X Points in pending status are not available for redemption or use.

c. Fees.
There is no fee for participation in the X Points Reward Program. There may be fees associated with Your use of the X World Wallet, in accordance with the terms and conditions of the X World Wallet Account.

6. Using X Points

a. Availability
Once X Points are available for redemption, You may use them through any of the redemption methods that We may make available from time to time, including:

• Converting X Points to any Available Currency: Log into Your Account Center to transfer X Points to any of Your Currency Wallets. Please note that transferring X Points into any Foreign Currency Wallet will cause the Applicable Exchange Rate to be applied. Such Applicable Exchange Rate is disclosed before You confirm the transfer. We will determine the Applicable Exchange Rate each time You ask us to enter into a currency exchange transaction. The Applicable Exchange Rate varies and is based on the rate we select from one or more foreign exchange providers at the applicable processing date and time. This Applicable Exchange Rate may be different from the rate we ourselves receive or the government-mandated rate in effect. When we determine Your Applicable Exchange Rate depends on what type of currency exchange transaction You are requesting and when we receive Your request. The specific Applicable Exchange Rate that You receive for any currency exchange is not published in any newspaper, website or other publicly available source. Third parties may publish indicative rates or “spot rates” for currencies, but these published spot rates may change frequently and usually reflect rates for large volume transactions conducted by institutional investors at a specific point in time. Also, these published rates do not necessarily reflect transaction costs and do not accurately reflect exchange rates actually available to You or us at any point in time for any of Your currency exchanges.

b. Redemption value
When You convert X Points to Your Home Currency Wallet, each X Point shall be worth US$0.005 (USD half a cent). Transferring X Points into any Foreign Currency Wallet will cause the Applicable Exchange Rate to be applied. For other redemption methods, the value of the X Points may vary and will be indicated prior to Your usage/redemption. You may see the X Point redemption rates in the Account Center. Unless expressly noted, transactions using X Points are deemed final and cannot be canceled or reimbursed.

c. Conditions

• X Points usage and redemption methods may be subject to limitations and conditions established by Us or the associated Ouro Affiliate. These may include, without limitation, terms and conditions governing the offer, enrollment terms, minimums or maximums of X Points to be used, available travel dates, return policies, black-out dates, minimum age requirements, fees, etc. These additional terms and conditions will be communicated to You prior to Your redemption.
• Some redemptions may be subject to fees, taxes, surcharges or optional charges which are atYour expense and must be paid separately, without X Points. Examples of these are local hotel taxes, taxes and surcharges for car rentals, Sales Taxes, shipping and handling charges, and airport fees. These fees or taxes will be communicated to You prior to Your redemption.• You are solely responsible for the entirety of the X Points usage and redemptions in YourAccount.
• As to any goods or services acquired with X Points, We are not responsible for their quality, delivery, loss, return, replacement, redemption, or any failure by a merchant to honor the item.• You agree that We may share information about Your Account with Affiliates for the purpose of enabling You to redeem X Points. You may be required to enroll in a specific X Points redemption offer.
• Methods and offers or special promotions to redeem X Points may vary, depending on Account activity. Geographic region or other criteria determined solely at Our discretion.
• We may prohibit, terminate or suspend X Point usage or redemption at any time for any reason.

7. CORRECTION OF X POINTS CREDITED OR DEBITED FROM YOUR ACCOUNT
While We endeavor to correctly credit and debit Your X Points, You are responsible for reviewing Your Account Center and ensuring that X Points are properly credited and debited. Please contact X World Wallet Customer Service if You perceive there may be an error in Your X Points balance. If You contact us, prior to making any correction, We may require that You provide relevant information and documents about transactions for which X Points were earned or used. Any Member request to correct the X Points balance must be received within 6 months of the transaction for which X Points have been or should have been credited or debited. Failure to make this request within 6 months of the relevant transaction shall result in denial of the claim.

8. TERMINATION AND FORFEITURE OF BENEFITS, INCLUDING X POINTS
Your participation in the X Points Rewards Program ceases in any of the following circumstances:

• Cancellation of the X Points Rewards Program;
• Closure of Your X World Wallet Account for any reason whatsoever;
• Ouro determines that You have engaged in Prohibited Conduct;
• Ouro determines it is necessary to do so to comply with applicable laws or regulations;
• You have requested the closure of Your X World Wallet Account prior to redeeming any available X Points;
• Your death;
• Your failure to respond to communication attempts regarding the status of Your Account for over 12 months,
• You have not logged into the Account for over 24 months.

As a consequence, this Agreement shall terminate, You automatically forfeit all rights to Your X Points along with any of the benefits of the X Points Rewards Program, and You shall no longer be eligible to participate in any aspect of the X Points Rewards Program. We will have no further obligation to provide or allow access to Your X World Wallet Account or any of its functionality or benefits; and (ii) any license or other rights granted to You by this Agreement immediately cease. Once expired or forfeited, X Points or any benefits shall not be reinstated.

You understand and acknowledge that upon termination of the Agreement Ouro will delete or destroy ANY INFORMATION related to Your Account, except as may be required by applicable law or as provided in Our Privacy Policy.

9. OTHER IMPORTANT INFORMATION

1. You have no rights to or over X Points; they are not Your property.
2. You cannot transfer X Points unless expressly allowed in this Agreement. X Points cannot be transferred by operation of law, such as by divorce, inheritance or bankruptcy.
3. You are solely responsible for any tax of any type that may apply or arise out of the accrual or redemption of X Points. Because Your participation in the X Points Rewards Program may result in miscellaneous income from Ouro, We may be obligated to provide You IRS FORM 1099-MISC(Miscellaneous Income) or 1042-S (Foreign Person’s US Source Income Subject to Withholding) and make the corresponding filing with the IRS.

10. RELATIONSHIP WITH OTHER AGREEMENTS
This Agreement complements other agreements which govern Your use of the X Points Rewards Program. In case of any conflict between this Agreement and the terms and conditions that govern the X World Wallet Account, the terms of those terms and conditions shall prevail.

The X Points Reward Program may provide You services or offers that are subject to specific terms and conditions. Such terms and conditions will be provided to You prior to Your accepting such service or offer and will be part of this agreement.

11. PROHIBITED CONDUCT

By participating in the X Points Rewards Program, You agree NOT to:

• breach this Agreement, any other agreement with Ouro or any other agreement related to the operation of the X
  World Wallet Account;
• maintain a negative X Points balance for more than 30 calendar days;
• access or use any part of the X Points Rewards Program for any non-personal or commercial purpose;
• engage in the sale, barter or transfer (other than as expressly allowed in this Agreement) of X Points or any
  other benefit or reward;
• abuse the X Points Rewards Program or its privileges, including by fostering or causing the creation of false
  Accounts or referrals and engaging in any activity to illegitimately earn X Points(such as by returning products
  or services after X Points have been conferred);
• access or use any part of the X Points Reward Program for any illegal or fraudulent purpose or to violate any
  law, statute, ordinance, or regulation;
• seek to obtain unauthorized access to any Account other than Your own;
• modify or attempt to modify or in any way tamper with, circumvent, disable, damage, introduce any malicious code
  or otherwise interfere with the operation of the X Points Rewards Program;
• access or use the X Points Rewards Program in a way that may infringe upon the intellectual property or other
  rights of any party, including, without limitation, trademark, copyright, privacy, or publicity rights; or
• provide false, inaccurate or misleading information;
• reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the X Points
  Rewards Program or any part thereof (including any related mobile app or website);
• modify, adapt, translate or create derivative works based upon the X Points Rewards Program or any part thereof,
  except and only to the extent the foregoing restriction is expressly prohibited by applicable law; or
• copy, distribute, transfer, sell or license all or part of the X Points Rewards Program;
• take any action to circumvent, compromise or defeat any security measures implemented in X Points Rewards
  Program; or
• upload or transmit in any way any content that may be reasonably perceived by a third party as obscene, sexually
  explicit, inflammatory, derogatory, harassing or offensive.

Each of the above behaviors constitutes “Prohibited Conduct”.

If Ouro determines, at its sole discretion, that You have engaged in any Prohibited Conduct, Ouro may:

• without notice, suspend or terminate Your participation in the X Points Rewards Program, limit
• any benefits or rewards and retract any benefits conferred, including forfeiting any or all X Points;
• require that You repay the value, as determined by Ouro, of the X Points redeemed or benefits You acquired as a result of or through the Prohibited Conduct. If You should refuse to repay, Ouro may initiate any corresponding legal action to recover such amount;
• These remedies are cumulative and in addition to any other legal remedies Ouro may exercise.
• If You have negative X Points balance for more than 30 calendar days, You hereby authorize Ouro to debit the value of the X Points owed from funds held by You in any Currency Wallet of Your Account. In such case, Ouro will provide You written notice of the amount debited. You also expressly authorize that if funds held in Your Home Currency Wallet are insufficient to cover the entirety of the X Points negative balance, such debit may be drawn from any other Currency Wallet, resulting in the application of the Applicable Exchange Rate to the transaction.

12. USE OF THE X POINTS REWARDS PROGRAM AND ITS SERVICES

a. Website and Mobile Applications.
Ouro may make available websites and/or mobile apps to allow You to access the X Points Rewards Program. Neither the websites or mobile apps nor their underlying information and technology may be exported or re-exported into any country to which the U.S. or the government of Your Home Country has embargoed or to anyone who is deemed a “Sanctions Target” under applicable export control laws.

b. Account Profile / Updating Your Account.
You agree to keep Your X World Wallet Account current, complete and accurate by periodically updating the information. We may require You to submit copies of documents or identifications and to validate Your identity to provide You access to certain Program features.

c. Confidentiality of Credentials.
You will maintain the confidentiality of Your username and password (the “Credentials”) by which You access the X World Wallet Account Center. Any use of Your Credentials will be deemed to be by You. Unless You have previously notified Us of the loss or disclosure of Your Credentials and changed Your Credentials, Ouro is entitled to act on instructions received under Your Credentials and is not responsible for any credits or debits of X Points made to Your Account by someone else. If You suffer a loss of Your Credentials or Account Information, You agree to immediately change Your password and notify Us of such breach. To the extent We support X Points Rewards Program enrollment or sign-in via credentials of third-party platforms, such as Facebook or Google, any such use of third-party platforms is subject to the terms, conditions and privacy policies of such third parties.

d. Personal Data and Privacy Policy.
Your participation in the X Points Rewards Program requires us to obtain, process and, in certain cases, share Your personal data with Affiliates. We will always do so in accordance with applicable law. Further information on how We use and process Your personal data is set out in the X Points Rewards Program Privacy Policy that is a part of this Agreement.

e. Electronic Communication.
By enrolling as a Member, You agree to receive communications and notices, including any written notices required to be provided by law, via electronic mail. We may also send You notifications via other electronic means, such as via SMS messages or push notifications through the X World Wallet Account Center. Your cell phone provider may charge You for SMS messages. We are not responsible if any message or notification is delayed or undelivered due to telecommunications problems, including the unavailability of cell phone service or internet access.

f. Scope of Communications.
You cannot opt out from receiving informational and service communications that relate to Your X Points Rewards Program. However, You can elect to opt out from receiving or opt-in to receive communications that relate to promotional offers and rewards.

g. Third-Party Websites.
The X Points Rewards Program features and benefits that may contain links to third-party websites. The linked sites are not under Our control, and We are not responsible for the contents of any linked site. We provide these links for convenience only, and a link does not imply Our endorsement of, sponsorship of, or affiliation with the linked site. You should perform an appropriate investigation before proceeding with any transaction on any third-party website.

h. User Content.
If You provide, upload, submit, or send through social media any user generated content, such as feedback, comments or reviews related to the X Points Rewards Program, You are responsible for all such content. You grant Ouro (and its parent company or affiliated entity) a non-exclusive, irrevocable, royalty-free, transferable, and worldwide license to use, reproduce, modify, adapt, translate, publish, reproduce and display such content and associated intellectual property and publicity rights in any manner and for any purpose, including to improve the X Points Rewards Program and create other products and services. Unless expressly agreed in writing prior to the submission of any such content, Ouro will not compensate You for any such content. You acknowledge that Ouro’s use of Your content will not infringe any intellectual property or publicity rights.

14. INTELLECTUAL PROPERTY AND COPYRIGHTS
You hereby acknowledge that Ouro or its licensors own all rights, title and interest in and to the Program and its related content.

15. COMPLIANCE WITH LAWS
The X Points Rewards Program is void where prohibited by federal, state, or local law. At its sole discretion, Ouro reserves the right to deny the earning or redemption of X Points or other benefits of the X Points Rewards Program, if it determines that such rewards are prohibited by law.

16. INDEMNIFICATION
You agree to indemnify and hold Ouro, its Affiliates and third party service providers, as well as their respective officers, directors, employees, successors, agents, affiliates and contractors, harmless from and against any and all Claims, damages, liabilities, losses or expenses of any type (including attorneys’ fees and court costs) arising out of or relating to Your (i) use of the X Points Rewards Program, (ii) breach of this Agreement, (iii) violation of any law, and/or (iv) violation of any right of any third party. You agree to cooperate as fully as reasonably required in Our defense and/or settlement of any such Claim subject to indemnification. We reserve the right, in Our reasonable discretion, to assume exclusive control over the defense and settlement of any matter subject to indemnification by You.

17. LIMITATION OF LIABILITY
WE WILL NOT BE LIABLE TO YOU FOR: DELAYS OR MISTAKES RESULTING FROM ANY CIRCUMSTANCES BEYOND OUR CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOVERNMENTAL AUTHORITIES, NATIONAL EMERGENCIES, INSURRECTION, WAR, OR RIOTS; ANY CLAIMS, LOSSES, OR DAMAGES RESULTING FROM YOUR FAILURE TO COMPLY WITH THIS AGREEMENT; COMMUNICATIONS SYSTEM FAILURES; OR FAILURES OR MALFUNCTIONS ATTRIBUTABLE TO YOUR EQUIPMENT, ANY INTERNET SERVICE, OR ANY PAYMENT SYSTEM. IN THE EVENT THAT WE ARE HELD LIABLE TO YOU, YOU WILL ONLY BE ENTITLED TO RECOVER YOUR ACTUAL DAMAGES. IN NO EVENT SHALL YOU BE ENTITLED TO RECOVER ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR SPECIAL DAMAGES (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EVEN IF YOU HAVE ADVISED US OF THE POSSIBILITY OF SUCH DAMAGES. THIS PROVISION SHALL BE EFFECTIVE EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY LAW.

18. DISCLAIMER OF WARRANTIES
EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THESE TERMS, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO YOU, AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING OUR SERVICES OR ANY FINANCIAL SERVICE OR RELATING TO OR ARISING OUT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

19. WAIVER OF JURY TRIAL AND CLASS ACTION WAIVER
Unless otherwise required by law, an action or proceeding by You to enforce an obligation, duty, or right arising under this Agreement or by law with respect to any of our services must be commenced no later than one (1) year after the day the cause of action accrues.

Unless prohibited by applicable law, You waive Your right to have a jury trial to resolve any dispute you may have against us or a related third party.

Unless prohibited by applicable law, You waive Your right to ask a court or an arbitrator to allow You to pursue any claims on a class action basis or brought in a purported representative capacity on behalf of the general public, other account holders, or other persons similarly situated. Furthermore, claims brought by You against us or by us against You may not be joined or consolidated with claims brought by or against someone other than You, unless otherwise agreed to in writing by all parties. For purposes of this class action waiver the terms “we” and “us” shall for all purposes mean Ouro, its wholly or majority owned subsidiaries, affiliates, licensees, predecessors, successors, and assigns; and all of their agents, employees, directors, and representatives. In addition, “we” or “us” shall include any third party using or providing any product, service, or benefit in connection with the X World Rewards Program (including, but not limited to, merchants, third parties who use or provide services, debt collectors and all of their agents, employees, directors, and representatives) if, and only if, such third party is named as a co-party with us (or files a Claim with or against us) in connection with a Claim asserted by You.

20. ARBITRATION

Purpose: This Arbitration Provision sets forth the circumstances and procedures under which claims (as defined below) may be arbitrated instead of litigated in court upon the election of either party. You may reject this Arbitration Provision by sending us a written notice which gives Your name, address, email address, and X World Account number with a statement that You reject the Arbitration Provision. The rejection notice must be sent by certified mail, return receipt requested, to P.O. Box 2136, Austin, TX 78768-2136, Attn: Arbitration Rejection Notice. A rejection notice must be signed by You and received by us within 45 days after the date You initially activate Your X World Wallet Account. Rejection of arbitration will not affect any other term of this Agreement.

Definitions: As used in this Arbitration Provision, the term “Claim” means any claim, dispute, or controversy between You and Us, or between You and Ouro or any of its agents or retailers, arising from or relating to the X Points Rewards Program or this Agreement as well as any related or prior agreement that You may have had with us or the relationships resulting from this Agreement, including the validity, enforceability, or scope of this Arbitration Provision or the Agreements. “Claim” includes claims of every kind and nature, including but not limited to initial claims, counterclaims, consumer rights, ordinances, cross-claims and third-party claims and claims based upon contract, tort, fraud and other intentional torts, statutes, regulations, common law and equity. The term “Claim” is to be given the broadest possible meaning that will be enforced and includes, by way of example and without limitation, any claim, dispute, or controversy that arises from or relates to (i) Your generation or redemption of X Points; (ii) Your amount of available X Points; (iii) advertisements, promotions, or oral or written statements related to goods or services purchased, or cash redeemed with Your X Points; (iv) the benefits and services related to Your Account; (v) Your enrollment status in the X Point Rewards Program; and (vi) data breach or privacy claims arising from or relating directly or indirectly to our disclosure of any non-public personal information about You; (vi) collection of any debt and the manner of collection . We shall not elect to use arbitration under the Arbitration Provision for any Claim that You properly file and pursue in a small claims court of Your state or municipality so long as the Claim is individual and pending only in the small claims court. If a Claim is filed in small claims court and then removed, appealed or transferred from small claims court(or its equivalent) to another court, it shall be subject to arbitration at the written election of either You or us within 30 Business Days of written notification of the removal, appeal or transfer. You or we may also demand arbitration if the small claims (or equivalent) case attempts to include any class or representative claims.

As used in the Arbitration Provision, the terms “we” and “us” shall for all purposes mean Ouro, its wholly or majority owned subsidiaries, affiliates, licensees, predecessors, successors, and assigns; and all of their agents, employees, directors, and representatives. In addition, “we” or “us” shall include any third party using or providing any product, service or benefit in connection with X Points (including, but not limited to, merchants, third parties who use or provide services, debt collectors and all of their agents, employees, directors and representatives) if, and only if, such third party is named as a co-party with us (or files a Claim with or against us) in connection with a Claim asserted by You. As solely used in this Arbitration Provision, the terms “You” or “Yours” shall mean You, the physical person who participates or has participated in the X Points Rewards Program.

Pre-Arbitration Dispute Resolution: Before instituting a small claims lawsuit or arbitration of a Claim, You and we agree to give the other party written notice reasonably describing the factual basis for the Claim and the amount of damages or other relief sought (the “Notice”). Any Notice from You must be mailed to us at P.O. Box 2136, Austin, TX 78768-2136 (or such other address as we shall subsequently provide to You) or may be emailed to: support@xworldwallet.com (the “Our Address”). The Notice should include the Account number, and the email address and phone number at which the complaining party (or their attorney) may be contacted. We will mail any Notice to the address we have for You or send an email to the email address we have for You (“Your Address”). After a Notice is sent, the parties shall give each other a reasonable opportunity over the next 30 Business Days (“Notice Period”) to attempt to resolve the Claim on an informal basis. You and we agree that no small claims lawsuit or arbitration may be filed prior to the end of the Notice Period.

Initiation of Arbitration Proceeding/Selection of Administrator: Any Claim shall be resolved, upon the election by You or us, by arbitration pursuant to this Arbitration Provision to be conducted by the American Arbitration Association (“AAA”) before a single arbitrator pursuant to the AAA’s Consumer Arbitration Rules (“Rules”). For a copy of the procedures, to file a Claim, or for other information about the AAA, You may contact them at 1-800-778-7879, or the AAA website at www.adr.org.

Class Action Waiver: You and We agree that, whether in a small claims lawsuit or in arbitration, each may bring Claims against the other only in Your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. The enforceability of the waiver or the right to assert a Claim on behalf of a class or in a representative capacity shall be determined exclusively by a court of competent jurisdiction. Should we believe that any Claim You have filed in arbitration or in court is inconsistent with this Class Action Waiver, we may seek an order from a court of competent jurisdiction determining whether Your Claim is within the scope of the Class Action Waiver.

Significance of Arbitration: IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR TO ENGAGE IN DISCOVERY EXCEPT AS PERMITTED BY THE RULES OR THE ARBITRATOR. FURTHER, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION OR BROUGHT IN A SMALL CLAIMS LAWSUIT. EXCEPT AS SET FORTH BELOW, THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING.

Restrictions on Arbitration: If either party elects to resolve a Claim by arbitration, that Claim shall be arbitrated on an inpidual basis. There shall be no right or authority for any Claims to be arbitrated on a class-action basis or on bases involving Claims brought in a purported representative capacity on behalf of any other participants in the X Points Rewards Program or other persons similarly situated. The arbitrator’s authority to resolve Claims is limited to Claims between You and us alone, and the arbitrator’s authority to make awards is limited to You and us alone. Furthermore, Claims brought by you against us or by us against You may not be joined or consolidated in arbitration with Claims brought by or against someone other than You, unless otherwise agreed to in writing by all parties.

Location of Arbitration, Payment of Fees: Any arbitration hearing that You attend shall take place in the federal judicial district of Your residence. At Your written request, we will pay any filing, administration and arbitrator fees charged by the AAA (the “Arbitration Fees”). However, should any arbitrator find that the substance of Your Claim or the relief sought in Your Demand for Arbitration was frivolous or was brought for an improper purpose (in accordance with Federal Rule of Civil Procedure 11(b)), then the arbitrator has the discretion to require You to pay some or all of the Arbitration Fees.

Arbitration Procedures: This Arbitration Provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended (the “FAA”). The arbitration shall be governed by the applicable Code, except that (to the extent enforceable under the FAA) this Arbitration Provision shall control if it is inconsistent with the applicable

Code. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized at law and, at the timely request of either party, shall provide a brief written explanation of the basis for the decision.

In conducting the arbitration proceeding, the arbitrator shall not apply the federal or any state rules of civil procedure or rules of evidence. Either party may submit a request to the arbitrator to expand the scope of discovery allowable under the applicable Code. The party submitting such a request must provide a copy to the other party, who may submit objections to the arbitrator with a copy of the objections provided to the requesting party, within fifteen (15) days of receiving the requesting party’s notice. The granting or denial of such request will be in the sole discretion of the arbitrator who shall notify the parties of his/her decision within twenty (20) days of the objecting party’s submission. The arbitrator shall take reasonable steps to preserve the privacy of individual and of business matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

We may not recover our attorneys’ fees and costs in arbitration from You (a) unless the arbitrator finds that Your Claim was frivolous or was brought for an improper purpose; and (b) if such an award would invalidate this Arbitration Provision.

The arbitrator shall decide all issues of liability on the merits of the Claim, and may award declaratory or injunctive relief only in favor of the individual party bringing such Claim and only to the extent necessary to provide relief warranted by that party’s individual claim. Should You or we prevail on a Claim in arbitration for which public injunctive relief is sought, the entitlement to and scope of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. Any litigation seeking public injunctive relief shall be stayed pending the outcome on the merits of any individual Claim in arbitration. Prior to issuing any injunctive relief, a court of competent jurisdiction shall independently review the factual findings of the arbitration award, giving no deference to the findings of the arbitrator.

Except as otherwise expressly provided in this Arbitration Provision, the arbitrator shall have the authority to (a) award all remedies under applicable law, including, for example, compensatory, statutory and punitive damages (under the same standards that would apply in court,) and attorneys’ fees and costs; and (b) make all determinations as to the scope, interpretation, enforceability, and validity of this Agreement.

The Arbitration Provision shall not prevent any party from seeking equitable relief, including injunctions, in aid of arbitration or in aid of the enforcement of this Arbitration Provision from a court of competent jurisdiction.

The arbitrator’s decision will be final and binding, except for any right of appeal provided by the FAA. However, if the amount of any award exceeds $100,000, inclusive of costs and attorneys’ fees, or involves a request for injunctive or declaratory relief that could involve a cost or benefit to any party exceeding $100,000, any party can appeal that award to a three-arbitrator panel administered by the same arbitration organization, which shall consider anew any aspect of the initial award objected to by the appealing party. The appealing party shall have thirty (30) days from the date of entry of the written arbitration award to notify the arbitration organization that it is exercising the right of appeal. The appeal shall be filed with the arbitration organization in the form of a dated writing. The arbitration organization will then notify the other party that the award has been appealed. The arbitration organization will appoint a three-arbitrator panel which will conduct arbitration pursuant to its Code and issue its decision within one hundred twenty (120) days of the date of the appellant’s written notice. The decision of the panel shall be by majority vote and shall be final and binding. Any reference in this Arbitration Provision to the “arbitrator” shall mean the panel if an award has been appealed under the paragraph.

If any portion of this Arbitration Provision is deemed invalid or unenforceable, the remaining portions shall remain in force except that if the waiver of the right to proceed as a class or in a representative capacity is declared unenforceable in a proceeding between You and us, and that determination becomes final after all appeals have been exhausted, this entire Arbitration Provision (except for this one sentence) shall be null and void in such proceeding.

Where applicable, if You and Your Account are covered by the Military Lending Act, then You are not bound by this Arbitration Provision, and to the extent required by the Military Lending Act, nothing in this Agreement will be deemed a waiver of the right to legal recourse under any otherwise applicable provision of state or federal law. If You would like more information about whether You and Your Account are covered by the Military Lending Act, please contact us.

Continuation: This Arbitration Provision shall survive (i) the termination of Your Account as well as voluntary payment of any debt in full by You, ii) any legal proceeding by us to collect a debt owed by you, (iii) any bankruptcy by You or us, or (iv) the forfeiture of any X Points. If any portion of this Arbitration Provision is deemed invalid or unenforceable under any principle or provision of law or equity, consistent with the FAA, it shall not invalidate the remaining portions of this Arbitration Provision, the Agreement or any prior agreements You may have had with us, each of which shall be enforceable regardless of such invalidity.

IF YOU DO NOT AGREE TO THE TERMS OF THIS ARBITRATION AGREEMENT, DO NOT ACTIVATE OR USE THE ACCOUNT. PLEASE CANCEL YOUR ACCOUNT BY CONTACTING CUSTOMER SERVICE.

21. MISCELLANEOUS

a. Waiver and Severability of Terms. Any waiver or failure by Ouro to enforce any provision of this Agreement will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be invalid, such invalidity shall not affect the remaining provisions.

b. Assignment. You may not assign, transfer, or otherwise dispose of Your rights and obligations under this Agreement, in whole or in part, without our prior written consent, and any such assignment without such consent will be null and void. Ouro has the right to transfer, assign or otherwise dispose of this Agreement without providing You notice or obtaining Your consent.

c. Interpretation. Headings under this Agreement are intended only for convenience and shall not affect the interpretation of this Agreement.

d. Choice of Law. The validity, construction and interpretation of this Agreement and the relationship between You and Ouro, including the rights and duties of the parties, will be governed by the laws of the State of Texas in the United States without regard to its conflict of law provisions. This shall not limit the protection afforded to You by provisions that cannot be derogated from by agreement by virtue of applicable law.

e. Entire Agreement. This Agreement constitutes the entire agreement between You and Ouro in relation to the entirety of the X Rewards Points Program. Ouro expressly disclaims any representations, statements or agreements which are not a part of this Agreement.

EXHIBIT A
Definitions

The following terms have these meanings wherever they are used in this Agreement.