Legal

Software Licence

1. General

1. By agreeing to these Software Licence Terms and Conditions (Terms),the Client is entering into a binding legal agreement with XRii (AUST) Limited Partnership (LP2000012) including its successors, assignees and related bodies corporate (defined in the Corporations Act 2001 (Cth) (XRii) and agree to comply with any and all applicable laws and regulations, whether domestic or international.
2. XRii has developed and owns software/an application using augmented reality technology, which allows potential customers to hunt, find and redeem vouchers for businesses, retailers, and other entities, in which the Client can customise as white-label software in accordance with these Terms (Software). The Client offers its products and/or services for sale to the public (Business Services) and may provide vouchers for the Business Services via the Software.
3. By purchasing, accessing or otherwise using the Software and related software and applications and XRii’s related services(Services), the Client agrees to be legally bound by these terms of use (Terms). If the Clientdoes not agree to these Terms,it must cease using the Services immediately.
4. The Client warrants and represents to XRii that it has read and understood these Terms and have the authority and legal capacity to enter into and be bound by these Terms and tit agrees to pay any fees specified by us for the use of and access to the Services(Fees).
5. The Client warrants and represents to XRii that all details it has provided, including its entity name and contact details, are true and accurate and XRii reserves the right to screen and verify the validity and identity of the Client, or any details provided by the Client in its sole discretion. The Client agrees to submit to such screening and to provide to XRii at its cost, immediately upon request, complete, accurate and current information confirming your identity and eligibility to use the Services, including company records, copies of photo identification (such as drivers licence and passport) or other identifying documentation if requested.
6. These Terms apply in addition to any other agreements provided to the Client by XRii, including (where applicable), the Master Services Agreement or a SOW. We reserve the right to audit the Client’s use of the Services and its compliance with these Terms.
7. The Client agrees that XRii may, in its absolute discretion, investigate, take legal action, terminate or cancel its access to the Services, the Client’s account, subscription or membership at any time, including if it is found that it has, or is suspected of, violating these Terms.
8. Our Privacy Policy (Privacy Policy) is incorporated into these Terms. The Client agrees to comply with all such Terms when accessing or using our Services. In the event of any inconsistency, these Terms will take precedence.
9. The Client agrees to allow XRii to send it emails regarding the Services ,including any information regarding or relating to our products, in accordance with our Privacy Policy.

2. Licence

1. XRii IP includes but is not limited to all intellectual property rights in the Services, including but not limited to:
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   (a)  all text, graphics, user interfaces, photographs, trademarks (whether registered or common law trade marks), patents, designs, copyright, any corresponding property rights under the laws of any jurisdiction, logos, and artwork including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such content, contained on or in our Services;
   
   (b)  any intellectual property rights in the Software and any related software, interface and documentation;
   
   (c)  all rights in respect of an invention, improvements, discovery, trade secret, secret process, know-how, concept, idea, information, process, data, formula or work product; and
   
   (d) software, code, documents and all productsand services developedin whole or in part by XRii.
2. Subject to theseTerms, on payment of the relevant Fees, XRii grants the Client, solely for theSubscription Period and subject to it payingthe Fees, a limited, non-exclusive, non-transferrable, non-sublicensable licenceto access and use the Services, for sole use by the Client for the purposes of its business in accordance with these Terms (Licence). The Client acknowledges that XRii may grant any othernumber of licencesfor the Servicesto any other parties.
3. XRii may specify a Minimum Term for the Client’s Licence in Schedule 1. The Licence will be valid for the time period covered by the Fees as specified in Schedule 1 or as otherwise specified by XRii.
4. XRii retains all title, rights in and ownership of XRii IP and reserves all rights not expressly granted to the Client in these Terms. Unless explicitly stated herein, nothing in these Terms maybe construed as conferring any licence to, or assignment of, any of XRii IP, whether by estoppel, implication or otherwise.
5. No licence in any of XRii trade marks is granted under these Terms.

3. Fees

1. In consideration of the Licence grantedunder these Terms, the Client agrees to pay us all the Fees set out in Schedule1. The Fees are payable in advance.
2. 1We reserve the right to modify the Fees, our pricing structure and pricing terms at any time with notice to the Client in writing. Anysuch modification will be effective immediately upon the next renewal, billingperiod, upgrade or downgrade of the Client’s Licence.
3. All Fees are exclusive of all federal, state and other governmental taxes, goods and services tax and other such charges (Taxes). The Client is required to pay all Taxes at the same time as the Client’s payment of the Fees.
4.  The Client’s billing cycle will commence on the Commencement Date specified in Schedule 1. The Client’s Fees will be due and payable each month on the same date as its billing cycle commenced, and is payable by the method specified by XRii.
5. The Client warrants and represents to us that at all times during the term of its Licence it will ensure that we have valid and up to date payment details, including credit card details and the Client grants XRii the authority to automatically debit the Fees due to us from the payment methods the Client have provided to us, including credit card. The parties agree that this authority will remain in force until either party validly terminates these Terms. It is the Client’s responsibility to ensure that all charges processed are accurate. The Client agrees that it will notify XRii within 30 days froma billing date if any charge is not accurate after which date the Client will be deemed to have accepted all charges and to have waived any claim regarding a disputed charge.
6. either party validly terminates these Terms. It is the Client’s responsibility to ensure that all charges processed are accurate.  The Client agrees that it will notify XRii within 30 days from a billing date if any charge is not accurate after which date the Client will be deemed to have accepted all charges and to have waived any claim regarding a disputed charge.
7. Except as expressly set out under these Terms, or as required by law, the Fees paid or payable under these Terms are non-refundable irrespective of the Client’s use or non-useof the Licence.
8. The Client agrees that XRii may charge interest on overdue amounts at the rate of 8% per annum, calculated daily from the due date of such amount until the date of actual payment and that XRii may suspend or terminate the Client’s Licence if any amount remains unpaid for more than 30 days after we have provided written notice to the Client.
9. The Client must not pay, or attempt to pay, the Fees through any fraudulent or unlawful means. If the Client’s payment is not able to be successfully processed, or if XRii, in its sole discretion, suspect that it has been paid for using any fraudulent or unlawful means, it may immediately suspend or terminate the Services.

Updates

1. XRii may, in its absolute discretion, make further updates or new releases of the Services, including the Software, available to the Client. These Terms will continue to apply to the Client’s use of any such updates or new releases forming part of the Services unless otherwise stated by a separate agreement accompanying the update or new release.
2. XRii is not obliged to issue any updates and/or new releases to the Client not withstanding that they may be distributed to other parties.

4. Use of Services

1. To the extent that the Client uploads, publishes or transmits any data, content or other material through the Client’s use of the Services, the Client represent and warrant to XRii that the Client own all rights in, or have authorisation for, or are otherwise legally entitled to upload, transmit or use such material. The Client indemnify and hold harmless XRii, its affiliates, agents, principals, contractors or employees for any loss, liability, cost or expense arising from or in connect with any breach of copyright or any other claim that results from the Client’s publication or use of such material.
2. The Client agrees that it will not, either alone or through any other party:
   
   (a) make any copies of any of XRii’s IP;
   
   (b) use the Services to transmit or upload any computer viruses, worms, Trojan horses or other malware, or to trespassor burden any network capacity;
   
   (c) distribute, sub-licence, disclose, market, or offer remote computing or hosting services, or transfer of the Services to any party, orpermit any person or entity to have access to the Services by any sharing, remote computing or hosting services or time sharing arrangement;
   
   (d) circumvent, disable or otherwise interfere with security-related features of the Services or features that determine whether the Client are acting in accordance with these Terms;
   
   (e) use the Services in a way which impairs the functionality or reliability of the Services;
   
   (f) use the Services to publish or disseminate content that may be found to be defamatory or illegal;
   
   (g) use the Services to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party;
   
   (h) remove, obscure, deface or alter any of XRii or any third party’s copyright notices, trade marks or other proprietary rights affixed to the Services or any XRii’s IP;
   
   (i)   copy, decompile, modify, reverse engineer, disassemble, attempt to derive the source code of, decrypt or modify the Services or any XRii IP or any of their components except as expressly permitted by these Terms, or in writing by XRii; or
   
   (k)   in any form, or by any means, adapt, reproduce, store, distribute, display , publish or create derivative works from any part of the Services or any XRii IP without XRii’s express written permission;
   
   (l)    The Client agrees that XRii may, in its absolute discretion, limit the Client’s access to, or use of, the Services if, in its opinion, the Client’s use of the Services is excessive or unreasonable or impacts on the usability or reliability of the Services for XRii or other users, or breaches these Terms.
3. XRii may require that the Client remove or delete any content uploaded onto the Services or the Client’s account within 1 business days’ written notice to it.
4. The Client agree to use the Services in compliance with all applicable laws of the countries in which it or its customers reside, access or use the Services.

5. White-label and Customisation

1. XRii grants the Client a worldwide, revocable licence publish and offer for download, the Software customised to its own brand as set out in this clause (Customised Software), subject to the Client complying with these Terms and payment of the Fees. For the avoidance of doubt, nothing in these Terms authorises the distribution of un-customised Software, or transfers any ownership of XRii IP, including the Software, to the Client.
2. The Client may customise the Software by following the prompts in the Software dashboard, in the following manner:
   
   (a)   adding its own logo or graphics for the application icon of the Software;
   
   (b)   adding its own logo or graphics in the header of the Software;
   
   (c)   customisation of the Software’s colour scheme to suit the Client’s brand
   
   (d)   The Client is solely responsible for its customisation of the Software.

6. Vouchers

1. The Client may create and issue vouchers, store credits, coupons, promotional codes and other promotions (Vouchers) for its Business Services, by following the prompts in the Software.
2. The Client agrees:
   
   (a) that it is solely responsible for supplying the Business Services, including all goods and services specified in the Voucher and for all customer service in connection with the Voucher;
   
   (b) to offer Vouchers for the Business Services, in accordance with the terms agreed between the Client and XRii;
   
   (c) that the Vouchers are subject to any terms specified on the Website and the specific terms and conditions agreed between the Client and XRii for that particular Voucher;
   
   (d)  to honour and accept redemption of the Vouchers for the Business Services in accordance with the Voucher’s terms;
   
   (e)  that XRii may deactivate, cancel, remove or cease publication of any Voucher at any time and for any reason;
   
   (f)  that XRii may require the Client to edit or modify any Voucher for any reason, including to ensure the Voucher conforms with XRii specifications or applicable laws;
   
   (g) that the Client is responsible for providing correct and accurate details of a Voucher, including expressly stating any Voucher exclusions;
   
   (h) that the Client is responsible for ensuring that a Voucher complies with all laws, does not contain any errors, inaccuracies or incorrect details and that once a Voucher has been published, it cannot be edited or modified (it may only be deactivated, cancelled or removed); and
   
   (i)  that, to the maximum extent permitted by law, XRii is not liable for any errors, inaccuracies or incorrect details on any Voucher.
3. The Client may amend, deactivate, cancel or remove a Voucher by deleting it from the Software at any time. However ,if the Voucher is deleted after it has been published, the Client must honour any Vouchers which has been collected by a user.
4. Deactivation, cancellation or removal of a Voucher will only be effective from the date on which the Voucher has actually been removed from public view from the Website. The Client agrees that it must honour and accept a customer’s redemption of a deactivated, cancelled or removed Voucher if the Voucher was obtained XRii confirmation inclause 3.2.
5. If a Voucher is deactivated, cancelled or removed, Client agrees that it is not entitled to a refund of any Fees, except as required under the Australian Consumer Law. If XRii deactivates, cancels or removes a Voucher and such removal is not due to any breach of this Agreement by the Client or any other fault of the Client, XRii will provide a prorated refund of the Fees to the Client.

7. Client Warranties and Obligations

1. The Client warrants and represents to XRii that it:
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   (a) is the party specified as the Client in Schedule 1;
   
   (b) genuinely offers the Business Services; and
   
   (c) has and will maintain throughout the term of this Agreement, any and all qualifications, certifications, licences, permits, insurances and any other documentation necessary to provide the relevant Business Services to customers and members of the public in accordance with any relevant laws and that it will notify XRii of any change to such details.
2. XRii retains the right to screen and verify the Client’s business. The Client agrees to submit to such screening and to provide to XRii at its cost, immediately upon request, complete, accurate and current information confirming the Client’s identity, including company records, copies of photo identification (such as drivers licence and passport) or other identifying documentation.
3. The Client agrees to:
   
   (a) ensure that all content made available or uploaded by it, in relation to its business and the Business Services is correct, accurate and up to date and remains accurate and up to date at all times during the Term;
   
   (b) actively promote and encourage use of XRii to its existing customers and clients;
   
   (c) comply with all applicable privacy and data laws and regulations in connection with the Services;
   
   (d) notify XRii of any complaints in connection with the Services; and
   
   (e) release and indemnify and hold XRii and (as applicable) its affiliates, agents, and employees, harmless from and against any claims, demands, proceedings, losses and damages (actual, special and consequential) of every kind and nature, known and unknown, including legal fees on a full indemnity basis, arising from or in relation to any act, omission, negligence or breach of this Agreement by the Client in connection with the Services or a breach of this Agreement.

8. Intellectual Property

1. By uploading, publishing, transmitting or making available any data, content or other material to XRii or the Services (Client IP), the Client grants XRii, its affiliates, licensees and successors a non-exclusive, royalty-free, perpetual, irrevocable, worldwide and fully sub-licensable right to use, communicate, reproduce, modify, adapt, publish, publicly perform, translate, create derivative works from, distribute and display in any form, any such content, including but not limited to text, images, videos, graphics, audio and photographs without attribution (Client IP Licence).
2. The Client agrees that any Client IP you provide to XRii to be made publicly accessible to third parties, including other users or visitors of the Services. The Client agrees that XRii is not liable to it for the use or access of Client IP by third parties.
3. By uploading, publishing, transmitting or making available any Client IP to XRii, the Client warrants and represents to XRii that:
   
   (a)   it holdsall the intellectual property rights to the ClientIP, and will hold such rights for theduration of these Terms;
   
   (b)   it has the authorityto upload or make availablethe Client IP and licencethe Client IP to XRii;
   
   (c)   XRii’s use of theClient IP will not infringe or violate any third-party rights, including butnot limited to defamation, intellectual propertyrights, moral rights and privacyrights and will notgive rise to an obligation to make any payment to a third party;
   
   (d)   it will not sell, transfer, or attempt to sell, assign or otherwisedeal with the Client IP during the term of these Terms without priorwritten consent of XRii;
   
   (e)   neither the execution of these Terms northe performance by the Client of its obligations, or the use or exploitation by XRii of the ClientIP Licence will cause it to be in breachof any agreement of whichit is a party or is subject;
   
   (f) any Client IP you associate with the Services or send to other users is accurate, complete, not false and not misleading;
   
   (g) the disclosure and use of the Client IP to XRii will not cause harm to any other user or third party, or violate their rights including any patent, trade mark, trade secret, copyright or other
   
   (h) intellectual property or proprietary right (such as Client IP that contains copyrighted material without permission) or right to privacy;
   
   (i) the use by XRii of the Client IP will not breach the security of XRii or its users by containing viruses, Trojan horses, worms or other harmful or disruptive scripts, code, programs or content;
   
   (j) the disclosure and use of the Client IP by XRii does not violate this Agreement or other policies, or any applicable law, rule or regulation;
   
   (k) the Client IP does not contain any obscene, pornographic, profane, sexually oriented, threatening, defamatory, abusive, offensive, indecent, harassing, inflammatory, inaccurate, misrepresentative, fraudulent or illegal content including any racist, bigoted, hateful or violent content;
   
   (l) the Client IP does not promote or cause harm or intimidation of any kind against any group or individual;
   
   (m) the disclosure and use of the Client IP by XRii does not violate the privacy of any other person by containing visual or audible representations of another person without his or her express written consent or violate their data protection or privacy rights;
   
   (n) the disclosure and use of the Client IP by XRii will not bring XRii into disrepute; and
   
   (o) the Client IP does not contain, promote or enable illegal or unlawful activities.
4. XRii retains the right, at any time without reason or notice, to pre-screen, review, control, monitor, reject, delete or edit any content, including Client IP that is uploaded or published on the Website, however XRii is not obliged to do so.
5. The Client indemnifies XRii and its officers, employees, contractors and its sub-licensees from and against any losses, costs (including legal costs and expenses), actions, claims, demands, expenses, judgments, court orders or other liabilities arsing directly or indirectly out of or in connection with any claim, demand, suit, action or proceeding made or threatened, whether by legal proceedings or otherwise, against XRii by a third party out of or in connection with or in respect of:
   
   (a)  a breach of these Terms;
   
   (b)   any of the warranties in sub-clause (f) proving to have been or become,false, misleading or inaccurate; and
   
   (c)   any infringement oralleged infringement of the rights, including the intellectual property rights, of any person occurring by the use of the Client IP contemplated under these Terms.

9. Confidentiality

1. The parties agree that the terms of this Agreement are confidential, and the Client agrees not to disclose the terms of this Agreement to any other party, except where requiredfor financial reporting purposes, by a governmental authority or by law with reasonable written notice to the other party.
2. The Client agrees to indemnify XRii fully against all liabilities, costs and expenses which XRii may incur as a result of any breach of confidentiality by the Client.
3. The Client acknowledges that damages may be an inadequate remedy for breach of this clause 9 and that XRii may obtain injunctive relief against the Client any such breach.
4. The obligations accepted by XRii under this clause 9 survive termination or expiry of this Agreement.

10. Security of Data

1. The Client acknowledges and agrees that it has read, understood and agreed to the Privacy Policy and Security Policy, which outlines the parties obligations in relation to security, use and storage of data.
2. Access to the Services may require a unique access code, token, user name and/or password (Security Credentials). The Client must not release, distribute, publish or otherwise make public any Security Credentials provided to the Client in relation to the Services to any person.
3. The Client agrees that it is responsible for maintaining the security of any account, login and Security Credentials, and that it will keep such information confidential. The Client must immediately notify XRii of any actual or suspected unauthorised use of the Client’s account detailsor any other breach of security.
4. If the Client provide Security Credentials to facilitate access to the Software(or to the Client’s data stored thereon) to any third party, it does so at its own risk. The Client must ensure that any such party accepts and complies with these Terms and it agrees to remain fully liable to XRii for the acts, omissions and negligence of that third party.
5. XRii reserves the right to suspend or terminate the Services or any account relating to the Services for any reason, including where it believes there has been a breach of security in relation to an account.

11. Use and Storage of Data

1. The Client agrees that XRii may collect, maintain, process and use diagnostic, technical, usage and related information in relation to the Client’s use of the Services to provide and improve XRii’s products and services, facilitate product support and verify compliance with these Terms.
2. The Client agrees that XRii may provide its partners and third party providers data relevant to that party’s software or services provided that the data is provided in a form that does not personally identify it.
3. The Client agrees that any information it uploads, records, creates or is otherwise stored in the Software is stored by the Client at its own risk. Software is not a data storage or backup service. While XRii makes every effort to prevent data loss, it does not warrant that its computers or services will be free from failures, corruption, security intrusion or interference. To the maximum extent permitted by law, XRii shall have no liability to the Client for such corruption or loss of data. The Client agrees that it is its responsibility to regularly back up the Client’s data.
4. If the Client facilitate or permit access by any other party to the Client’s data on Software the Client are solely responsible for the actions of that party. XRii shall not be liable for any addition, modification or deletion of the Client’s information or data resulting from such access by any third party.

12. Third party Information and services

1. Software may access, or contain links to, websites or services controlled by third parties. XRii does not guarantee the availability, accuracy, completeness, reliability, or timeliness of such websites or services, nor its stock information, location data or any other data displayed or located thereon. The Client agrees and acknowledges that XRii is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any
2. other aspect of third party materials or websites. The Client agrees that such actions are its own responsibility.
3. The Client agrees that XRii, its affiliates, agents, principals, contractors or employees shall have no liability to the Client for content that may be found to be offensive, indecent, objectionable or illegal either on the Services or any third party website or software.

13. Support Services and SLA's

1. During the Term, XRii may provide assistance with support issues of the Client upon written request from time to time, as set out in Schedule1 (Support Services).
2. The Client may lodge support issues by detailing technical issues it is having with the Services via the methods as set out in Schedule 1 (Support Issue).
3. XRii may categorise a Support Issue as Critical, Urgent, High Priority, Medium Priority and Low Priority depending on the severity of the issue guided by the descriptions set out in Schedule 2. XRii may determine that a Support Issue is a change request due to the nature of the request, which may not be able to be resolved by the Company or may require a further quote.
4. XRii will use reasonable endeavours to respond within the Response Time after receiving notice of a Support Issue, and resolve the issue within the Support Hours, in the Resolution Time set out in Schedule 2, provided that it has received all relevant information and sufficient details to resolve the issue. For the avoidance of doubt, all time frames are an estimate only and XRii will not be liable for any delays in responding or resolving such issues.
5. XRii will use best endeavours to comply with the SLA’s as set out in Schedule 1.

14. Other Related Services and Training

• During the Term, XRii may provide other related services to the Services (Other Related Services), such as training for the Client or related personnel, by written agreement of the parties pursuant to a quote by XRii from time to time. Any amounts payable by the Client in consideration for the provision of such Other Related Services are payable as Fees in accordance with clause 3.

15. Backups

• If requested by the Client, XRii will conduct weekly backups of the Client’s data in the Services and will store backups for the period set out in Schedule 1. Any backups older than the period set out in Schedule 1 will be routinely permanently deleted.
• The Client may request restoration of a backup in whole or in part in writing and providing reasons to XRii. XRii may charge an hourly rate for restoration from a backup by providing a quote to the Client, except where a restoration is required due to the sole fault or error of XRii.

16. Transfer

• The Client may request restoration of a backup in whole or in part in writing and providing reasons to XRii. XRii may charge an hourly rate for restoration from a backup by providing a quote to the Client, except where a restoration is required due to the sole fault or error of XRii.

17. Disclaimer and Limitation of Liability

• The Australian Consumer Law (ACL) contains warranties, guarantees and conditions that cannot be excluded. These Terms do not purport to exclude, restrict or modify the application of the ACL where to do so would contravene the ACL or cause any part of these Terms to be void.
• Subject to the above, and except for warranties that cannot be excluded by law, no warranty or representation, either express or implied is given by XRii in respect to the Services, XRii makes no warranty as to the fitness of the Services for any particular purpose. The Client agrees that the Client’s use of the Services is at the Client’s own risk, and that the Services are provided to the Client on an “as is” basis. XRii’s express warranties in these Terms shall not be varied or increased and no obligation or liability shall arise out of XRii rendering technical or other advice or service in connection with the Services. It is the Client’s responsibility to ensure that the Services are appropriate for the Client’s proposed use.
• Nothing in these Terms shall exclude or limit the Client’s liability for a breach of the licence or a provision of these Terms or a party’s liability which cannot be excluded or limited by law. Save for the foregoing, neither party accepts, and each party hereby excludes any liability for loss of or damage to tangible property other than that caused by its gross negligence and hereby excludes any other liability for negligence arising pursuant to these Terms.
• 18.4 Under no circumstances will either party be liable for: loss of revenue, loss of actual or anticipated profits, loss of contractors, loss of finance, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation; loss of or damage to or corruption of data; or consequential or indirect loss, or special, punitive or incidental damages; whether foreseeable or unforeseeable, based on claims of the Client, XRii or any third party arising out of any breach or failure of express or implied warranty conditions or other term, breach of contract, misrepresentation, negligence, other liability in tort, failure of any remedy to achieve its essential purpose or otherwise.
• The Client agrees that to the maximum extent permitted by law, in no event shall XRii, its affiliates, agents, principals, contractors or employees or any party acting on XRii’s behalf be liable for loss or damages (including, but not limited to direct or indirect, special, incidental or consequential damages), howsoever caused (including, but not limited to loss or corruption of data, loss of profit, failure to transmit or process data, system failures, business or service interruption), whether arising in contract, negligence, tort, equity or statute, in connection with, arising out of, or relating to, the Client’s use or inability to use the Services.
• The Client agrees that to the maximum extent permitted by law, any liability of XRii that cannot be excluded by law is limited, at XRii’s option, to the re-supply of the services or a refund of the total price actually paid by the Client to XRii for the Services for the 12 months preceding the date of which the liability arose.

18. Release and Indemnity

• The Client agree to indemnify, hold harmless, release and discharge XRii, its affiliates, agents, principals, contractors and employees in respect of any claim, action, cost, charge, expense, penalty, fine, payment, loss or damage which XRii suffers, incurs or is liable for, whether directly or indirectly, including, without limitation, any special, incidental or consequential damages and legal costs, arising from the Client’s act, omission or negligence or the Client’s use of Software or the Client’s breach of these Terms.
• The Client indemnify and hold harmless XRii, its affiliates, agents, principals, contractors or employees against any loss, liability, cost or expense arising from or in connection with the Client’s use or misuse of the Services or the Client’s breach of these Terms.

19. Termination

• The Client may terminate these Terms with, or without cause by providing at least 30 days written notice to XRii. The Client acknowledges and agrees that such notice of termination must be provided to XRii at least 5 days prior to the end of the then-current billing cycle, otherwise the Client will be charged for the next billing cycle without refund.
• The Client will not be entitled for a refund for any pre-paid and unused portion of the Client’s Fees except as required under Australian Consumer Law or where the termination is a result of our breach.
• Without prejudice to any other remedies, XRii may immediately suspend or terminate the Services, the Licence or these Terms, or cease offering the Services:
  (a)   with written notice to the Client if, at any time:
           (i) the Client are in breach of any obligation (including those relating to payment) under these Terms;
           (ii) the Client is located in, or requires payment processing in, a country that cannot be processed by XRii or its payment gateway;
          (iii) any money payable to XRii becomes overdue, or in XRii’s opinion, if the Client will be unable to make a payment when it falls due;
           (iv) the Client become or are suspected to be, insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
            (v) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any of the Client’s assets;
          (vi) and any amounts owing to XRii at the time of the suspension or termination, shall become immediately due and payable; or
  
  (b) in its absolute discretion, at any time and without notice to the Client.
• If XRii terminates these Terms under clause 16.3(b), then any pre-paid and unused portion of the Client’s Fees will be refunded, except as required by law, in no other instances with any Fees be refundable. XRii will not be liable to the Client for any further loss or damage arising out of or in connection with XRii exercising its rights under this clause.
• XRii may suspend the Services and suspend the Client’s access to the Services or any part of the Services until any relevant Fees have been paid in full or until any breach of these terms or a licence agreement is remedied in accordance with the relevant licence agreement.
• Upon termination of these Terms, XRii may immediately remove any access to the Services, disable the Services and/or delete the Client’s account and data.

20. General

• Entire Agreement: These Terms (and all other terms and conditions and policies that are incorporated by these Terms) make up the entire agreement, and supersede all prior written and oral agreements, representations, undertakings and understandings. Where there is an inconsistency between these Terms and any additional terms, these Terms will prevail.
• Set-off: The Client shall not be entitled to set off against, or deduct from any amounts owed to XRii, any sums owed or claimed to be owed to the Client by XRii nor to withhold payment of any invoice because part of that invoice is in dispute.
• Relationship: These Terms do not confer an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between XRii and the Client or any other party unless expressly stated otherwise.
• Force Majeure: The Client agrees that XRii will not be liable for any delay or failure to perform its obligations under these Terms if such delay is due to any circumstance beyond its reasonable control. If XRii is delayed in performing its obligations due to such a circumstance for a period of at least 1 month, XRii may terminate these Terms by providing 5 business days’ notice in writing.
• Governing Law and Jurisdiction: These Terms are governed by, and shall be construed under, the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the Courts of New South Wales and the Commonwealth. The operation of the United Nations Convention on Contracts for the International Sale of Goods in respect of these Terms is expressly excluded.
• Severability: If, for any reason, a court of competent jurisdiction finds any portion of these Terms to be unenforceable or ineffective, then that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remainder of the Terms shall continue in full force and effect.
• Waiver: Any failure by a party to insist upon strict performance by the other of any provision in the Terms will not be taken to be a waiver of any existing or future rights in relation to the provision. No waiver by XRii of any of the terms of these Terms shall be effective unless XRii expressly waives its such term in writing.
• Amendment: XRii may, in its sole discretion, modify these Terms or include new or additional terms regarding the use of the Software and XRii’s associated software and services. Such modifications or additions are incorporated into these Terms, and will be effective immediately upon notice to the Client. The Client’s continued use of Software will constitute the Client;s agreement to be bound by the Terms, as amended. If the Client does not agree to the amended Terms, the Client may terminate these Terms and any relevant licence by providing written notice to XRii within 7 days of the date of notification of the change and any pre-paid unused portion of the Client’s licence fees will be refunded.

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Privacy Policy

Please read this policy carefully. This is the Privacy Policy of XRii (AUST) L.P. (ABN: 64 283 898 427) of 411 Kiewa Street, 2640, Albury NSW Australia. XRii (AUST) L.P. (ABN: 64 283 898 427) (“us”, “we”, or “our”)operates the www.xrii.io website (the “Service”). This page informs you of our policies regarding the collection, use and disclosure of Personal Information when you use our Service.

We will not use or share your information with anyone except as described in this Privacy Policy. We use your Personal Information for providing and improving the Service. By using the Service, you agree to the collection and use of information in accordance with this policy. Unless otherwise defined in this Privacy Policy, terms used in this Privacy Policy have the same meanings as in our Terms and Conditions, accessible at  www.xrii.io.

1. Information Collection and use

While using our Service, we may ask you to provide us with certain personal information that can be used to contact or identify you. Personal information means an information or an opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not or is recorded in a material form or not (“Personal Information”). Personal Information may include, but is not limited to, your email address, name, phone number and postal address.

XRii apps include an option for users to delete their accounts and associated data, as part of our efforts to give our users more control over personal information. To delete all your associated data from your XRii app, simply delete the entire account at any time.

2. Log Data

We may also collect information that your browser sends whenever you visit our Service (“LogData”). This Log Data may include information such as your computer’s Internet Protocol (“IP”) address, browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages and other statistics.

3. Cookies

Cookies are files with small amount of data, which may include an anonymous unique identifier. Cookies are sent to your browser from a web site and stored on your computer’s hard drive. We use “cookies” to collect information. You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent. However, if you do not accept cookies, you may not be able to use some portions of our Service.

4. Service Providers

We may employ third party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services or to assist us in analyzing how our Service is used.

These third parties have access to your Personal Information only to perform these tasks on our behalf and are obligated not to disclose or use it for any other purpose.

5. Communications

With your consent, we may use your Personal Information to contact you with newsletters, marketing or promotional materials and other information that may be of interest to you. We may contact you by mail, telephone, email, SMS or other electronic methods, such as through social media or targeted advertising, You may opt out of receiving any, or all, of these communications from us by contacting us.

6. Compliance with Laws

We will disclose your Personal Information where required to do so by law or subpoena or if we believe that such action is necessary to comply with the law and the reasonable requests of law enforcement or to protect the security or integrity of our Service.

7. Security

The security of your Personal Information is important to us, but remember, no method of transmission over the Internet, or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Information, we cannot guarantee its absolute security.

8. Disclosure of Information to Overseas Recipients

Your information, including Personal Information, may be transferred to — and maintained on —computers located outside of Australia where the privacy laws may differ from those in Australia. If we do this in future, it is because it is necessary for the conduct of our operations and to provide the Service. We will take reasonable steps to ensure that an overseas recipient does not breach the Australian Privacy Act in relation to the disclosed personal information unless:

• We reasonably believe that the recipient of the information is subject to legal obligations that have the effect of protecting the information in a way that, overall, is at least substantially similar to the protection under the Australian Privacy Principles and there are mechanisms that you can access to enforce that protection;
• We are given consentby you to do so, expressly or by implication after you are expresslyinformed by us that if you consent we will not be required to take reasonablesteps to ensure that the overseas recipient does not breach the AustralianPrivacy Principles in relation to the information; or
• We are legally authorised or required to do so.

Your consent to this Privacy Policy followed by your submission of such information represents your agreement to that transfer.

9. Links to Other Sites

Our Service may contain links to other sites that are not operated by us. If you click on a third party link, you will be directed to that third party’s site. We strongly advise you to review the Privacy Policy of every site you visit.

We have no control over, and assume no responsibility for the content, privacy policies or practices of any third party sites or services.

10. Access and correction

You may ask us for access to the Personal Information we hold about you. Unless there is a lawful reason not to, we will give you access to it and allow you to correct any incorrect information. If we don’t give you access to your Personal Information or refuse to correct it, we will tell why. Our contact details are at the end of this Policy.

If you have a question, concern or complaint regarding the way in which we handle your personal information please contact:

Email: support@xrii.io

We will manage the complaint process by:

•  Listening to your concerns regarding our handling of personal information;
• discussing with you the ways in which we can address those concerns; and
•  putting in place an action plan to resolve your concerns and improve our information handling procedures (if appropriate).

If this process does not result in an outcome that is satisfactory to you, you may contact the Office of the Australian Information Commissioner’s Office (email - enquiries@oaic.gov.au). We will work together with the Office of the Australian Information Commissioner’s Office to resolve the issues between us.

11. Changes to this Privacy Policy

We may update our Privacy Policy from time to time. We will notify you of any changes by posting the new Privacy Policy on this page.

You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page.

Contact Us

If you have any questions about this Privacy Policy, please contact us at support@xrii.io.

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Terms and Conditions

Please read this document carefully.These are the Terms & Conditions of XRii. These Terms and Conditions (“Terms”, “Terms and Conditions”) govern your relationship with the www.xrii.io website providing advertising, marketing and promotional services (the “Service”) operated by XRii (“us”, “we”, or “our”).

Please read these Terms and Conditions carefully before using the Service.Your access to and use of the Service is conditioned on your acceptance of and compliance withthese Terms. These Terms apply to all visitors, users and others who access or use the Service.By accessing or using the Service you agree to be bound by these Terms. If you disagree with any partof the terms then you may not access the Service.

1. Purchases

If you wish to purchase any product or service made available through the Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

By submitting such information, you grant us the right to provide the information to third parties for purposes of facilitating the completion of Purchases.

We reserve the right to refuse or cancel your order at any time for certain reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

We reserve the right to refuse or cancel your order if fraud or an unauthorised or illegal transaction is suspected.

Even though we work with high quality Businesses who are checked to ensure provision of services in a good and timely manner, we cannot fully guarantee customer satisfaction.

Although customers take part in the Businesses’ promotional activities at their own risk, they can always file a claim directly through the advertisers’ customer support process. In any event, we do not guarantee the goods or services of its Businesses.

2. Availability, Errors, and Inaccuracies

We are constantly updating our offerings of products and services on the Service. The products or services available on our Service may be mispriced, described inaccurately, or unavailable, and we may experience delays in updating information on the Service and in our advertising on other websites.

We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

3. Accounts

When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.

You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

4. Intellectual Property

The Service and its original content, features and functionality are and will remain the exclusive property of us and our licensors. The Service is protected by copyright, trademark, and other laws of foreign countries. Our trademarks and trade dress may not be used in connection with any productor service without our prior written consent.

5. Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by us.

We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third party websites or services that you visit.

6. Termination

We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.

Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.

7. Limitation of Liability

In no event shall we, nor our directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence)or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

8. Disclaimer

Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, noninfringement or course of performance.

Neither we, our subsidiaries, affiliates, or licensors warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

9. Governing Law

These Terms shall be governed and construed in accordance with the laws of Australia, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have between us regarding the Service.

10. Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will try to provide at least 15 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

11. Contact Us

If you have any questions about these Terms and Conditions Policy, please contact us at support@xrii.io.

Safety Policy

1. XRii Customer Safety and Behavioural Guidelines

Here is what happens when you use the XRii Platform:

• A Business creates a campaign by using the XRii Business Dashboard to pinpoint a location on an interactive, real-time map so that when you go to that physical location with your mobile phone you will be able to collect that campaign.
• When a Business creates a campaign it is promising that if the offer is collected it is able to be redeemed at the Business’s physical point of sale or online during the Business’s business hours for so long as the offer is Active.
•  As a Customer, you are able to collect offers dropped by a Business. You “collect” dropped offers by going to the pinpointed physical location with your mobile phone and following the processes set out in the XRii Platform to collect the offers.
• You must comply with these Safety Guidelines when you collect offers. This includes that you must be mindful of your safety and the safety of others when you collect offers. We impose some restrictions on Drop locations in the XRii Business Dashboard but you should not rely on those alone. You must be mindful of the effect that your actions may have on the peace, order and amenity of the Drop location. You must not create a public nuisance.

2. Respect the community

XRii wants XRii collecting to be an enjoyable and safe experience for everyone, including people in the real world where collecting is taking place. Following these common-sense Guidelines will help ensure you and other Customers have a great experience and that others are not affected by your collecting. Remember, certain interactions that seem harmless or fun to you may be perceived in a different way by bystanders or other XRii Customers.

Treat other Customers and bystanders with respect and courtesy and conduct yourself in an appropriate manner while taking part in XRii collecting. Below are some Guidelines to keep in mind.

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3. Be respectful

Over time, you will meet fellow XRii Customers and engage in competitive collecting. It’s in everyone’s best interest to keep things courteous and enjoyable for all. Please respect your fellow XRii Customers. Never defame, abuse, harass, harm, stalk, threaten, or otherwise violate the legal rights (including the rights of privacy and publicity) of others. Violations can result in you losing the right to hunt. If other players are being aggressive, offensive, overly protective of a XRii Voucher or are trolling you please remove yourself from the situation, don’t engage and report to us at support@xrii.io

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4. Adhere to the Rules of the Human World

Remember to be alert at all times and stay aware of your surroundings. Please do not trespass, or in any way gain or attempt to gain access to any property or location where you do not have the right or permission to be. Please do not cause any public nuisance.

5. Avoid Inappropriate Content

We may review the content you create within any XRii forum, particularly if another user has flagged it as offensive, and we may remove it if we believe it’s inappropriate for the game. That may include sexual or pornographic content, obscenity, or hate speech.

6. No Cheating

Don’t do it. XRii is meant to be fun on a mobile device and get you outside to explore your world with Business opportunities. Methods of cheating, unfortunately, are limited only by cheaters’ imaginations, but include he following: using modified or unofficial software; playing with multiple registered identities (one registered identity per XRii Customer, please); sharing your XRii registration with others; using tools or techniques to alter or falsify your location; or selling/trading your XRii registration.

• WE WILLENFORCE THECUSTOMER AGREEMENT AS WELLAS THESE GUIDELINES
  Each Customer enters into a Customer Agreement with us. We will review reported or flagged Customers and content and will determine whether or not they violate the Customer Agreement and/or these Guidelines. Accounts are penalized for violations of the Customer Agreement — we may issue awarning, suspend you from collecting, or (for serious or repeated violations)terminate your Customer registration.

7. Safe Play and Safety FAQs

Please be aware of your surroundings and participate safely.

 You agree that it is your responsibility to maintain the health, liability, hazard, personal injury, medical, life, and other insurance policies as you consider reasonably necessary for any injuries that you may incur while using the Services.

You also agree not to use XRii to violate any applicable law, rule, or regulation (including but not limited to the laws of trespass), and you agree not to encourage or enable any other individual to violate any applicable law, rule, regulation or the XRii Customer Agreement or these Guidelines.

You agree that in using the XRii Platform you must not inflict emotional distress on other people, nothumiliate other people (publicly or otherwise), not assault or threaten other people, not enter on to private property without permission, not impersonate any other person or misrepresent your affiliation, title, or authority, and not otherwise engage in any activity that may result in injury, death, property damage, and/or liability of any kind.

Please refer to the limitations on our liabilityset out in the CustomerAgreement.

• WHAT ABOUT SAFETY? ISTHE CUSTOMER APP DANGEROUS TO USE?
  XRii is designed to be used outdoors and indoors. It carries with it some of the risks of anyoutdoor activity including hiking, biking, or playing sportsin a park.
  XRii Customers should always remain aware of their environment and avoid going into any inappropriate areas, or any area where they are not permitted to be.
  Customers should remain aware of hazards, including other Customers, traffic and obstacles. As with any mobile phone, the XRii Customer App must not be operated whilst driving a vehicle. This is reinforced by warning sand behaviours within the Customer App and it’s vital that people be responsible. Parents should guide and supervise their children’s use of the Customer App, including where to use the Customer App and how to use a mobile phone safely.
• WE WILLENFORCE THECUSTOMER AGREEMENT AS WELLAS THESE GUIDELINES
  Each Customer enters into a CustomerAgreement with us. We will review reported or flagged Customers and content andwill determine whether or not they violate the Customer Agreement and/or theseGuidelines. Accounts are penalized for violations of the CustomerAgreement — we may issue awarning, suspend you from collecting, or (for serious or repeated violations)terminate your Customer registration.

• WHAT ABOUT PRIVACY? DOES XRII COLLECT MY INFORMATION AND SELL IT TO THIRD PARTIES? DOESXRII SELLOR PROVIDE THE CHILDREN’S INFORMATION TO THIRD PARTIES?
  ‍XRii collects information in order to operate XRii and to optimize and improve our products and
  services. XRii does not sell any adult’s or child’s user information to third parties.
• CAN SOMEXRII OFFERS BE INUNSAFE AREAS?
  Offers are dropped by XRii Businesses and canexist in many places, including trails, parks, and urban areas. XRii monitorsall Voucher drops and will suspend/terminate XRii Businesses if we feel they are droppingin unsafe areas. The safety of any given area depends on the user, the time of day, and many other factors. We encourage users to use their own judgment about which parts of the cityor countryside they feel safe going to at various times of day or night.Concerns that a XRii Voucher is dropped/located in an inappropriate locationcan be reported to support@ xrii.io.
• WHAT ABOUT XRII VOUCHERS ON PRIVATE PROPERTY?
  Concerns that a XRiiVoucher is located in an inappropriate location can be reported to support@xrii.io.

Non-Disclosure Agreement

1.  Adult Videotext Merchants
2. All Adult Entertainment, sexually oriented or pornographic merchants, including but not limited to: Adult telephone conversations; Internet sex/porn; Adult pictures & photos; Misc. adult entertainment (not elsewhere classified)
3. Any product, service or activity that is deceptive, unfair, predatory, or prohibited by one or more Card Networks
4. Bail bonds
5. Bidding fee auctions
6. Business Practices Promoting Racism, Violence, Abuse, Discrimination or Other Immoral Activity
7. Cable box de-scramblers
8.  Chain letters
9. Counterfeit items, including but not limited to: Currency; Coins: stamps: Counterfeiting equipment; Trademark infringement items
10. Drug Paraphernalia
11. Engaging in deceptive marketing practices
12. Escort Services
13. Evading Card Network’s chargeback monitoring programs
14. Illegal multi-level marketing or pyramid schemes
15. Illegal products/Activities of any Kind
16. Intellectual Property Rights Violators
17. Internet as Seen on TV Products
18. Matrix Merchants
19. Money transmitters or money service businesses
20. Multi-level Marketing
21. Pseudo pharmaceuticals
22. Psychic services
23. Quasi-cash or stored value
24. Selling social media activity, such as Twitter followers, Facebook likes, or YouTube views
25. Sharing cardholder information with another merchant for payment of up-sell or cross-sell productor service
26. Shipping or forwarding brokers
27. Stolen property
28. Substances designed to mimic illegal drugs
29. Telecommunications equipment and telephone sales
30. Weapons and ammunitions

Additional UNDERWRITING requirements for the High-Risk Merchant types may include:

1. The latest business/financial statements
2. Detailed description of how the Merchant conductsbusiness relative to deliveries,deposits, sales procedures and return policy
3. Copies of printed sales material, print ads and electronic media
4. Personal guarantee of signatory with greater than or equal to 50% ownership in the corporation
5. Copy of business license
6. Marketing Materials
7. Additional Business References

Non-Disclosure Agreement

THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made by and between XRii (AUST) L.P. 411 Kiewa Street, Albury, 2640, NSW, Australia (“Company”) and

In consideration for the parties’ agreement to participate in the activities described below, the parties agree:

• Purpose. Company and Recipient wish to evaluate a business opportunity regarding the procurement of Company’s products or services (such activity, the “Purpose”). In connection with the Purpose, Company may disclose to Recipient certain confidential technical, product, and business information which Company desires Recipient to treat as confidential.
• Confidential Information. In connection with discussions between Company and Recipient concerning the Purpose, Company may find it beneficial to disclose to Recipient certain information that Company considers to be proprietary and/or confidential relevant to XRii and related products (hereinafter referred to as “Confidential Information”), which may include, but is not limited to, software, source and object code, software design, product designs and/or specifications, algorithms, computer programs, inventions, trade secrets, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, diagrams, data, business activities and operations, reports, studies, and other technical and business information. Confidential Information shall also include descriptions of the existence or progress of the above- described Purpose. Confidential Information shall include, without limitation, information disclosed or made accessible by Company that (a) is identified or marked as “confidential” or “proprietary”, or (b) by its nature and manner of disclosure it would reasonably be considered confidential or proprietary in nature even if it is not so identified or marked.
• Protection of Confidential Information. Recipient acknowledges that Company claims its Confidential Information as a special, valuable and unique asset. For itself and on behalf of its officers, directors, agents, employees, and affiliates, Recipient agrees that it shall:
  a.  Keep in confidence all Confidential Information, and that it will not directly or indirectly disclose to any third party or use for its own benefit, or use for any purpose other than the Purpose, any Confidential Information that the Company provides or makes available to Recipient.
  b.  Restrict disclosure of the Confidential Information solely to the minimum number of employees necessary in order to achieve the Purpose, only on a “need to know” basis, and only to those employees who have executed binding and enforceable confidentiality or nondisclosure agreements with Recipient that contain terms no less stringent than those set forth herein.
  c. Advise employees who receive Confidential Information under Section 3(b) above of their binding obligations with respect to such Confidential Information and take all reasonable measures to protect the confidentiality of such Confidential Information.
  d.  Use the Confidential Information only as needed to achieve the Purpose, and in particular, not use the Confidential Information in competition with the Company nor use it in any unlawful manner.
  e.  Not modify, reverse engineer, decompile, create other works, or disassemble the Confidential Information for any purpose whatsoever and not perform the same to anything that embodies the Confidential Information of Company.
  f. Not copy the Confidential Information, except with Company’s express permission in writing. In such event, Recipient must reproduce and not remove, alter, cover or obscure any copyright, trademark or other proprietary rights notice placed by the Company on the Confidential Information or any portion thereof; and
  g. Use reasonable care to protect the Confidential Information, and in no event use less than the same degree of care to protect the Confidential Information as it would employ with respect to its own highly confidential information which it does not desire to have published or disseminated.
• Limitations on Confidential Information. Confidential Information shall not include Company’s information which:
  a.  Recipient knows at the time of disclosure, free of any obligation to keep it confidential, as evidenced by written records.
  b.  Is or becomes publicly available through authorized disclosure.
  c.  Recipient independently develops without the use of any Confidential Information; OR
  d.  Recipient rightfully obtains from a third party who has the right to transfer or disclose it.
  e.  If any portion of any Confidential Information falls within any of the above exceptions,
  f.  The remainder of the Confidential Information shall continue to be subject to the requirements of this Agreement.
• Compelled Disclosure. If Recipient faces legal action to disclose Confidential Information received under this Agreement, then Recipient shall promptly notify Company and, upon Company’s request, shall cooperate with Company in contesting such a disclosure. Except in connection with failure to discharge the responsibilities set forth in the preceding sentence, neither party shall be liable in damages for any disclosures pursuant to such legal action.
• Return of Confidential Information. All information furnished under this Agreement shall remain Company’s property and shall be returned to it or destroyed promptly at its request together with all copies, extracts, plans, schematics or other reproductions in whole or in part made of such information by Recipient. All documents, memoranda, notes and other writings whatsoever prepared by Recipient based on Confidential Information shall be destroyed promptly upon Company’s request and such destruction shall be certified in writing to Company by an authorized officer of Recipient.
• Proprietary. No right, title, or interest in the Confidential Information or license under any patents, copyrights or mask rights or other intellectual or proprietary rights are granted or conveyed by Company’s transmittal or Recipient’s use of the Confidential Information or other information to Recipient under this Agreement, nor shall such a transmission constitute any representation, warranty, assurance, guaranty or inducement by Company to Recipient with respect to non-infringement of any patent or other rights of others.
• Indemnity. Recipient shall be liable for any breach of any of the terms of this Agreement by Recipient or any of its respective directors, officers, employees, agents, representatives, consultants, accountants, attorneys and advisors of the Recipients and its affiliates and Recipient shall fully indemnify, defend, and hold the Company harmless against any losses, costs, claims, damages or expenses (including but not limited to legal expenses) incurred by the Company either as a result of the unauthorized disclosure by the Recipient of any of the Confidential Information or as a result of the breach of any of the terms of this Agreement.
• No Warranty. Recipient acknowledges that Company has not made and will not make any representation or warranty, express or implied, as to the accuracy or completeness of its Confidential Information or of any other information provided in connection with the Purpose, and Recipient agrees that Company shall have no liability resulting from the use of the Confidential Information or such other information.
• No Commitment. Confidential Information provided to Recipient does not and is not intended to represent a commitment by Company to enter into any business relationship with Recipient or with any other entity. If the parties desire to pursue business opportunities, the parties will execute a separate written agreement to govern such business relationship.
• Equitable Relief. Recipient acknowledges that its breach of this Agreement will result in immediate and irreparable harm to Company, for which there will be no adequate remedy at law, and Company shall be entitled to equitable relief to compel Recipient to cease and desist all unauthorized use and disclosure of Company’s Confidential Information.
• Notices. All notices under this Agreement shall be deemed to have been duly given upon the mailing of the notice, post-paid, facsimile or transmission, to the party entitled to such notice at the address, facsimile number or email address set forth below.
• Export Regulations. Notwithstanding any other provision of this Agreement, Recipient shall not export any technical Confidential Information acquired under this Agreement or any commodities using such Confidential Information to any country to which the United States government forbids export or, at the time of export, requires an export license or approval, without first obtaining such license or approval.
• Effective Date and Termination. This Agreement shall be effective from the date the last signature is affixed to this Agreement and shall apply to discussions taking place during a period of three (3) years from the effective date, although Confidential Information disclosed during such discussions shall be protected from disclosure under the terms of this Agreement for a period of three (3) years from the date of disclosure.
• Severability. Should any provisions of this Agreement be found unenforceable, the remainder shall still be in effect.
• No Waiver. The failure of any party to require performance by another party of any provision of this Agreement shall in no way affect the full right to require such performance at any time thereafter.
• Entire Agreement. This Agreement embodies the entire understanding between the parties respecting the subject matter of this Agreement and supersedes any and all prior negotiations, correspondence, understandings and agreements between the parties respecting the subject matter of this Agreement.
  This Agreement shall not be modified except by a writingduly executed on behalf of the party against whom such modification is sought to be enforced.
• Assignment and Binding Effect. Recipient may not assign or transfer the rights or obligations under this Agreement without Company’s prior written consent, and any assignment or transfer in violation of this Agreement shall be null and void. This Agreement shall benefit and be binding upon the parties to this Agreement and their respective successors and permitted assigns.
• Construction of Agreement. This Agreement has been negotiated by the parties and their respective attorneys, and the language of this Agreement shall not be construed for or against either party.
• Jurisdiction and Venue. Recipient consents to the exclusive jurisdiction of NSW, Australia, in connection with any dispute arising out of or under or in connection with this contract.
• Governing Law. This Agreement shall be governed by and construed in accordance with the laws of NSW, Australia exclusive of its choice of law principles.
• Counterparts. Either the original or copies, including facsimile transmissions, of this Agreement, may be executed in counterparts, each of which shall be an original as against any party whose signature appears on such counterpart and all of which together shall constitute one and the same instrument.
• IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute and deliver this Agreement.

COMPANY:

BY:

TITLE:

SIGNATURE:

DATE:

RECIPIENT:

BY:

TITLE:

SIGNATURE:

DATE:

‍

Referral Partner Agreement

BETWEEN

• XRii (AUST) L.P] ABN: 64 283 898 427 of [411 Kiewa Street, Albury 2160, NSW, AUSTRALIA] (XRii)
• [INSERT REFERRAL PARTNER NAME] of [insert address] (the Referral Partner).

RECITAL

• XRii conducts a business which operates an application, XRii Business, that enables individuals to hunt, redeem and sell digital vouchers created by Merchants.
• XRii would like to engage the Referral Partner to provide the Services, and the Referral Partner has agreed to be engaged by XRii, on the terms and conditions set out in this Agreement.

OPERATIVE PROVISIONS

1. DEFINITIONS AND INTERPRETATION

• Definitions
  In this Agreement:
  Agreement means this agreement including any schedules.
  Commencement Date means [insert date].
  Confidential Information means:
  (a) all information regarding the current and future business interests, methodology or affairs of XRii;
  (b) all other information belonging or relating to XRii; and
  (c) all information which the Referral Partner knows, or ought reasonably to be expected to know, is confidential to XRii
  but excludes:
  (d) any information which is lawfully already in the public domain, or becomes part of the public domain, other than due to the act, neglect or omission of the Referral Partner or any person for whom the Referral Partner is responsible; and
  (e) any information which is required to be disclosed by law.
  Fee means the fees to be calculated in accordance with Schedule 2 to this Agreement.
  Intellectual Property Rights means all present and future intellectual property rights conferred by statute, at common law or in equity, including (without limitation):
  (a) patents, designs, copyright, rights in circuit layouts, plant breeder’s rights, trade marks, know how, brand names, domain names, inventions, product names, trade secrets, the right to have confidential information kept confidential and other results of intellectual effort in the scientific, technological, bio-technological, literary or artistic and commercial fields, whether or not registered or capable of registration;
  (b) any application or right to apply for registration of any of those rights;
  (c) any registration of any of those rights or any registration of any application referred to in paragraph (b); and
  (d) all renewals and extensions of these rights.
  KPI means Key Performance Indicator.
  Merchant means a company or organisation registered by XRii who may create digital vouchers for individuals to hunt, redeem and sell.
  Services means the Services set out in Schedule 1 to this Agreement.
  Termination Date means the date of termination of this Agreement.
• Interpretation
  In this Agreement, unless the context requires otherwise:
  - the singular includes the plural and vice versa;
  - the headings are used for convenience only and do not affect the interpretation of this Agreement;
  - other grammatical forms of defined words or expressions have corresponding
  meanings;
  - the word “month” means calendar month and the word “year” means 12 months;
  - a reference to a thing includes a part of that thing;
  - a reference to all or any part of a statute, rule, regulation or ordinance (statute) includes that statute as amended, consolidated, re-enacted or replaced from time to time;
  - money amounts are stated in United States currency unless otherwise specified; and
  - wherever “include” or any form of that word is used, it must be construed as if it were followed by “(without being limited to)”.

2. Commencement Date

This Agreement will commence on the Commencement Date and will continue until terminated in accordance with this Agreement.

3. Services

• Services to be provided
  The Referral Partner will provide the Services to XRii.
• Performance of the Services
  ‍The Referral Partner must provide the Services:
  - in accordance with all reasonable requirements and directions which may be issued by XRii from time to time;
  - in accordance with any KPIs as may be determined by XRii from time to time;
  - within any particular region/s or zone/s within which Merchants must be located as determined by XRii from time to time;
  - in accordance with any restricted business categories which may be determined by XRii from time to time;
  - in good faith towards and in a manner which promotes the interests, reputation and profitability of XRii, and not do    anything (or omit to do anything) which may damage the interests, reputation or profitability of XRii;
  - in accordance with all policies, requirements, rules, instructions, systems, methods and procedures of XRii in relation to the    provision of the Services; and
  - in accordance with all applicable laws, including but not limited to privacy laws.
  
  Obligations of the Referral Partner
  The Referral Partner must:
  - report directly to any such person/s as may be directed by XRii from time to time, as and when required on any issue related    to the provision of the Services;
  - complete such training as considered necessary by XRii, including but not limited to, presenting a mock presentation to    XRii management (either online or in person) before presenting to any potential Merchants;
  - have an intimate knowledge of XRii’s products, including the product backlog and upcoming app features;
  - ensure XRii’s customer relationship management (CRM) system is used properly;
  - not do anything (nor omit to do anything) which may damage the interests, reputation or profitability of XRii.
• Acknowledgements of the Referral Partner
  The Referral Partner acknowledges that:
  - it is an independent contractor to XRii and not an employee, partner, or joint- venturer of XRii;
  - it has no power or authority to commit XRii to any liability;
  - it has no power or authority to collect or receive any monies due or paid to XRii; and
  - all its obligations under this Agreement are valid and binding on the Referral Partner and enforceable against the Referral Partner in accordance with their terms.
• Subcontracting
  The Referral Partner must not subcontract the performance of the Services or any part of the Services, except with the prior written consent of XRii, which may be withheld at its absolute discretion.

4. Performance of work for other

The Referral Partner may undertake any appointment, position or work, and engage in any other business activities whatsoever as it may wish during the course of this Agreement, provided such activities do not conflict with XRii’s interests or hinder, limit or restrict the Referral Partner’s ability to provide the Services.

5. Obligations of XRii

To assist the Referral Partner with providing the Services, XRii will provide the Referral Partner with the following:

• such training and development as it considers is reasonably necessary;
• a XRii email address;
• a Sales account and access to the Protected Clients List; and
• marketing, sales and success team support.

6. Fees

• In consideration of the Services provided by the Referral Partner, XRii will pay the Referral Partner the Fees, subject to the provision of invoices in accordance with this clause 6.
• The Referral Partner is required to submit monthly invoices to XRii.
• An invoice is correctly rendered if the Fee is correctly calculated and due for payment, and the invoice complies with any other reasonable written directives given by XRii.
• If the Referral Partner is required by law to be registered for GST purposes, the Referral Partner warrants that it is so registered, and the Referral Partner must inform XRii if it ceases to be registered at any time during the term of this Agreement.
• For the avoidance of doubt, XRii is not liable to make superannuation contributions in respect of any Fees paid to the Referral Partner.

7. Confidential Information

• Acknowledgment of the Referral Partner
  The Referral Partner acknowledges that in the course of providing the Services or otherwise, the Referral Partner may obtain access to, or become aware of, Confidential Information.
• Obligations of the Referral Partner
  ‍The Referral Partner must:
  - only use the Confidential Information for the purposes of providing, and to the extent necessary to provide, the Services under this Agreement;
  - not memorise, modify, reverse engineer or make copies, notes or records of the Confidential Information for any purpose other than in connection with the provision of the Services under this Agreement;
  - keep in the strictest confidence all Confidential Information and not disclose to any person any Confidential Information without the prior written consent of XRii;
  - not use or modify any Confidential Information for the Referral Partner’s own use or benefit or the use or benefit of any third party;
  - promptly, at the request of XRii at any time, disclose and deliver up to XRii, all Confidential Information including copies in the Referral Partner’s possession, custody or control; and
  - promptly, at the request of XRii at any time, permanently erase any Confidential Information from any electronic device in its possession or control.
• Survivorship
  ‍The Referral Partner’s obligations under this clause 7 survive the termination of this Agreement for any reason.

8. Intellectual Property

• Obligations of the Referral Partner
  - The Referral Partner hereby assigns to XRii absolutely and beneficially the whole of its right, title and interest in the world,    whether presently existing or which arises at a date after the date of this Agreement in and to any Intellectual Property    Rights acquired, developed or created by the Referral Partner in the course of providing the Services under this Agreement    (Assigned Intellectual Property Rights).
  - The Referral Partner agrees and undertakes to promptly disclose to XRii any Assigned Intellectual Property Rights upon    acquisition, creation or development.
  - The Referral Partner acknowledges and agrees that XRii will exclusively own all right, title and interest in and to all of the    Assigned Intellectual Property Rights immediately upon creation, acquisition or development of the Assigned Intellectual     Property Rights.
  - The Referral Partner irrevocably agrees to promptly execute all documents, forms and authorisations and do all acts and    things that XRii considers to be necessary or desirable to give effect to this Agreement and to absolutely vest in XRii full    right, title and interest in and to all of the Assigned Intellectual Property Rights.
• Survivorship
  This clause 8 survives the termination of this Agreement for any reason.

9. Termination

• Termination by notice
  Either party may terminate this Agreement at any time by giving the other party 30 days’ written notice.
• Termination by immediate notice
  ‍Notwithstanding any other provision of this Agreement, XRii may terminate this Agreement at any time by the giving of immediate written notice if:
  - the Referral Partner commits any serious or persistent breach of this Agreement;
  - in the reasonable opinion of XRii, the Referral Partner brings the reputation of XRii into disrepute;
  - the Referral Partner commits an act of dishonesty or fraud or is otherwise dishonest or fraudulent in performing the Services;
  - the Referral Partner engages in any unlawful conduct in connection with this Agreement;
  - the Referral Partner becomes an insolvent under administration or insolvent, or has a controller appointed, or goes in receivership, in receivership and management, in liquidation, bankruptcy,in provisional liquidation, under administration, is wound up, subject to any arrangement, assignment or composition, protected from creditors under any statute, dissolved or otherwise becomes unable to pay debts when they fall due or has something similar happen.
• Return of property
  Upon the termination of this Agreement, the Referral Partner must immediately and permanently discontinue the use of and promptly return or surrender to XRii all property belonging to XRii, including any Confidential Information.

10. Indemnity

The Referral Partner indemnifies, and will keep indemnified, XRii for any and all loss, liability, costs or damage suffered by XRii as a result of:

• any wilful or negligent act or omission of the Referral Partner;
• any breach by the Referral Partner of any laws including, without limitation, those relating to occupational health and safety, bullying, discrimination, sexual harassment, and cyber safety;
• any breach or non-performance of this Agreement by the Referral Partner;
• any damage to property or injury or death of any person caused or contributed by the Referral Partner;
• any claim or allegation from any person or any finding, ruling or decision by a court, tribunal or other competent authority that the Referral Partner is an employee of XRii (at common law, deemed employees under statute, or otherwise).

11. Non-Solicitation

• Obligations of the Referral Partner
  The Referral Partner must not, in any capacity including on the Referral Partner’s own account or as a member, shareholder, unit holder, director, partner, joint venturer, employee, trustee, beneficiary, principal, agent, adviser, contractor, consultant, representative or financier or in any other way or by any other means:
  - canvass, solicit or approach, or accept any approach from, any person, corporation or other body who is or was during the period of the Referral Partner’s engagement under this Agreement, a Merchant or Protected Client and with whom the Referral Partner had direct dealings, for the purposes of any business, activity or operation which is in direct competition with the business carried on by XRii;
  - canvass, solicit or entice, or endeavour to canvass, solicit or entice, any person who is or was an employee, contractor or director of XRii during the period of the Referral Partner’s engagement under this Agreement and with whom the Referral Partner had direct dealings, to leave or end their office, engagement or employment with XRii;
  - induce, encourage, assist, or facilitate any other person or entity to do any of the acts referred to in clauses 11.1.1 and 11.1.2 above.
• General
  The Referral Partner acknowledges that the restrictions imposed by this clause:al
  - are reasonable in their extent (as to duration, geographical area and restrained conduct) having regard to the interests of each party to this Agreement;
  - extend no further, in any respect, than is reasonably necessary for the maintenance and protection of the business of XRii and its goodwill; and
  - do not unreasonably restrict the Referral Partner’s right to carry on the Referral Partner’s enterprise.
• Survivorship
  ‍The Referral Partner’s obligations under this clause 11 survive the termination of this Agreement for any reason.

12.Dispute Resolution Procedure

If there is a dispute between the parties relating to or arising out of this Agreement, then before commencing any court proceedings or otherwise initiating any legal action (unless the party seeks appropriate injunctive or other interlocutory relief to preserve property or rights or to avoid losses that are not compensable in damages), the parties must discuss the dispute within a reasonable period of a party notifying the other party in writing of the dispute and they must use reasonable endeavours to try to resolve the dispute. For the avoidance of doubt, this clause 12 will not affect either party’s right to terminate this Agreement in accordance with the provisions of clause 9 of this Agreement.

13. General

• Waiver
  A failure, delay, relaxation or indulgence by a party in exercising any power or right conferred on the party by this Agreement does not operate as a waiver of the power or right. Further, a single or partial exercise of the power or right does not preclude a further exercise of it or the exercise of any other power or right under this Agreement.
• Severability
  Any provision of this Agreement which is invalid in any jurisdiction must in relation to that jurisdiction be read down to the minimum extent necessary to achieve its validity, if applicable. In any other case, the provision must be severed without invalidating or affecting the remaining provisions of this Deed or the validity of that provision in any other jurisdiction.
• No assignment
  A party cannot assign or otherwise transfer the benefit of this Agreement without the prior written consent of each other party.
• No variation
  This Agreement cannot be amended or varied except in writing signed by the parties.
• Counterparts
  The parties (and any individual party) may execute this Agreement in any number of counterparts which, when taken together, constitute one instrument. The parties may exchange counterparts by scanning the entire duly executed counterpart and emailing it to the other party or parties.
• Entire agreement
  This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and supersedes all prior agreements, representations and undertakings of the parties in connection with it, subject to the provisions contained herein.
• Governing law
  This Agreement must be governed by and construed in accordance with the laws in force in Singapore. The parties submit to the exclusive jurisdiction of the courts of Singapore in respect of all matters arising out of or relating to this Agreement, its performance or subject matter.

Executed as an Agreement

EXECUTED by [XRII (AUST) L.P] ABN: 64 283 898 427:

EXECUTED by [INSERT REFERRAL PARTNER NAME]

‍

Schedule 1 - Services

Overview

An Referral Partner is responsible for identifying and engaging with Merchants with the view of signing up Merchants to become users of the XRii Business application.

For a Merchant to be allocated, the Referral Partner must complete the following onboarding process:

• Prospecting - Identification of potential new Merchants
• Approach - Contacting and engagement with potential new Merchants
• Presentation & Demonstration - Showcasing XRii Business to potential new Merchants
• Meeting / Handling Objections - Selling the benefits of XRii Business to Merchants
• XRii Business Sign Up - Ensuring all Merchant information is provided to XRii for verification and compliance
• Follow-Up – Supporting the XRii Success Team as needed in handling any questions/concerns that may arise from the new Merchants

Although the Referral Partner is expected to be the key driver of this process, the XRii team will provide guidance throughout the process; namely, the XRii Marketing Team can support with steps 3 and 4, while the XRii Success Team can support in step 6.

On occasions an Referral Partner may not feel comfortable taking a Merchant through the onboarding process, they may instead introduce the Merchant to the XRii Sales Team to drive the onboarding process. In these circumstances, the Referral Partner will be seen as a Finder, and a Merchant success fee will be agreed upon between XRii as the Referral Partner. This fee will be paid if XRii is successful in getting the Merchant actively using the XRii Business application.

‍

Protected Clients List

Subject to the below comments, the Referral Partner must place all prospective new Merchants on the Protected Clients List (PCL). Once a prospective Merchant is listed on the PCL, this sends a message to all other Referral Partners that the prospective Merchant is untouchable. Once listed, the objective is firstly, to convince these prospective Merchants to download XRii Business and complete the registration and compliance process, and secondly, to become active users of XRii Business by having vouchers redeemed through the system.

Protected Client List Rules:

• An Referral Partner can register up to 20 prospective Merchants at any one point in time. These must be entered into the XRii CRM system and approved by XRii (note that Referral Partners will only have visibility of their own “Protected Clients”).
• At its discretion, XRii management has the right to disapprove any potential Merchant put forward by an Referral Partner.
• Protected Clients may remain on the PCL for up to 60 days or until a Protected Client is either removed by an Referral Partner/XRii, or the Protected Client downloads the XRii Business application.
• If a Protected Clients lapses after sixty days or is removed by an Referral Partner/XRii, then other Referral Partners will have the opportunity of re-registering that Protected Client after another thirty days unless another member of XRii has taken up that account.
• Changes to Protected Clients on an Referral Partner’s PCL may be changed at any time as long as the maximum number does not exceed 20.
• When a Protected Client within our CRM signs up to XRii Business, they will then be allocated to the respective Referral Partner within the XRii Admin Portal. An internal XRii staff member will complete this as part of the compliance review on the Merchant. Once the Merchant is assigned to the Referral Partner, the Referral Partner is then required to enter the Splits and Allocations within their User Portal to protect future commissions. The Merchant will then be automatically removed from the PCL. Splits and Allocations have to be approved by XRii Admin before taking effect.

Schedule 2 - Fees

The Referral Partner will be entitled to the Fees set out in the following table:

‍