B) YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR DETERMINING WHETHER ANY EXERCISE, PHYSICAL ACTIVITY, NUTRITION PLAN, DIET, SUPPLEMENT, WELLNESS PRACTICE, OR LIFESTYLE CHANGE IS APPROPRIATE, SAFE, AND SUITABLE FOR YOUR INDIVIDUAL CIRCUMSTANCES, HEALTH STATUS, PHYSICAL CONDITION, AND MEDICAL HISTORY; (C) YOU WILL CONSULT WITH A QUALIFIED HEALTHCARE PROFESSIONAL, PHYSICIAN, OR MEDICAL DOCTOR BEFORE STARTING OR SIGNIFICANTLY CHANGING ANY EXERCISE PROGRAM, PHYSICAL ACTIVITY, DIET, NUTRITION PLAN, OR WELLNESS REGIMEN, ESPECIALLY IF YOU HAVE ANY KNOWN OR SUSPECTED HEALTH CONDITIONS, INJURIES, LIMITATIONS, OR RISK FACTORS; (D) PENNG IS NOT RESPONSIBLE OR LIABLE FOR ANY INJURY, ILLNESS, HARM, ADVERSE EVENT, OR HEALTH CONSEQUENCE THAT MAY RESULT FROM YOUR PARTICIPATION IN WELLNESS ACTIVITIES OR YOUR RELIANCE ON PROGRAM DATA OR RECOMMENDATIONS.

9.6. IF YOU HAVE OR SUSPECT YOU HAVE A MEDICAL PROBLEM OR CONDITION, PROMPTLY CONTACT YOUR HEALTHCARE PROVIDER. DO NOT USE THE PROGRAM AS A SUBSTITUTE FOR SEEKING APPROPRIATE MEDICAL CARE OR FOLLOWING MEDICAL ADVICE.

10. LIMITATION OF LIABILITY

10.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PENNG, ITS PARENT COMPANY, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, SUPPLIERS, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "PENNG PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR MULTIPLE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, BUSINESS, GOODWILL, REPUTATION, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE PROGRAM; (B) ANY CONDUCT, CONTENT, ACTIONS, OR OMISSIONS OF ANY THIRD PARTY IN CONNECTION WITH THE PROGRAM, INCLUDING OTHER PARTICIPANTS, ORGANIZATIONS, OR AUTHORIZED ADMINISTRATORS; (C) ANY CONTENT, DATA, INFORMATION, SCORES, METRICS, OR RECOMMENDATIONS OBTAINED FROM OR THROUGH THE PROGRAM; (D) UNAUTHORIZED ACCESS, USE, ALTERATION, DISCLOSURE, OR DESTRUCTION OF YOUR DATA OR TRANSMISSIONS; (E) ANY EMPLOYMENT DECISIONS, ACTIONS, OR CONSEQUENCES MADE BY OR RESULTING FROM YOUR ORGANIZATION BASED ON OR RELATED TO SHARED DATA OR YOUR PROGRAM PARTICIPATION; (F) ANY INJURY, ILLNESS, HEALTH CONSEQUENCE, OR HARM ARISING FROM WELLNESS ACTIVITIES OR YOUR RELIANCE ON PROGRAM DATA; (G) ANY FAILURE, INTERRUPTION, DELAY, OR ERROR IN THE PROGRAM; (H) ANY BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS TRANSMITTED THROUGH THE PROGRAM; (I) ANY MATTER RELATING TO THE PROGRAM, REGARDLESS OF WHETHER PENNG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2. IN NO EVENT SHALL THE PENNG PARTIES' TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS, DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS, YOUR PARTICIPATION IN THE PROGRAM, OR YOUR USE OF THE APPLICATION EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU HAVE ACTUALLY PAID TO PENNG IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED SOUTH AFRICAN RAND (ZAR 100.00). THIS LIMITATION APPLIES TO ALL CLAIMS IN THE AGGREGATE, NOT PER CLAIM OR PER INCIDENT.

10.3. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY: (A) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, OR STRICT LIABILITY), WARRANTY, STATUTE, OR OTHERWISE; (B) EVEN IF PENNG OR ANY PENNG PARTY HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; (C) EVEN IF ANY LIMITED REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE; (D) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION.

10.4. Some jurisdictions do not allow the limitation or exclusion of liability for incidental, consequential, or certain other types of damages, so some or all of the above limitations and exclusions may not apply to you. In such jurisdictions, the liability of the Penng Parties is limited to the maximum extent permitted by applicable law.

10.5. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN YOU AND PENNG, AND THAT PENNG WOULD NOT PROVIDE THE PROGRAM TO YOU WITHOUT SUCH LIMITATIONS.

11. INDEMNIFICATION

11.1. You agree to indemnify, defend, and hold harmless Penng and all Penng Parties from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees, legal costs, and expert witness fees) arising out of or relating to: (a) your breach of any provision, representation, warranty, or obligation under these Terms and Conditions; (b) your violation of any applicable law, statute, regulation, ordinance, or third-party right, including intellectual property rights and privacy rights; (c) your use or misuse of the Program, including any activities conducted through your account; (d) any data, content, information, or materials you submit, transmit, post, or otherwise make available through the Program; (e) your interactions with other Participants, Organizations, Authorized Administrators, or third parties in connection with the Program; (f) any negligent, reckless, or intentionally wrongful act or omission on your part; (g) your participation in any wellness activities, challenges, or programs; (h) any claim by your Organization arising from your participation in the Program; (i) your violation of any other person's rights.

11.2. Penng reserves the right, at its own expense and in its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Penng in asserting any available defenses and will not settle any such matter without Penng's prior written consent. You agree not to settle any claim subject to indemnification without the prior written consent of Penng.

11.3. Your indemnification obligations under this Section shall survive the termination or expiration of these Terms and your participation in the Program.

12. USER CONDUCT AND PROHIBITED ACTIVITIES

12.1. You agree to use the Corporate Wellness Program only for its intended purpose of personal health and wellness tracking and improvement, and in compliance with these Terms, all applicable laws, statutes, regulations, and ordinances, and any policies, guidelines, or rules established by your Organization or communicated through the Program.

12.2. You shall not engage in any of the following prohibited activities, which list is illustrative and not exhaustive: (a) manipulating, falsifying, fabricating, altering, or misrepresenting Health Data, activity data, or other information; (b) attempting to game, cheat, exploit, hack, or otherwise unfairly advantage yourself or others in wellness challenges, competitions, leaderboards, or reward programs; (c) sharing, selling, bartering, distributing, publishing, posting, or otherwise transferring your Invite Code to any unauthorized person or making it publicly available; (d) accessing or attempting to access accounts, data, systems, networks, or servers belonging to other Participants, Organizations, Penng, or any third party without proper authorization; (e) introducing viruses, worms, Trojan horses, malware, ransomware, spyware, or other malicious code, scripts, or software into the Program, Application, or associated systems; (f) interfering with, disrupting, degrading, or impairing the operation, performance, availability, or security of the Program, Application, servers, networks, or any connected systems; (g) reverse engineering, decompiling, disassembling, decrypting, or attempting to derive the source code, algorithms, or data structures of any portion of the Program or Application; (h) using automated systems, bots, scripts, crawlers, scrapers, or similar technologies to access or interact with the Program except through approved APIs and integrations; (i) circumventing, disabling, bypassing, or attempting to circumvent any security measures, access controls, technological protection measures, or usage limitations; (j) using the Program for any commercial purpose, including but not limited to advertising, marketing, or selling products or services, without express written authorization from Penng; (k) harassing, bullying, threatening, intimidating, stalking, defaming, or abusing other Participants, Organization personnel, Penng staff, or any other person; (l) submitting false, misleading, fraudulent, deceptive, or inaccurate information; (m) impersonating any person, entity, or Participant, or falsely claiming an affiliation; (n) violating any applicable law, statute, regulation, ordinance, or third-party right; (o) engaging in any activity that could damage, disable, overburden, or impair the Program; (p) attempting to probe, scan, or test the vulnerability of the Program or any related system; (q) using the Program in any manner not expressly authorized by these Terms.

12.3. Violations of these conduct provisions may result in, at Penng's sole discretion: (a) warning notices; (b) temporary suspension of Program access; (c) permanent termination of Program access and your Penng account; (d) reporting to your Organization; (e) reporting to law enforcement, regulatory authorities, or other governmental agencies; (f) legal action including claims for damages, injunctive relief, and recovery of attorneys' fees; (g) any other action Penng deems appropriate to protect its interests, the Program, and other users.

13. TERMINATION

13.1. Voluntary Withdrawal. You may terminate your participation in any Organization's Corporate Wellness Program at any time, for any reason or no reason, by selecting the "Leave Organization" option within the Settings section of the Application and confirming your departure. Such termination shall be effective immediately upon processing of your request by the Application's systems. You do not need to provide any reason for your withdrawal.

13.2. Termination by Penng. Penng may terminate, suspend, restrict, or limit your access to the Program at any time, with or without cause, with or without prior notice, in its sole and absolute discretion, including but not limited to circumstances where: (a) you breach any provision of these Terms or any other agreement with Penng; (b) you engage in any prohibited conduct or activities; (c) your Organization terminates, suspends, or modifies its participation in the Program; (d) your employment or affiliation with the Organization ends or changes; (e) Penng discontinues, suspends, or materially modifies the Program or any portion thereof; (f) Penng is required or requested to do so by law, regulation, court order, subpoena, or governmental authority; (g) Penng determines, in its sole discretion, that your continued participation poses a risk to the Program, other Participants, Organizations, or Penng; (h) your account is inactive for an extended period; (i) required for maintenance, security, or operational reasons.

13.3. Effects of Termination. Upon termination of your participation in the Program, whether by you or by Penng: (a) your access to Program features, dashboards, challenges, and Organization-specific functionality will cease immediately; (b) your Individual Data will be removed from the Organization's access within thirty (30) calendar days; (c) your personal Penng account and data not related to the Corporate Wellness Program will remain intact unless you separately request account deletion or your entire account is terminated; (d) you will no longer be eligible for any rewards, incentives, or benefits associated with the Program; (e) any pending challenges or activities will be cancelled; (f) provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 1, 7, 8, 9, 10, 11, 14, 15, 16, and this Section 13.

13.4. No Liability for Termination. You agree that Penng shall not be liable to you or to any third party for any termination, suspension, or modification of your access to the Program, regardless of the reason for such termination.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1. Governing Law. These Terms and Conditions and any dispute, controversy, or claim arising out of or relating to these Terms, your participation in the Program, or the Application shall be governed by, construed, and interpreted in accordance with the laws of the Republic of South Africa, without regard to its conflict of law principles, choice of law rules, or provisions that would require the application of the laws of any other jurisdiction.

14.2. Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, validity, or invalidity thereof, that cannot be resolved through good faith negotiation between the parties within thirty (30) days, shall be finally and exclusively resolved by binding arbitration administered by the Arbitration Foundation of Southern Africa (AFSA) in accordance with its Arbitration Rules then in effect. The seat and place of arbitration shall be Johannesburg, Gauteng, South Africa. The language of the arbitration shall be English. The arbitration shall be conducted by a single arbitrator appointed in accordance with AFSA rules. The arbitral award shall be final, conclusive, and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could award. Each party shall bear its own costs and expenses of arbitration, and the parties shall share equally the fees and expenses of the arbitrator and AFSA, unless the arbitrator determines otherwise.

14.3. Injunctive Relief. Notwithstanding the foregoing arbitration provision, Penng may seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable relief in any court of competent jurisdiction to prevent or restrain any actual or threatened breach, violation, or infringement of these Terms, Penng's intellectual property rights, or confidential information, without the necessity of proving actual damages or posting any bond or security.

14.4. CLASS ACTION WAIVER. YOU HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR CONSOLIDATED ARBITRATION OR LAWSUIT AGAINST PENNG. YOU AGREE THAT ANY CLAIMS, DISPUTES, OR CONTROVERSIES MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

14.5. Disputes with Organization. Any disputes, grievances, complaints, or claims between you and your Organization regarding the Corporate Wellness Program, your Organization's use of your data, employment matters, or any other issue should be directed to your Organization's human resources department, management, or other appropriate internal channels in the first instance. Such disputes are between you and your Organization and are not subject to arbitration with Penng. Penng is not a party to any dispute between you and your Organization.

14.6. Time Limitation. Any claim or cause of action arising out of or relating to these Terms or the Program must be filed within one (1) year after such claim or cause of action arose, or be forever barred. This limitation period applies to the fullest extent permitted by applicable law.

15. INTELLECTUAL PROPERTY

15.1. Penng Ownership. All intellectual property rights in and to the Program, the Application, and all related content, materials, software, code, algorithms, data models, designs, graphics, user interfaces, visual interfaces, photographs, images, illustrations, icons, audio, video, text, documentation, and other materials are and shall remain the sole and exclusive property of Penng or its licensors. This includes all patents, copyrights, trademarks, trade secrets, trade dress, and other intellectual property rights therein. Nothing in these Terms grants you any right, title, interest, or license in such intellectual property except the limited license to use the Program as expressly provided herein.

15.2. Limited License. Subject to your compliance with these Terms, Penng grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable, personal license to access and use the Program and Application solely for your personal, non-commercial wellness purposes in connection with the Corporate Wellness Program. This license does not include any right to: (a) modify, adapt, copy, reproduce, or create derivative works based on the Program or any portion thereof; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Program; (c) sell, license, rent, lease, loan, or otherwise commercially exploit the Program or any access thereto; (d) use the Program for any commercial purpose or for the benefit of any third party; (e) remove, alter, obscure, or deface any proprietary notices, labels, trademarks, or branding on the Program; (f) access the Program in order to build a competitive product or service; (g) use the Program in any manner not expressly authorized by these Terms.

15.3. Trademarks. "Penng", the Penng logo, and other Penng product names, service names, slogans, taglines, and features are trademarks, service marks, and trade dress of Penng (Pty) Ltd. You may not use any Penng trademark, service mark, or trade dress without the prior written permission of Penng. All other trademarks, service marks, and trade names appearing in the Program are the property of their respective owners.

15.4. Feedback. If you provide Penng with any feedback, suggestions, ideas, comments, or recommendations regarding the Program or Application ("Feedback"), you hereby grant Penng a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, and otherwise exploit such Feedback for any purpose without restriction, attribution, or compensation to you.

16. GENERAL PROVISIONS

16.1. Entire Agreement. These Terms and Conditions, together with Penng's general Terms of Service, Privacy Policy, and any other policies or agreements incorporated by reference or applicable to the Program, constitute the entire agreement and understanding between you and Penng with respect to your participation in the Corporate Wellness Program and supersede all prior or contemporaneous communications, representations, understandings, negotiations, or agreements, whether oral or written, relating to the subject matter hereof.

16.2. Severability. If any provision of these Terms is held to be invalid, illegal, void, or unenforceable by a court of competent jurisdiction or arbitrator, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties, or if such modification is not possible, such provision shall be severed and deemed deleted from these Terms, and the legality, validity, and enforceability of the remaining provisions shall not be affected or impaired in any way and shall continue in full force and effect.

16.3. Waiver. The failure of Penng to exercise or enforce any right, remedy, or provision of these Terms at any time shall not constitute or be deemed a waiver of such right, remedy, or provision or of any other right, remedy, or provision, and shall not preclude Penng from exercising or enforcing such right, remedy, or provision at any time thereafter. Any waiver of any provision of these Terms shall be effective only if in writing and signed by an authorized representative of Penng. No single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

16.4. Assignment. You may not assign, transfer, delegate, or sublicense these Terms or any rights, duties, or obligations hereunder without the prior written consent of Penng, and any attempted assignment without such consent shall be null, void, and of no effect. Penng may freely assign, transfer, or delegate these Terms and any rights or obligations hereunder without restriction and without notice to you, including in connection with any merger, acquisition, reorganization, or sale of all or substantially all of its assets or equity.

16.5. Force Majeure. Penng shall not be liable for any failure, delay, interruption, or impairment in performing its obligations under these Terms if such failure, delay, interruption, or impairment results from circumstances beyond Penng's reasonable control, including but not limited to acts of God, natural disasters, earthquakes, floods, fires, storms, epidemics, pandemics, war, terrorism, riots, civil unrest, strikes, labor disputes, government actions, embargoes, sanctions, power failures, telecommunications failures, internet outages, hardware failures, software bugs, cyberattacks, or other events of force majeure.

16.6. Third-Party Services and Links. The Program may contain links to, integrations with, or functionality that relies upon third-party websites, applications, services, content, or products. Penng is not responsible for the content, accuracy, availability, functionality, policies, or practices of any third-party sites, services, or content, and your use of such third-party offerings is at your own risk and subject to their respective terms of service, privacy policies, and other applicable agreements. The inclusion of any link or integration does not imply endorsement, approval, or recommendation by Penng.

16.7. Notices. Any notices required or permitted under these Terms shall be sent to Penng at gold@penng.ai or to such other email address or physical address as Penng may designate from time to time by posting on the Application or website. Notices to you may be sent to the email address associated with your Penng account, posted within the Application, or delivered by any other means reasonably calculated to provide you with notice. Notices shall be deemed received upon transmission if sent by email, upon posting if posted within the Application, or upon actual receipt if sent by other means.

16.8. Relationship of Parties. Nothing in these Terms shall be construed or deemed to create a joint venture, partnership, employment, franchise, or agency relationship between you and Penng. You have no authority to bind Penng, to make any representations or warranties on behalf of Penng, to incur any obligations on behalf of Penng, or to act as an agent or representative of Penng in any respect. You are an independent user of the Program and not an employee, contractor, or agent of Penng.

16.9. Survival. The following provisions shall survive the termination, expiration, or cancellation of these Terms and your participation in the Program: Sections 1 (Definitions), 6 (Data Retention), 7 (Privacy), 8 (Disclaimer of Warranties), 9 (Health Information Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 14 (Governing Law and Dispute Resolution), 15 (Intellectual Property), 16 (General Provisions), and any other provisions that by their nature should survive, together with any accrued rights and obligations.

16.10. Headings. The headings and subheadings in these Terms are for convenience of reference only and shall not affect the meaning or interpretation of any provision.

16.11. No Third-Party Beneficiaries. These Terms are for the sole benefit of you and Penng and do not create any third-party beneficiary rights. No third party shall have any right to enforce any provision of these Terms.

17. REGULATORY COMPLIANCE

17.1. Protection of Personal Information Act (POPIA). For Participants located in the Republic of South Africa, Penng processes Personal Data in accordance with the Protection of Personal Information Act 4 of 2013 (POPIA) and the regulations promulgated thereunder. Under POPIA, you have the right to: (a) be notified that your Personal Data is being collected and the purpose thereof; (b) request access to your Personal Data held by Penng; (c) request correction or deletion of inaccurate, irrelevant, excessive, out of date, incomplete, misleading, or unlawfully obtained Personal Data; (d) object to the processing of your Personal Data on reasonable grounds; (e) object to the processing of your Personal Data for purposes of direct marketing; (f) not be subject to a decision based solely on automated processing; (g) submit a complaint to the Information Regulator if you believe your rights under POPIA have been infringed; (h) institute civil proceedings regarding alleged interference with the protection of your Personal Data.

17.2. General Data Protection Regulation (GDPR). For Participants located in the European Economic Area (EEA), United Kingdom, or Switzerland, Penng processes Personal Data in accordance with the General Data Protection Regulation (EU) 2016/679 (GDPR), the UK GDPR, and applicable national implementing legislation. Under GDPR, you have the right to: (a) access your Personal Data and obtain a copy thereof; (b) rectification of inaccurate or incomplete Personal Data; (c) erasure of your Personal Data ("right to be forgotten") in certain circumstances; (d) restriction of processing in certain circumstances; (e) data portability, i.e., to receive your Personal Data in a structured, commonly used, machine-readable format and to transmit it to another controller; (f) object to processing based on legitimate interests or for direct marketing purposes; (g) withdraw consent at any time, without affecting the lawfulness of processing based on consent before its withdrawal; (h) not be subject to a decision based solely on automated processing, including profiling, which produces legal or similarly significant effects; (i) lodge a complaint with a supervisory authority in the EU Member State of your habitual residence, place of work, or place of the alleged infringement.

17.3. California Consumer Privacy Act (CCPA). For Participants who are California residents, Penng processes Personal Information in accordance with the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA). Under CCPA/CPRA, you have the right to: (a) know what Personal Information is collected, used, shared, or sold; (b) delete Personal Information held by businesses and their service providers, subject to certain exceptions; (c) opt-out of the sale or sharing of Personal Information; (d) non-discrimination for exercising your CCPA rights; (e) correct inaccurate Personal Information; (f) limit the use and disclosure of sensitive Personal Information. Penng does not sell your Personal Information as defined under CCPA.

17.4. Other Jurisdictions. Penng is committed to complying with applicable data protection and privacy laws in all jurisdictions where it operates or where Participants are located. If you are located in a jurisdiction with specific data protection rights not listed above, please contact gold@penng.ai for information about your rights and how to exercise them.

17.5. Exercising Your Rights. To exercise any of your data protection rights as described in this Section, please contact Penng at gold@penng.ai with a clear description of your request. We may need to verify your identity before processing your request. We will respond to your request within the timeframes required by applicable law.

18. WELLNESS CHALLENGES AND REWARDS

18.1. The Corporate Wellness Program may include optional Wellness Challenges, competitions, goals, gamified activities, and reward programs designed to encourage healthy behaviors and engagement. Participation in such challenges is voluntary and subject to any additional rules, terms, or conditions that may be published for specific challenges.

18.2. You acknowledge that: (a) challenge rankings, leaderboards, and results are based on data reported through the Application and Connected Devices and may not perfectly reflect actual performance; (b) Penng and the Organization reserve the right to disqualify participants who appear to have manipulated data or violated challenge rules; (c) any rewards, prizes, or incentives offered are at the sole discretion of the Organization and Penng and may be modified, substituted, or withdrawn at any time; (d) tax implications of any rewards or prizes are your sole responsibility; (e) challenge participation does not guarantee any particular health outcome.

18.3. By participating in Wellness Challenges, you consent to your name, department, team affiliation, and performance data being displayed on leaderboards and in challenge communications visible to other Participants in your Organization.

19. CONNECTED DEVICES AND INTEGRATIONS

19.1. The Program supports integration with various Connected Devices and third-party applications. You are responsible for: (a) ensuring your Connected Devices are properly set up, charged, and worn correctly; (b) maintaining your devices and keeping their firmware and software up to date; (c) understanding the limitations and accuracy specifications of your devices; (d) reviewing and accepting the terms and privacy policies of third-party device manufacturers and application providers.

19.2. Penng is not responsible for: (a) the accuracy, reliability, or availability of data from Connected Devices or third-party integrations; (b) any malfunctions, errors, or failures of Connected Devices; (c) any harm caused by Connected Devices; (d) any privacy practices or data handling by third-party device manufacturers or application providers; (e) any interruption in data synchronization between Connected Devices and the Application.

19.3. Supported Connected Devices and integrations may change from time to time. Penng reserves the right to add, remove, or modify support for any device or integration at any time without notice.

20. MODIFICATIONS TO THE PROGRAM

20.1. Penng reserves the right to modify, update, enhance, suspend, discontinue, or terminate the Program, the Application, or any feature, functionality, or content thereof, at any time, with or without notice, for any reason, in its sole discretion. This includes the right to: (a) add or remove features and functionality; (b) modify scoring algorithms and wellness calculations; (c) change the user interface and user experience; (d) update system requirements and device compatibility; (e) modify or discontinue support for Connected Devices or integrations; (f) change pricing, subscription plans, or access tiers; (g) discontinue the Program entirely.

20.2. You agree that Penng shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Program or any part thereof. Your continued use of the Program after any such changes constitutes your acceptance of the modified Program.

21. EXPORT CONTROLS AND SANCTIONS

21.1. The Program may be subject to export control laws and regulations, including those of South Africa, the United States, the European Union, and other jurisdictions. You represent and warrant that: (a) you are not located in a country that is subject to a government embargo or that has been designated as a "terrorist supporting" country; (b) you are not listed on any government list of prohibited or restricted parties; (c) you will comply with all applicable export control laws and regulations in your use of the Program.

22. CONTACT INFORMATION

22.1. If you have any questions, concerns, comments, feedback, or complaints regarding these Terms and Conditions, the Corporate Wellness Program, or your participation therein, please contact us at:

Penng (Pty) Ltd

Corporate Wellness Program

Email: gold@penng.ai

Privacy and Data Protection Inquiries: gold@penng.ai

Website: www.penng.ai

© 2024 Penng (Pty) Ltd. All rights reserved. These Terms and Conditions are effective as of 1 December 2024 and were last revised on 7 December 2024. Version 2.0.