We extend a warm welcome and appreciate your interest in Paonaa Inc. ("Paonaa"). The subsequent Terms of Use, combined with Paonaa's Privacy Policy, constitute a legally binding agreement between you and Paonaa concerning your utilization of Paonaa's website, mobile applications, browser extensions, networks, and other associated features and services (collectively referred to as the "Services").

Kindly read the following Terms of Use with care. By registering for an account, downloading a Paonaa mobile application, installing a Paonaa browser extension, accessing, browsing, or otherwise engaging with the Services, you are affirming that you have read, comprehended, and accepted the enclosed terms and conditions. This includes the Paonaa Privacy Policy, any pertinent End User License Agreement, and any supplementary terms or prospective alterations (collectively known as the "Terms").

If you do not meet the eligibility criteria or do not consent to adhere to all of the Terms, we kindly request that you refrain from using the Services.

1. Eligibility

To use the Services, you must meet the following requirements:

By agreeing to the Terms, you confirm and guarantee to us that:

Violating any of these representations may result in Paonaa revoking your authorization to use the Services. Additionally, your rights to Cashbacks in your account may cease, as outlined in Section 13 of these Terms.

If you are utilizing the Services on behalf of an entity, organization, or company (collectively referred to as a "Subscribing Organization"), you confirm and guarantee to us that you possess the authority to represent and legally bind the Subscribing Organization to these Terms. You also agree to be bound by these Terms on behalf of the Subscribing Organization. In such cases, the term "you" in these Terms pertains to your Subscribing Organization and any authorized individual using the Services on behalf of the Subscribing Organization, including yourself.

2. Privacy Policy, End User License Agreement, Additional Terms

2.1 Privacy Policy

We strongly encourage you to thoroughly review the Paonaa Privacy Policy for insights into how we collect, utilize, and share your information. Please note that the Paonaa Privacy Policy is seamlessly integrated into these Terms and is considered an integral component thereof.

2.2 End User License Agreement

When using any mobile application, browser extension, or other downloadable software provided by us (referred to as an "App"), you may be bound by an End User License Agreement (EULA). The specific EULA you must adhere to is contingent upon the platform for which the App is designed and the features it offers. You will encounter and have access to the respective EULA during the App's download and installation process. Please be aware that Apps are an integral component of the Services, and all associated End User License Agreements are seamlessly integrated into these Terms of Use.

2.3 Additional Terms

Your utilization of the Services may be governed by supplementary terms, regulations, or guidelines relevant to specific services and features. These supplementary terms, referred to as the "Additional Terms," may be posted periodically. Please note that all such Additional Terms are seamlessly integrated into and constitute an integral part of these Terms of Use.

3. Modification of the Terms

We retain the discretion to make amendments to these Terms in a prospective manner at any time. It is advisable to periodically review the Terms for any updates. Your ongoing use of the Services following the implementation of these changes signifies your binding acceptance of the revised Terms.

In the event that a modification to the Terms substantially alters your rights or responsibilities, we will make a reasonable effort to notify you of the change at least fifteen days prior to the effective date. This notification may take the form of an email sent to the address we have on record for you, or a pop-up window or other notification within the Services when you log in. You may be required to accept the modified Terms to continue using the Services.

Minor modifications are effective immediately upon publication, while substantial changes will take effect either (a) upon your continued use of the Services with clear awareness of the modification, or (b) fifteen (15) days after the change, whichever comes first. Nevertheless, modifications addressing new functionalities of the Services or changes made for legal reasons will be effective immediately.

To clarify, any disputes arising from these Terms will be resolved in accordance with the Terms that were in effect at the time the dispute arose.

4. Accounts and Registration

To utilize the majority of the Services, registration for a Paonaa account is necessary. During the registration process, you may be asked to provide personal information, such as your email address or other contact details. It is a condition that the information you provide us is accurate and remains up-to-date at all times.

Upon registration, you will be prompted to create a password. The responsibility for maintaining the confidentiality of your account and password falls entirely on you. Additionally, you agree to enhance the security of your account by implementing one or more multi-factor authentication methods, including (i) a phone number, (ii) an email address, or (iii) any other method offered by Paonaa at its sole discretion.

When accessing your Paonaa account from a new device or logging in for the first time, you must initially provide your username and password. Subsequently, you must complete the selected multi-factor authentication process to confirm your identity. Once this process is successfully completed, you will gain full access to your Paonaa account.

You assume full responsibility for all activities conducted within and through your account. If you have reason to believe that your account's security has been compromised for any reason, such as loss, theft, or unauthorized disclosure or usage of your password, you commit to promptly notifying us. You can do so by submitting a ticket within the app or by visiting our Help Center. In case you encounter difficulties accessing the Help Center, please send an email to [email protected].

5. Location Data

Certain aspects of the Services offer the capability to customize your experience within the Services by taking your location into account. If you decline to provide location information, or if, in our judgment, we cannot verify your location, you will be unable to utilize some features of the Services.

6. Cashbacks

6.1 Member Cashbacks

We offer the ability for Members to earn cashback (“Cashback”) on their purchases completed through the Paonaa Services. Paonaa receives compensation for referring buyers to the retailers, brands, merchants and other partners participating in this Program (“Merchants”). Paonaa gives a portion of this fee to its Members as Cashback. Compensation received by Paonaa may play a part in whether retailers and products appear on our site, where they are placed, and how we promote them to you. Participation in this Program and the opportunity to earn Cashback are offered at the sole discretion of Paonaa and subject to your compliance with this Agreement.

(a) Online Cashback

In order to earn Cashback online, you must register for an Account, be signed in to one of the Services, use the shopping links within the Services, and complete your purchase transaction during the same shopping session you started after clicking on the shopping link. If you visit other sites before completing your purchase or use coupons not provided by Paonaa, your purchase might be associated with a service other than Paonaa and you might not earn Cashback on your purchase. If you disable “cookies” on your computer so that the cookies are not operational when you complete your purchase transaction, you will not be able to earn Cashback because cookies are used to authenticate the user and verify whose Member Account is eligible for the Cashback.

(b) Facebook Cashback

In order to earn Cashback through Facebook, you must register for an Account, be signed in to one of the Services and place your order to a Facebook Merchant through our Chat Module (“Chatbox”). If you place your order through Facebook Messenger or through any other means, you will not earn Cashback on your purchases. The conversation with the Facebook Merchant and order placement must take place inside our Chatbox. Once the order has been placed, you will see your order and Cashback information in your Order Section on the mobile application or the computer browser (“Orders”).

(c) In-Store Cashback

Paonaa may also offer you the opportunity to earn Cashback on purchases made in store (“In-Store Cashback”) at certain physical Merchant Store locations. In order to be eligible for In-Store Cashback, you must link your payment card to an “in-store” offer (“Card Linked Offer”) and subsequently using such payment card to complete the purchase transaction in accordance with the terms of the Card Linked Offer. The terms of the In-Store Cashback Terms & Conditions and the terms accompanying each Card Linked Offer will govern how In-Store Cashback is earned and paid to the extent they vary from this Agreement.

6.2 Cashback Redemptions And Minimum Distribution Amount

Once you have accumulated at least Two Hundred Taka (BDT 200.00) in Cashbacks in your Paonaa account (the “Minimum Distribution Amount”), you may elect to have Paonaa distribute your Cashbacks via one or more of the available distribution options as shown in the Paonaa mobile app. The available distribution options are subject to change without notice to you, in accordance with these Terms, and you have no vested right to any particular form or method of distribution. You may not Redeem any Cashbacks, and you may not obtain anything of value in exchange for your Cashbacks prior to reaching the Minimum Distribution Amount, or if subsequently your Cashbacks fall below the Minimum Distribution Amount, for as long as your Cashbacks remain below the Minimum Distribution Amount. For each distribution option made available by Paonaa to you through the Services, Paonaa displays to you within the Paonaa mobile app the Minimum Distribution Amount at any given time, in which case that Minimum Distribution Amount will apply. The Minimum Distribution Amount is subject to change by Paonaa at any time. Paonaa may, at its sole discretion, limit the amount of Cashbacks that you can distribute in any given period of time or for any particular transaction. If you elect to close your Paonaa account and you have undistributed Cashbacks that meet or exceed the Minimum Distribution Amount, you will be expected to distribute such Cashbacks prior to closing your account, and you must distribute those Cashbacks even if this means you must distribute your Cashbacks in the payout option with the lowest minimum distribution amount. If your account is removed or deactivated by Paonaa, and if you fail to properly distribute your Cashbacks in accordance with these Terms when closing your account, or if at the time of closing you have less than the Minimum Distribution Amount in your account, any rights you have to the Cashbacks in your account will terminate and you will no longer be eligible to receive a distribution of such Cashbacks.

6.3 Third-Party Payment Providers And Cashbacks Cash-Out

Certain distribution options are provided by licensed money transmitters authorized by Paonaa to operate in connection with the Services (e.g., SSLCOMMERZ, bKash) (“Authorized Money Transmitters”) and are subject to additional terms and conditions associated with your account with such Authorized Money Transmitter (the “Payment Provider Terms”). When you elect to distribute Cashbacks through an Authorized Money Transmitter, you further agree (i) that Paonaa is acting as your agent with respect to the payment processing, and (ii) that you are bound by the applicable Payment Provider Terms made available by that Authorized Money Transmitter, as such Payment Provider Terms may be modified by the Authorized Money Transmitter from time to time.

6.4 Bonuses

Paonaa may occasionally introduce special bonuses or incentives within the scope of the Services, referred to as "Bonuses." These Bonuses may encompass various incentives, such as referral bonuses for referring others to Paonaa using a personal referral code or URL ("Referral Bonus").

To be eligible for Referral Bonuses, it is essential that you do not invite other users who share the same mobile device or create multiple accounts with the intention of earning Referral Bonuses for self-invitations. Additionally, publishing your personal referral code on a public website, store, or forum for the purpose of referring individuals you do not personally know is not permitted.

You confirm and guarantee that you will exclusively refer Paonaa to individuals with whom you have a personal acquaintance. Failure to adhere to the requirements outlined in this Section 6.4 constitutes a breach of these Terms and may lead to Paonaa taking actions, including the termination of your account, the annulment of Referral Bonuses, the correction of your Cashback balance, and other appropriate measures.

In cases where you are unable to provide evidence of your referrals, including screenshots of your referral activities, Paonaa reserves the right to withhold Referral Bonuses, revoke Bonuses, request the repayment of credited Cashbacks, or implement other corrective measures as deemed necessary.

6.5 Affiliate Merchant Offers

Certain Offers require you to click a shopping link within the Services to be directed to an affiliated merchant’s mobile app (which may also require you to download such mobile app) or website (each an “Affiliate Merchant”), and complete a purchase to earn a Cashbacks on your net purchase amount. Please note that the net purchase amount generally excludes taxes, fees, shipping, gift-wrapping, discounts or credits, returns or cancellations and extended warranties.

Certain Affiliate Merchants exclude a limited number of products and purchases from Affiliate Merchant Offers. A list of exclusions is included in the Additional Terms associated with each Offer and is subject to change without notice. Additionally, to earn Cashbacks, you must complete your purchase during the same shopping session you start after clicking on the shopping link associated with the Offer and may be required to complete your purchase within a required amount of time. If you visit other mobile apps or websites before completing your purchase, your purchase might be associated with a service other than Paonaa’s Services and you might not earn a Cashbacks on your purchase.

6.6 Claims

Cashbacks provided under this Section 6 and/or the Services are provided solely by Paonaa and not underwritten, sponsored, or provided by any other third-party, including Paonaa's brand and merchant partners. By accepting these Terms of Use you agree not to seek Cashbacks or make any claims for Cashbacks against third-party providers, merchants or manufacturers of products and services. You agree that Paonaa may transfer and/or assign its rights and obligations under these Terms at any time.

7. Prohibited Conduct

By using the services you agree not to:

8. User Content

Certain features of the Services may permit Members and Merchants to post content, including messages, reviews, photos, images, folders, data, text, and other types of works (collectively, "User Content") and to publish Member and Merchant Content on the Services.

8.1 Limited License Grant to Paonaa

By posting Content, Members and Merchants grant Paonaa a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, perpetual, irrevocable right and license to host, transfer, display, perform, reproduce, modify, distribute and re-distribute, and otherwise exploit your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed). You retain copyright and any other proprietary rights you hold in the User Content that you post to the Services.

8.2 User Content Representations and Warranties

You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting and publishing User Content, you affirm, represent, and warrant that:

8.3 User Content Disclaimer

We are under no obligation to edit or control User Content that you and other users post or publish, and will not be in any way responsible or liable for User Content. You understand that when using the Services you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent or objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Paonaa with respect thereto. We expressly disclaim any and all liability in connection with User Content. If notified by a Member or Merchant that User Content allegedly does not conform to the Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Paonaa does not permit copyright infringing activities on the Services.

8.4 Monitoring Content

Paonaa does not control and does not have any obligations to monitor:

You acknowledge and agree that Paonaa reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Services for operational and other purposes. If at any time Paonaa chooses to monitor the content, Paonaa still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.

9. Consent to Electronic Communications and SMS

By using the Services, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. In accordance with this Section 9, we may also communicate with you via SMS. By providing us with your contact information, you agree that we may contact you at the address, email, phone number, or other contact information provided.

10. Merchant Services and Websites

Paonaa may provide tools that enable you to register for the Services through Merchants or that enable you to export information through the Services to Merchant services, including through use of an API or by linking your account on Paonaa with an account on the Merchant service. By using these tools, you agree that we may transfer such User Content and information to the applicable Merchant service. Such Merchant services are not under our control, and we are not responsible for the contents of the Merchant service or the use of your User Content or information by the Merchant service. The Services, including our websites, may also contain links to Merchant websites and Facebook pages. The linked sites are not under our control, and we are not responsible for the contents of any linked site. We provide these links as a convenience, and a link does not imply our endorsement of, sponsorship of, or affiliation with the linked site. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these Merchants' services or websites.

11. Limitations on User Accounts

A Member may not create or manage more than one Paonaa account. Each unique mobile device may not be associated with more than two Member accounts. Members who attempt to associate an excessive number of mobile devices with a single Member account may be deemed to have violated these Terms of Use to the extent they are deemed by Paonaa to have abused the Services.

12. Term

These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Services, and ending when terminated as described in Section 17. Any subsequent modifications to these Terms are effective as set forth in Section 3 above.

13. Termination of Use & Discontinuation and Modification of the Services

If you engage in Prohibited Conduct or otherwise violate any of the Terms, you agree that your permission to use the Services will automatically terminate and any rights you have to the Cashbacks in your account will terminate and you will no longer be eligible to receive a distribution of such Cashbacks. You also agree that we may, at any time and without notice to you, suspend or revoke your access to and use of the Services, and any accounts you may have in connection with the Services including: (i) where we determine in our sole discretion that such action is reasonable in order to comply with legal requirements or to protect the rights or interests of Paonaa or any Merchant; or (ii) in connection with any general discontinuation of the Services. We also reserve the right to modify the Services at any time without notice to you.

We will have no liability whatsoever on account of any change to the services or any suspension or revocation of your access to or use of the services, provided that if we terminate your access to the services other than for your breach of these terms, you may be entitled to have your cashbacks distributed, as described in the terms. You may terminate your account at any time by visiting our Help Center. If you are unable to log-in to the Help Center, please send an email to [email protected].

14. Effect of Termination

Upon termination of these Terms:

15. Ownership & Proprietary Rights

The Services are owned and operated by Paonaa. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Services provided by Paonaa (the "Materials") are protected by copyright and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any User Content that is provided and owned by Members of the Services, all Materials contained in the Services are the property of Paonaa or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Paonaa or its affiliates and/or third-party licensors. Except as expressly authorized by Paonaa, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Paonaa reserves all rights to the Materials not expressly granted in the Terms.