TERMS & CONDITIONS OF USE

Nov 2017

USE OF THIS POSPAY MOBILE APPLICATION (THE “APPLICATION”) CONSTITUTES ACCEPTANCE OF THESE TERMS OF USE (“TERMS”), AS SUCH MAY BE REVISED BY POSPAY FROM TIME TO TIME, WHICH CONSTITUTE A BINDING AGREEMENT BETWEEN THE USER (“USER”) AND ZMP PTY LTD ("POSPAY") GOVERNING THE USE OF THE APPLICATION. BY DOWNLOADING OR INSTALLING THIS APPLICATION USER ACKNOWLEDGES AND AGREES TO BE BOUND BY THESE TERMS. IF USER DOES NOT AGREE TO THESE TERMS USER SHOULD UNINSTALL THIS APPLICATION IMMEDIATELY.

Eligibility

The Application may only be used by individuals aged eighteen (13) years or older. If the User is thirteen (13) years or older but under the age of eighteen (18) years, User should review these Terms with User’s parent or guardian to make sure the User and User’s parent or guardian understand them.

Apple Terms and Conditions; PosPay Policies

These Terms supplement and incorporate (a) the Apple, Inc. (“Apple”) Terms and Conditions (located at www.apple.com/legal/itunes/us/terms.html#service) including, without limitation, the Licensed Application End User License Agreement provided therein (“Apple Terms”); and other PosPay policies (“PosPay Policies”), including the terms of use for the PosPay Website and the PosPay App, posted at www.PosPay.com.au (“PosPay Website”). If any of the provisions of the Apple Terms and Conditions or the any applicable PosPay Policies conflict with these Terms, these Terms will control, solely to the extent such terms apply to the Application.

User License

Subject to these Terms, PosPay grants the User a personal, non-exclusive, non-transferable, limited and revocable license to use the Application for personal and/or non-commercial use only on an Apple iPhone, iPad or iPod Touch (each a “Device”) on any Android device owned or controlled by User as permitted by the Usage Rules contained in the Apple Terms and in accordance with these Terms (“User License”). Any use of the Application in any other manner, including, without limitation, resale, transfer, modification or distribution of the Application or text, pictures, music, barcodes, video, data, hyperlinks, displays and other content associated with the Application (“Content”) is prohibited. This Agreement and User License also governs any updates to, or supplements or replacements for, this Application unless separate terms accompany such updates, supplements or replacements, in which case the separate terms will apply.

Online Payment

Users who download the Application to a Device may also elect to participate in certain functionality of the Application which will allow the User to make online payments in accordance with these Terms Conditions (located at http://www.PosPay.com.au)

User Information

Some functionality of the Application, including Online Payment and location based services and functionality, may require the transmission of information provided by the User including user names and passwords, addresses, e-mail addresses, financial information (such as credit card numbers), information related to a PosPay account or GPS/ bluetooth location (“User Information”). If the User uses such Application functionality, the User consents to the transmission of User Information to PosPay, its agents and/or service providers and authorizes of PosPay, its agents and/or service providers to record, process and store such User Information as necessary for the Application functionality and for purposes described in the PosPay Privacy Policy (located at http://www.PosPay.com.au/Privacy-Policy.php). The User is solely responsible for maintenance of the confidentiality and security of any User Information transmitted from or stored on a Device for purposes of the Application, including Online Payment, for all transactions and other activities undertaken with any PosPay user registered in the User’s name, whether authorized or unauthorized. The User agrees to immediately notify PosPay of any unauthorized transactions associated with the Application including Online Payment or any other breach of security. PosPay shall not be responsible for any losses arising out of the loss or theft of User Information transmitted from or stored on a Device or from unauthorized or fraudulent transactions associated with the Application.

Acceptable Use

Use by the User of the Application and any Content and User Information transmitted in connection with the Application is limited to the contemplated functionality. The User agrees that his or her use of the Application and any Content must comply with these Terms and the PosPay Policies. In no event may the Application be used in a manner that (a) harasses, abuses, stalks, threatens, defames or otherwise infringe or violate the rights of any other party (including but not limited to rights of publicity or other proprietary rights); (b) is unlawful, fraudulent or deceptive; (c) uses technology or other means to access the Application, PosPay Website or Content that is not authorized by PosPay; (d) use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," to access the Application, PosPay Website or Content; (e) attempts to introduce viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (f) attempts to gain unauthorized access to PosPay computer network or user accounts; (g) encourages conduct that would constitute a criminal offense, or that gives rise to civil liability; (h) violates these Terms; (i) attempts to damage, disable, overburden, or impair PosPay servers or networks; or (j) fails to comply with applicable third party terms (collectively “Acceptable Use”). PosPay reserves the right, in its sole discretion, to terminate any User License, terminate any User’s participation in Online Payment, remove Content or assert legal action with respect to Content or use of the Application, including Online Payment, that PosPay reasonably believes is or might be in violation of these terms of Acceptable Use or PosPay Policies including the PosPay Card Terms and Conditions, but PosPay failure or delay in taking such actions does not constitute a waiver of its rights to enforce these Terms.

Indemnification

At PosPay request, the User agrees to defend, indemnify, and hold harmless PosPay and its parent and other affiliated companies, and their employees, contractors, officers, and directors from any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, expenses (including attorney's fees) that arise from the User’s use or misuse of the Application (including Online Payment), violation of these Terms or violation of any rights of a third party. PosPay reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event the User will cooperate in asserting any available defenses. In the event of any third party claim that the Application or User’s possession and use of the Application infringes that third party’s intellectual property right, PosPay, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

No Warranties

POSPAY IS PROVIDING THE APPLICATION TO THE USER "AS IS" AND THE USER IS USING THE APPLICATION AT HIS OR HER OWN RISK. TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, POSPAY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OR CONDITIONS THAT THE APPLICATION IS MERCHANTABLE, OF SATISFACTORY QUALITY, RELIABLE, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, NON-INFRINGING OR FREE OF DEFECTS OR ERRORS OR ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, OR THAT THE USE OF THE APPLICATION BY THE USER IS IN COMPLIANCE WITH LAWS APPLICABLE TO THE USER OR THAT USER INFORMATION TRANSMITTED IN CONNECTION WITH THE APPLICATION (INCLUDING AS PART OF ONLINE PAYMENT) WILL BE SUCCESSFULLY, ACCURATELY OR SECURELY TRANSMITTED.

No Liability

TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, IN NO EVENT SHALL POSPAY AND ITS PARENT AND OTHER AFFILIATED COMPANIES (A) BE LIABLE TO THE USER WITH RESPECT TO USE OF THE APPLICATION, INCLUDING WITHOUT LIMITATION PARTICIPATION IN ONLINE PAYMENT; AND (B) BE LIABLE TO THE USER FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFI TS, LOSS, THEFT OR CORRUPTION OF USER INFORMATION, THE INABILITY TO USE THE APPLICATION OR DEVICE FAILURE OR MALFUNCTION. THE USER’S SOLE REMEDY IS TO CEASE USE OF THE APPLICATION OR TO CEASE PARTICIPATION IN ONLINE PAYMENT. TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, IN NO EVENT (BUT SUBJECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW) SHALL THE AGGREGATE LIABILITY OF POSPAY AND ITS PARENT OR OTHER AFFILIATED COMPANIES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE APPLICATION EXCEED ANY COMPENSATION THE USER PAYS, IF ANY, TO POSPAY FOR ACCESS TO OR USE OF THE APPLICATION DURING THE SIX MONTHS PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. Certain legislation, including the Trade Practices Act 1974 (Cth), may imply warranties or conditions or impose obligations upon us which cannot be excluded, restricted or modified or cannot be excluded, restricted or modified except to a limited extent. These Terms must be read subject to these statutory provisions. If these statutory provisions apply, to the extent to which PosPay are able to do so, the liability of PosPay and its affiliates under those provisions will be limited, at its option to: (1) in the case of goods, the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; and (2) in the case of services, the supplying of the services again; or the payment of the cost of having the services supplied again.

Marks, Application and Content

PosPay, the PosPay logo, and other PosPay trademarks, service marks, graphics and logos used in connection with the Application are trademarks or registered trademarks of PosPay Corporation (collectively “PosPay Marks”). Other trademarks, service marks, graphics and logos used in connection with the Application are the trademarks of their respective owners (collectively “Third Party Marks”). The PosPay Marks and Third Party Marks may not be copied, imitated or used, in whole or in part, without the prior written permission of PosPay or the applicable trademark holder. The Application and the Content are protected by copyright, trademark, patent, trade secret, international treaties, laws and other proprietary rights, and also may have security components that protect digital information only as authorized by PosPay or the owner of the Content.

Governing Law and Jurisdiction

These Terms are governed by the laws of NSW, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. The User irrevocably consents to the exclusive jurisdiction of the courts of New South Wales for purposes of any legal action arising out of or related to the use of the Application or these Terms.

Third Party Beneficiary

Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms. Upon User’s acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against User as a third party beneficiary thereof.

Changes

PosPay reserves the right to change or modify these Terms or any other PosPay policies related to use of the Application at any time and at its sole discretion by posting revisions on the PosPay Website. Continued use of the Application following the posting of these changes or modifications will constitute acceptance of such changes or modifications.

Severability

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

Contact PosPay

Any questions, complaints or claims regarding the Application should be directed to: info@pospay.com.au

Third Party Disclosure

We do not sell, trade, or otherwise transfer to outside parties your personally identifiable information unless we provide you with advance notice. This does not include website hosting partners and other parties who assist us in operating our website, conducting our business, or servicing you, so long as those parties agree to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law, enforce our site policies, or protect ours or others’ rights, property, or safety.

However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or other uses.

Third Party Links

Occasionally, at our discretion, we may include or offer third party products or services on our app. These third-party sites have separate and independent privacy policies. We therefore have no responsibility or liability for the content and activities of these linked sites. Nonetheless, we seek to protect the integrity of our site and welcome any feedback about these sites.