Shopperee User Terms And Conditions

BOOKING OR BILLING CUSTOMER PORTAL USER AGREEMENT

STANDARD TERMS AND CONDITIONS

1. ACCEPTANCE OF TERMS

By clicking on “I AGREE TO ACCEPT SHOPPEREE TERMS & CONDITIONS” to become a Registered SHOPPEREE User, you agree to be bound by the following Customer Portal User Agreement (this agreement). This site is owned and operated by EIGHT PEAS PTY LTD ACN 149 780 843 (we, us). This agreement governs your access to and use of www.shopperee.com (the website) and the SHOPPEREE system.

If you do not agree to this agreement, do not proceed with registration.

We reserve the right, at our discretion, to update or revise this agreement by posting the new version on the website at any time and without separate notice to you. You are responsible to review this agreement periodically for any changes. Your continued use of the website after we post any changes to this agreement constitutes your agreement to those changes.

2. term and Services

(a) This agreement begins immediately upon our acceptance and processing of your registration and continues until terminated under clause 9.

(b) In consideration of your registration as a SHOPPEREE User, we grant you access to the features of the website requiring registration, subject to the terms of this agreement.

3. Privacy POLICY

3.1 Collection of Information

(a) We collect personally identifiable information, like names, postal addresses, email addresses, etc., for three distinct purposes:

(i) For and on behalf of Service Providers, where you are a customer or potential customer of that Service Provider

A The website is designed to enable you enter into agreements with various service providers. Your personal information including name, address, contact details and date-of-birth will be available to any service provider that you engage to provide services.

B Please use caution and common sense when using the website. You are entirely responsible for the information that you post on the website, or send to us or other people. We are not liable for errors or omissions in, the information that You or other users submit. However, we may at our sole discretion, or the service provider may, at their discretion, edit any material or delete any material we consider inappropriate.

(ii) For and behalf of Service Providers, where you are a staff member, contractor or in another form of employment with the Service Provider

A The website is designed to enable the Service Provider to manage their business, including staffing resources. Your personal information including name and contact information will be available to the Service Provider(s) that you are related to.

(iii) For and on behalf of Eight Peas Pty Ltd, the operator of the SHOPPEREE website, where you are a customer or potential customer of Eight Peas Pty Ltd.

A The website is designed to enable us to deliver services to you so that you can administer your business. To do that we require information about your business such as:

- your trading name, address, locations, phone numbers

- Australian Business Number,

- banking details, where you publish this information to your customers,

- PayPal and other Financial Services identifiers, where you choose to offer payment services to your customers,

- your staff

this information is used solely by us to operate the SHOPPEREE website.

(b) We are committed to protecting your privacy. We will not sell, trade, or rent your personal information to others.

(c) When you use the website, you acknowledge and agree that we may use non-identifiable information generated by your activities to improve our services.

(d) While this website does use cookies, the cookies do not contain any personally identifying information

3.2 Distribution of Information

We may share information with governmental agencies or other companies assisting us in fraud prevention or investigation. We may do so when: (1) permitted or required by law; or, (2) trying to protect against or prevent actual or potential fraud or unauthorized transactions; or, (3) investigating fraud which has already taken place. The information is not provided to these companies for marketing purposes.

3.3 Commitment to Data Security

Your personally identifiable information is kept secure. Only authorized employees, agents and contractors (who have agreed to keep information secure and confidential) have access to this information.

3.4 Commercial Marketing

You agree to receive commercial marketing information from us, service providers, and various third party affiliates. You may opt out of these commercial marketing messages when you first log into the website, or at any time by clicking the Opt Out link within a marketing email.

Due to the technical construction of our system, you must opt-out separately from each category of marketing provider.

All emails and newsletters from SHOPPEREE allow you to opt out of further mailings.

3.5 Privacy Contact Information

If you have any questions, concerns, or comments about our privacy policy you may contact us using the information below:

By e-mail: moc.eereppohs|ofni#moc.eereppohs|ofni

We reserve the right to make changes to this policy. Any changes to this policy will be posted.

4. Restricted Use

You must not:

(a) post or send any material, or do anything which is unlawful, offensive, abusive, indecent, defamatory or menacing, or in breach of any rights of others;

(b) register or post anonymously, under a pseudonym, or use another person or entity’s identity on the website;

(c) cause annoyance, inconvenience or needless anxiety to others;

(d) post commercial advertisements or promotional material;

(e) collect information (including information about other users) for purposes outside this agreement;

(f) disclose your authentication information to any other person; or

(g) sell or transfer your registration or allow other people to access the website using your registration.

5. Uploading information

5.1 Warranties

You represent and warrant in relation to any material and/or information you provide to the website that:

(a) You are authorised to provide the material and/or information;

(b) The material and/or information is true and valid;

(c) the material and/or information is not passing off, defamatory or a malicious falsehood in relation to any product, service, person or corporation;

(d) the material and/or information does not infringe any intellectual property right including, but not limited to, trade marks (whether registered or unregistered), or domain names, confidential information and copyright; and

(e) the material and/or information does not infringe any legislation or regulations of the Commonwealth of Australia and the State of Queensland including, but not limited to, the Competition and Consumer Act 2010 (Cth) and the Sale of Goods Act 1923 (NSW) and equivalent state and territory legislation and any other parliament competent to legislate in relation to the website or any law in any country where the material and/or information is or will be available electronically to users of this website.

5.2 License to use intellectual property

By uploading any material which is intellectual property including, but not limited to, copyrighted works, trade marks and service marks (the “intellectual property”) on to the website, you are granting us a perpetual, irrevocable non-exclusive and payment-free licence to:

(a) reproduce, use and exploit the intellectual property for the limited purposes of posting your listing as part of the website in accordance with your instructions, to the full extent permitted by intellectual property law in any jurisdiction in which the website is available to users; and

(b) sub-licence others the same rights granted in the sub-paragraph above.

6. Licence and Access Right

6.1 Licence to the website and SHOPPEREE system

For the term of this agreement we grant you a licence to access and use the website and SHOPPEREE system, in the ordinary course of conducting your business, subject to the terms of this agreement.

6.2 Ownership of intellectual property

(a) We warrant that we own the website and SHOPPEREE system or are otherwise authorised to grant the licence under this agreement.

(b) We (or the head licensor, as the case may be) retain ownership of all intellectual property rights in the website, and SHOPPEREE system, including any customisations or modifications made during the term of this agreement.

(c) Service providers may own some data hosted on the SHOPPEREE system, such as their trade marks or promotional material.

6.3 Licence limitations

You must not:

(a) reverse assemble or reverse compile the software or any part of the website or SHOPPEREE system;

(b) combine or incorporate the website, or SHOPPEREE system in any other program or system without our prior consent in writing;

(c) copy the website, SHOPPEREE system, or any data contained on these services, in whole or in part, except that you may make such copies of data on the customer portal(s) of service providers as necessary to perform your obligations under any agreement with those service providers (such as diarising appointments, etc).

6.4 Infringement

You must notify us immediately on becoming aware of any unauthorised use or copying of any part of the website or SHOPPEREE system.

7. Payments

7.1 No Registration Fee

There is no registration fee payable for you to enter this agreement as a Registered SHOPPEREE User.

7.2 Agreements with Service Providers

You may from time to time elect to enter into agreements with service providers through their respective customer portals on the SHOPPEREE system. You agree that we are not a party to any such agreement. All such arrangements are between you and the service provider exclusively.

7.3 Invoices for Service Contracts

(a) We may, on behalf of a service provider, send you invoices through the SHOPPEREE system, for any services you agree to with the service provider.

(b) You agree to receive all such invoices in electronic format only to your nominated email address.

(c) Payment for any invoices sent to you must be made as specified by the service provider.

(d) Our involvement is limited to providing software and systems for :

(i) invoice generation and forwarding; andl

(ii) access to a payment portal (such as PayPal).

We do not issue the invoices nor receipt any payment ourselves.

7.4 Automatic Payments

You may agree to use the Automatic Payment facility provided by the SHOPPEREE system. Should you do so, you agree that:

a. You authorise your Service Provider to charge your Credit or Debit Card for the invoiced amount at least 2 calendar days following the transmission of an invoice to your email address.

b. If the payment through your Credit or Debit Card fails or cannot be completed for any reason, you remain obligated to pay your Service Provider.

c. Should you choose to stop using the Automatic Payment facility or change payment details, you may use the facilities offered on the invoice.

d. All fees associated with using the Automatic Payment facility charged to you by your Financial Institution remain your responsibility, including fees for failed or rejected transactions.

e. All fees associated with failed or rejected transactions using the Automatic Payment facility charged to your Service Provider by its Financial Institution or the Payment Provider may be passed on to you at the discretion of your Service Provider

f. The SHOPPEREE system does not retain any record of your payment details. These are stored by the Payment Provider performing electronic payments.

g. All queries relating to the Automatic Payment facility must be directed to your Service Provider.

7.5 Fee and Other disputes

(a) You agree that:

(i) if you reasonably believe that an invoice contains an error, and you wish to dispute an invoice, you must deal directly with the service provider. To avoid doubt, even if the invoice was caused by the SHOPPEREE system, you must dispute the error with the service provider (who in turn may raise the issue with us); and

(ii) if you have any service, product or delivery issues, you must deal directly with the service provider.

(b) We will/will not suspend or terminate our services for non-payment of disputed service provider fees.

8. Indemnity and liability

(a) We make the website available for others to publish information without assuming a duty of care to users. We are not in the business of providing professional advice and give no warranty, guarantee or representation about:

(i) the accuracy, reliability or timeliness or otherwise, of the information contained on the website or any linked site, data, information or service; or

(ii) The quality, safety or legality of any service provider or of the products or services provided by any service provider listed on the website.

(b) We will not be liable under any circumstances for any loss of profits or any damages of any kind recognised by law (even if it has been advised of the possibility of such loss of profits or damages) which are the consequence of you:

(i) acting, or failing to act, on any information contained on or referred to on the website and/or any of the linked sites; and

(ii) using or acquiring, or your inability to use or acquire, any service or product contained or referred to on the website and/or any linked sites.

(c) We do not warrant guarantee or make any representation that:

(i) the website, or our servers are free of viruses;

(ii) the functions contained on the website will operate uninterrupted or are error-free or be compatible with all browser and operating systems; or

(iii) errors and defects in the website will be corrected.

(d) We are not liable to you for:

(i) errors in the information you provide to us;

(ii) errors or omissions in the website, or linked sites;

(iii) any deletion of your account from the SHOPPEREE system by a service provider;

(iv) delays to, interruptions of or cessation of the services provided by the website, or linked sites;

(v) defamatory, offensive or illegal conduct of any user of the website, including any service provider; or

(vi) any acts or omissions of anyone whom you allow to access to the website from time to time, whether deliberately or otherwise; and

(vii) any circumstances affecting our performance of the services which are caused by factors beyond our reasonable control;

whether caused through negligence of us, our employees, agents or independent contractors, or through any other cause.

(e) To the fullest extent allowable at law:

(i) All software and services are provided under this agreement on an ‘as is’ basis and all warranties that may otherwise be implied by law or statute are excluded; and

(ii) our liability under this agreement for any defect in the website, SHOPPEREE system, Customer Portal, and our services contemplated by this agreement, is limited to (at our election) provision of further services at no charge to rectify any defect, payment of the cost of rectifying any defect, or a refund of an amount you paid us, if any, under this agreement.

9. Termination

(a) We may terminate your registration for any reason by providing seven (7) days written notice to you.

(b) You may terminate your registration for any reason by providing seven (7) days written notice to us. You acknowledge that termination of your agreement with us does not terminate your agreement with a service provider, and you must separately terminate your agreements with each service provider that you have engaged.

(c) We may immediately terminate this agreement if you are in breach of any term of the agreement, including any term relating to payments, or licenses, or if you do any act which might materially prejudice interests in intellectual property rights subsisting in subject matter delivered pursuant to this agreement.

(d) On termination of this agreement for any cause:

(i) We may at our absolute discretion, immediately delete all data associated with your account;

(ii) We may at our absolute discretion, leave existing comments or posts active and visible on the website indefinitely;

(iii) We will not be liable for any costs, losses or damages of any kind arising as a consequence of terminating your access to the website, deleting or retaining your data.

(e) Termination of your registration does not remove your responsibility to pay any relevant fees to a service provider.

(f) The parties’ obligations under Clauses 5, 6, 8 and 9 shall survive the termination of this agreement for whatever reason.

10. General

10.1 Contact

(a) All your questions, concerns or support requests in relation to:

(i) this Customer Portal User Agreement can be directed to moc.eereppohs|ofni#moc.eereppohs|ofni; and

(ii) Any products, services or fees payable must be directed to the relevant service provider.

10.2 Sub-contracting and assignment

(a) We may at any time appoint agents, employees or third party sub-contractors or suppliers to fulfil any part of our obligations under this agreement without separate notice to you.

(b) You may not assign any of your rights or obligations under this agreement without our written approval.

10.3 Relationship between the parties

Nothing in this agreement constitutes a partnership or contract of employment. It is the express intention of the parties to deny any such relationships.

10.4 Jurisdiction

This agreement is governed by the laws of New South Wales and the parties submit to the courts of that jurisdiction.

10.5 Invalid provisions

If any provision of this agreement is ruled by a court to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision or part provision of this agreement.

10.6 Waiver

Any delay or failure to enforce any rights in relation to a breach by the other party will not be construed as a waiver of those rights.

11. Interpretation

11.1 Definitions

In this Agreement:

(a) SHOPPEREE system means the software and systems underlying the Host Website, the Hosted Services Portal and the client portal, including any customisations, modifications or updates as implemented by us from time to time.

(b) Intellectual Property means all intellectual property rights including copyright, trade mark, design, patent, semi-conductor and current layout rights;

(c) Service Provider means any entity that has contracted with us as a service provider to use the SHOPPEREE system and website to promote and provide their services to you.

(d) Automatic Payment facility means the facility operated by the SHOPPEREE system to facilitate payments charged automatically to your nominated Payment facility following the generation of an invoice.

(e) Terms used in this agreement have the meaning set out in the Schedule where applicable.

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