SHPING APP TERMS OF USE AGREEMENT

1.GENERAL

1.1 This terms of use agreement ( Terms of Use) sets out the agreement between you ( you or your) and Authenticateit Pty Ltd (ABN 30 155 162 253) trading as Shping ( Shping, us, we or our) in relation to your use of the Shping smartphone application ( app). If you decide to download and/or use the app, you are bound by this agreement. If you do not agree to these Terms of Use, do not download or use the app.

1.2 The app is designed and built to empower customers with a fast and convenient way to retrieve and obtain product related information by either scanning an industry standard product’ s barcode or entering the product’s barcode and or other alphanumerical identifiers into the app. In addition, the app may provide additional services for selected products (if available), including but not limited to, authenticity checks, product recall notifications, verification of product recall status, providing product related information, warranty activation, receipt storage, social media integration with participating brands or retailers, product rating, review and feedback and the ability for users to upload product information to Shping’s product database, together with such other services as Shping may introduce from time to time. You may also be able to earn rewards known as “ Shping Coins” for particular actions performed while using the app. The services accessible via the app are referred to herein as the “ Services”. Shping reserves the right to alter, modify or discontinue any or all Services at any time and without notification as it sees fit.

1.3 By downloading the app you agree to be bound by this agreement. your download and use of the app and its software, and your use of the Services, is governed by this agreement and Shping’s Privacy Policy http://www.shping.com/privacy.html, which is incorporated by reference. Shping may from time to time update or modify this agreement or its Privacy Policy. These changes will be noted on the Shping website and your continued use of the app will amount to your consent to any such updated or modified agreement or Privacy Policy.

1.4 You are responsible for ensuring that any person that uses the app on any device to which you have downloaded or installed the app, or if someone logs in using your login details, uses an email address or mobile number registered by you to create Shping account complies with this agreement as though that person was a party to this agreement and you hereby indemnify Shping in relation to any cost, loss or expense suffered or incurred by Shping in relation to any action or inaction of such a person that would amount to a breach of this agreement if performed by you.

1.5 This agreement governs software updates to the app unless such upgrade is accompanied by a separate license in which case the terms of that license will take priority over the terms of this agreement.

1.6 You represent and warrant to Shping and Shping’s Related Bodies that:

(a) your use of the app or Services have not been previously suspended by Shping (where this suspension was not removed);

(b) if you are an employee of Shping or provide services to Shping, that your use and access of the app is and shall be the same as any third party user, such that your use and access shall be without any reference to or entitlement to access Shping’ s systems or information concerning Shping, its systems and intellectual property or the app;

(c) you are not a direct competitor (or employed or engaged by or involved in any way with a director competitor) of Shping or our products and/or services;

(d) you do not have more than one account for the app at any given time (acknowledging that the app may be used on more than one linked device); and

(e) you have full power and authority to enter into this agreement.

1.7 You agree that this agreement constitutes a binding agreement between you, Shping and Shping’s related bodies corporate ( Shping Related Bodies). By using the app you consent to the use of information you provide for Shping’ s use and for the use by Shping approved third parties.

1.8 Please download and use the app only if you have read, understood and agree to the following terms. All rights not expressly stated by Shping are reserved.

2.APP LICENSE

2.1 The rights in and to the app are licensed to you, not sold. Subject to the terms of this agreement, Shping grants you a non-transferable, non-exclusive, fully paid and royalty-free, worldwide licence (without the right to sub-licence) to install and use one copy of the app on the Smartphone device that you own or lease on which you download and install the app ( your Device). To avoid any doubt, you are not entitled to install the app on any device that is not a Smartphone device, irrespective of whether or not the app is capable of being installed on any such device.

2.2 You must not and agree not to, and not enable or procure others to:

(a) duplicate, copy, reproduce or distribute the app or any part of the app including any coding of the app, except as necessary to use it on your Device;

(b) other than as permitted by applicable laws, modify, translate, make derivative works from, disassemble, reverse compile or reverse engineer any part of the app for any purpose including but not limited to in order to build a similar or competitive product; or

(c) remove, deface or destroy any copyright or other rights notices used on, or in connection with the app, and you acknowledge that any attempt to do so is a violation of the rights of Shping.

3.USE OF APP

3.1 Except as provided herein, you may not use the app outside the context of its intended use as part of the license granted to you or otherwise under this agreement.

3.2 You will need to enable location services on your Device in order for the app to operate correctly. Failure to do so may result in the app not operating correctly or at all or providing incorrect results. Shping is not responsible for any incorrect results or operational issues with the app if location services are not enabled.

3.3 In the event your Device is lost or stolen it is your responsibility to inform Shping. Shping will not be responsible for, and you indemnify Shping against, any use of the app on your Device by any person that would amount to a breach of your obligations under this agreement.

3.4 During your use of the app and the Services you undertake that you will not:

(a) infringe any third party rights; or

(b) use the app or any of its functionalities or Services for any illegal or criminal purpose or for any purpose that is, in the opinion of Shping, immoral or improper.

3.5 The app is not intended for people under the age of 16. Shping does not intentionally or knowingly make the app available to people under the age of 16. If you are under the age of 16 you must not use the app and are prohibited from installing the app and if installed, you must delete the app immediately.

3.6 Notwithstanding clause 3.5, you must ensure that the app is not used by any person under the age of 16 for any purpose and indemnify Shping against and with respect to any cost, loss or damage suffered or incurred by Shping as a result of or in connection with any use of the app downloaded to your Device by a person under the age of 16. Shping reserves the right to suspend or terminate your usage of the app if you violate this clause.

3.7 Any publication or use of any information derived by Shping from your use of the app (your Data) is at your risk and you agree that:

(a) while you own your Data, by downloading and using the app you grant to Shping a perpetual, transferable and royalty-free licence to use your Data;

(b) use of your Data on third party sites ( Third Party Site) is at your sole risk and is your responsibility. Information that you publish or post on any Third Party Site will be handled by that third party in accordance with Third Party Site policies, including their privacy policy. Shping recommends that you make yourself familiar with the terms and conditions governing their use of your Data. Shping disclaims all responsibility and liability for the use of your Data or personal information used and provided to a Third Party Site;

(c) it is your responsibility to monitor the usage of your Data, including the unauthorized, illegal or offensive use of your Data by any Third Party Site or third party user;

(d) Shping assumes no responsibility for identifying or requiring the removal of your Data from any Third Party Sites (such as social networking sites) where your Data is published or used when such authority for its use was not granted or approved by Shping; and

(e) any information or data obtained or used by you in connection with the app that does not comprise your Data is the property of Shping and/or its suppliers and service providers. you must not use such information or data except in accordance with this agreement.

3.8 In addition to any other obligations under these Terms of Use, you agree that:

(a) the app may be downloaded from iTunes for apple, Google Play, Myapp (Tencent) 腾 讯应用宝, 360 Mobile Assistant 360手机助手, Baidu Mobile Assistant 百度手机助手, Xiaomi app Store 小米应用商店 and Wandoujia 豌豆荚 for Android, and such other sites and locations as Shping may make available from time to time;

(b) for continued use of the app, all app updates should be downloaded and installed when they become available;

(c) you will use the app consistently with Shping’ s Fair Usage Policy set out below;

(d) in order for the app to operate effectively in providing relevant product information including verifying the authenticity of products, you may be required to check that verification against the product description and your location. Failure to perform such a check or providing any false or inaccurate information in performing such a check may render the app unable to accurately verify the authenticity of a product and/or may produce an inaccurate result. Shping disclaims all liability and is not responsible for any decision made by you to purchase a product in reliance on an inaccurate result in such circumstances;

(e) you have the option to, report via the reporting functionality in the app, any potential unauthorised sales of products or any inaccuracy or error in any product description, certification or other information concerning products that you become aware of;

(f) for products where brand owners have enabled such option, you may be able to activate your warranty and or register the ownership of your item upon purchase through the app. To activate your warranty and or register your item you must comply with all relevant requirements of prompts embedded in the app. Shping disclaims all liability and is not responsible for any ineffective registration of ownership of products;

(g) all product and other information provided to you through the app is provided by third parties and not by Shping. Shping and the app is a mere conduit for the provision of such information and is not a seller or reseller of any products scanned by you using the app. To the extent permissible by law, Shping is not responsible for, and you shall not claim against Shping any amounts, losses (including consequential losses), costs, refunds or credits in relation to any products that you decide to purchase after scanning them using the app, including but not limited to make any claims for amounts, refunds or credits on the basis that the product purchased by you was defective, not fit for its intended purpose or you otherwise are entitled at law to seek redress in relation to the purchased product;

(h) sub-clause (g) above covers, without limitation, situations where the information provided by third parties to Shping is false, misleading, incorrect, does not cover matters relevant to your propose purchase or a product or out of date, or where a product has been recalled but Shping has not been made aware of the product recall; and

(i) The app enables brand owners, retailers and other Shping partners to send push notification “shoutouts” to consumers (including you). you have the option to opt out of receiving those notifications either entirely or selectively.

(j) Shping will send App related communication to your nominated email address, as well as push notifications "shoutouts" to your mobile device. You have the option to opt-out of receiving these notifications.

3.9 Your use of the app is subject to you complying with Shping’s Fair Usage Policy. Such policy is that you must:

(a) only use the app and in particular scan products using the app where you have a genuine and bona fide intention of purchasing the product you are scanning;

(b) scan at least 80% of products that you scan at the retail store of purchase;

(c) only use the app to review any product purchased;

(d) scan no more that 1,000 products in a calendar month;

(e) scan barcodes of the physical product, scanning photos of the barcode or other digital image of barcode is prohibited;

(f) scan products that only fit the user profile;

(g) act honestly, diligently and use your best endeavours to ensure that all information concerning a product or products that you upload to Shping’s database using the app is accurate and up to date; and

(h) not make any dishonest, untrue, disparaging or offensive statements or comments concerning any product that you scan or any of Shping’ s brand partners on any platform maintained by Shping or any other social media platform.

3.10 If we detect that a user will or already has breached the Fair Usage Policy, we may suspend the user from some or all features of the app or the Services. Shping may send a warning message when a user is at risk of being restricted, and then restrict that user account for a period of 30 days. In the case of a second restriction for a user, the account may be restricted for a longer period or permanently at Shping’s sole discretion.

3.11 If we believe that you have breached the “Fair Usage Policy”, then without limitation to Shping’ s rights generally, Shping reserves the right to:

(a) request evidence or proof of purchase in order to verify that you have purchased any product(s) that you have scanned;

(b) reverse, clawback, confiscate or demand return of any Shping Coins earned and or accumulated by you or standing to your benefit;

(c) suspend or terminate your use of the app; and/or

(d) take such other action as Shping considers appropriate in the circumstances.

3.12 If you plan to sell products which you have previously purchased and registered with Shping using the Services as a second hand item via eBay or any similar online retailer, reseller or auction house products then:

(a) for a fee payable to Shping, you may upgrade your account with Shping so that the products’ image with the embedded unique product identifier GS1 Datamatrix barcode can be generated downloadable for you to use to market your product on the ecommerce sites. Shping may ask you to provide additional information to facilitate product authentication when sold as a second hand to third parties; and

(b) you consent to Shping disclosing your personal information provided to Shping and embedded into your products’ ‘GS1 Datamatrix’ barcode or other form of identifier for this purpose to potential purchasers.

3.13 You must not transfer or permit or procure any other person to transfer a unique product identifier from a genuine item to a counterfeit item. Doing so is a breach of this agreement, and will result in this agreement being terminated without notice and may expose you to criminal prosecution.

3.14 Any Services you have paid for, where the service was faulty or not properly delivered, and where you have raised this issue not later than 60 days after making the payment would entitle you to a refund otherwise refunds are generally not available and may only be made at the absolute discretion of Shping.

3.15 By downloading and using the app you consent your activity profile and information being provided to businesses which use social and other advertising to target specific consumers.

3.16 Shping may request from you additional information or request additional verification steps such as SMS verification, and other steps that may be required by KYC-AML requirements imposed by regulation on Shping or any exchange it operates on as a requirement to use some or all features of the app or the Services.

3.17 Shping may ask you to link the app to your social media profiles such as Google, Facebook, VK etc in order to properly or fully deliver some of the Services.

4.SHPING COINS

4.1 You may earn Shping Coins by scanning products (consistently with your obligations under this agreement) and by interacting with the app in other ways and as otherwise indicated the app, as explained below.

4.2 When you earn Shping Coins they are first stored in a shared transit account. This account is owned and controlled by Shping and tracks your Shping Coin entitlements.

4.3 you may withdraw your coins by moving them to your personal ERC20 wallet. When transferring Shping Coins the user incurs a fee called “GAS”. The GAS fee is paid to the Etherium blockchain platform to update the ownership records of the Shping Coins.

4.4 You may transfer Shping Coins to your own ERC20 digital wallet. Each transfer from the Shping Transit account to your own digital wallet will incur a fee. Such a fee may need to be paid by the user in ETH cryptocurrency or may be deducted in equivalent Shping Coin amount based on the exchange rate available to Shping. If fee is deducted from the amount transferred, then the amount received would be less then the amount requested to be transferred. Shping or its affiliates or business partners are not responsible for the security of Shping Coins while they are stored on Shping transit account or while they are transferred to your own wallet at your request. You are held responsible to enter the correct wallet address when transferring Shping Coins from the Shping transit account. you acknowledge that there are no mechanisms to reverse any transfer made to the wrong digital wallet account.

4.5 While keeping coins in the transit account Shping may provide you with additional benefits. For example, Shping may upgrade your tier status and/or allow you to spend or donate your Shping Coins to other System or app users. While Shping takes all the necessary measures to keep the transit account secure, you acknowledge that there is risk of hacking or theft to the account. In order to reduce this risk, we encourage you to keep Shping Coins in your own personal wallet. Should Shping Coins be stolen form the transit account the amount stolen will be deducted from all users balances on an equal basis.

4.6 You may leverage integration of Shping with one or a number of Cryptocurrency exchanges and when available in your area to request Shping to list your earned Shping Coins on your behalf on a Cryptocurrency exchange at the highest bit available at the time of the listing, Shping will list your Shping Coins and would request to exchange them for the currency of your choice if that currency is also supported by that exchange and further request that exchange to transfer you the received proceeds from such sale. You accept that described exchange of your Shping Coins is subject to the terms and conditions of the relevant Cryptocurrency exchanges https://blockbid.io/terms and https://cobinhood.com/terms. Shping may also provide you with the terms and conditions of other Cryptocurrency exchanges used in relation to such sales and may apply monthly limits to the dollar value of such sales.

4.7 Shping accepts no liability and is not responsible for the exchange rate for the sale of your Shping Coins and agrees to disclose particulars of any transaction upon request from you where Shping has sold Shping Coins on your behalf. Shping will charge merchant fees and administration fees to sell Shping Coins where requested which will be deducted from the sale proceeds. you are responsible for reviewing and understanding any access and/or terms and conditions of the Cryptocurrency exchange in relation to this sale. Further, if required by KYC or AML regulation, Shping will provide information about you to those or other relevant regulatory organisations.

4.8 Shping does not warrant that any Shping Coins can be sold nor that they preserve specific or any value and that they can be sold or otherwise traded.

4.9 You acknowledge that you should obtain independent legal advice prior to purchasing or acquiring any Shping Coins and Shping does not warrant or otherwise confirm that Shping Coins may be legally purchased, sold or owned by the you in the jurisdiction where you conduct your activities or use the app or the Services.

4.10 Shping and or its affiliates or business partners reserves the right to change, add or remove any methods of earning, storing and transferring Shping Coins or other awards, for any reason and without notice to you, in its sole discretion and at any time. Shping further reserves the right to verify any of your actions that would entitle you to receive Shping Coins. Pending verification, your Shping Coins earned will be suspended and not available to you until and unless the verification is positive.

4.11 Shping’ s Shping Coins program lets you earn Shping Coins by using the app’ s scanning function and your Device’ s to scan eligible products’ bar codes while at the eligible store. The scan must be for a purpose contemplated by this agreement.

4.12 By participating in Shping’ s Shping Coins program, you agree that the app may access your Devices and that Shping may review the scans made by your Device. Limiting the app’s to access to your Device may result in your participation in Shping Coins program being suspended. Shping does not guarantee that products will always be available for scanning at published locations (for example a vendor may pull products from its shelves, a product may be out of stock, etc.), or that barcode can be capable of being scanned or barcode related information will always be accurate. Shping disclaims all responsibility for any failed scanning experiences or errors or mistakes occurring during a scanning attempt.

4.13 Shping and its affiliates or business partners from time to time may also provide various other ways for you to earn Shping Coins, for example, providing, adding or correcting information or feedback in relation to scanned products, adding new products and product information to the app, having added products or related information viewed by other users, completing product surveys, watching videos or interacting with social media via the app (such as following participating brands or products). From time to time, Shping and or its affiliates or business partners may announce the actions you can take to earn additional Shping Coins. This information may be communicated to you through the app.

4.14 If you add new products, or add, correct or provide new information in relation to existing products, then you warrant that the product details and all information concerning the product that you provide is true and correct. You further warrant that any information or media (such as photographs) that you upload or provide does not infringe the intellectual property rights, and further hereby indemnify Shping and its partners and affiliates against any loss, cost or expense in the event of any such infringement. Doing so may further disentitle you to receive or result in the cancellation of some of all Shping Coins received by you or suspension or termination of your usage of the app.

4.15 By participating in these programs, you agree that the app may access information about the action you take within the app, such as the video you watch or the survey to which you respond, or which items you intend to buy or have bought, and other relevant information. Shping may use this information to provide a more personalized experience or allow its affiliates or business partners to do so. In addition, as applicable, you agree that the app may access your phone or device’ s camera and that Shping and its vendors, partners, and clients may review the submissions made by your device. you agree to use the app and these programs only for the actions required.

4.16 Shping is not liable for any failure to award Shping Coins, including due to the inaccuracy of the information Shping may receive from participating product suppliers or because of a Shping Coins or other awards allocation having previously been fully distributed to other account holders. you agree that Shping is under no obligation to notify you when an allocation of Shping Coins for distribution under this program has reached a zero balance for any given product, and Shping Coins will be distributed on a “first come, first served” basis.

4.17 Shping is not liable for a failure to award Shping Coins, including due to errors in your Device or mobile network, failing to complete the actions, failure to follow the stated directions or due to the inaccuracy or illegibility of the receipt submitted.

4.18 If you believe that Shping Coins or other awards were not properly accrued to your account, please notify Shping within 30 days of when you think the error occurred. Allow 30 days for any claims to be researched and corrected as needed. Shping’ s determination will be final. Shping cannot guarantee that Shping Coins or other awards you believe should have been accrued can be credited to you later, if Shping cannot determine the precise location you were in, or the action you took on the app at the time when you believe the Shping Coins or other awards should have been credited. Among other reasons, technical problems with a walk-in or scanning system or verification of transaction information may result in your action not being detected or verified accurately by the app. Neither Shping nor its affiliates or business partners can be held liable for your inability to accrue Shping Coins or other awards in such event.

4.19 Shping cannot guarantee the value of the Shping Coin at the time when you may wish to exchange Shping Coins to other Cryptocurrency or fiat currency. Shping does not guarantee that user may even be able to exchange Shping Coins at all or that Shping coin would still be listed on the exchanges.

4.20 Shping reserves the right to introduce new rules or modify its rules as its sole discretion that may limit the way Shping Coins may be earned.

4.21 If Shping suspects that any user is breaching these Terms of Use including the Fair Usage Policy it reserves the right to block user access to Shping Coins earned and will investigate the matter. If Shping determined at its sole discretion that there is a breach it reserves the right to claw back or confiscate any earned Shping Coins and seek compensation for Shping Coins already transferred.

5.USER STATUS LEVELS

5.1 The app provides for five user status levels – Basic, Bronze, Silver, Gold and Platinum. Each level is higher than the last. Your user status will depend on the extent to which you use the app and you will initially have the Basic user status.

5.2 Users who use the app regularly and accurately will be entitled to have their user status upgraded. The amount of use of the app that entitles users to receive an upgrade will be determined from time to time by Shping in its absolute discretion. Users whose status level is above Basic are considered to be active users.

5.3 Without limiting Shping’ s discretion, the following table sets out the eligibility criteria for each user status:

Basic Bronze Silver Gold Platinum
Scans of unique numbered barcodes per month - 20 80 200 300
Completed Quizzes/reviews per calendar month - 5 10
OR, value of Shping Coins held by users in their Shping app profile USD 500 USD 1000

5.4 Users that do not use the app regularly, or whom enter inaccurate information with respect to products, may have their user status downgraded. The circumstances in which a user status may be downgraded will be determined from time to time by Shping in its absolute discretion. Without limiting the aforesaid, users who do not scan minimum numbered barcodes at retail stores for the period set out in the following table will have their user status downgraded one level:

Basic Bronze Silver Gold Platinum
Cumulative number of Days with no Scans per calendar month - 20 15 10 5

5.5 SHPING may not upgrade You, and may downgrade You to a lower status level if at any time You have less than the minimum number of active Shping Buddies (on any status level other than Basic) applicable to Your status level linked to your App. The required number of linked Shping Buddies to be eligible for different statuses are set out in the table below:

Basic Bronze Silver Gold Platinum
Active Shping Buddies - 2 5 10 30+

5.6 Shping shall determine, in its absolute discretion, the benefits, preferences and entitlements that come with having a higher user status than Basic. This information will be made available via the app and is subject to change without prior notice. Shping would not upgrade or downgrade your status more then by one level per month. Shping may automatically upgrade you to a Gold or Platinum level if your Shping Coin balance above an agreed threshold or you have been granted Platinum level for life as part of the token sale event.

5.7 Shping’ s decisions and determinations concerning your user status are in its sole discretion and are final. you acknowledge that holding a user status above Basic is a privilege and not a right. Failure to comply with all of your obligations under this agreement and in relation to the app may result in any higher user status that you hold being revoked.

5.8 Users who contribute information such as product reviews, lifehacks undertaking product research under the program of Product WIKI regularly and accurately will be entitled to have their contributor status upgraded. By moving to the next contributor status level, you may be granted new capabilities and tools. The amount of use of the app that entitles users to receive an upgrade will be determined from time to time by Shping in its absolute discretion. Users whose status level is above “Newbie” are considered to be an active contributor. Shping also reserve the right to invite you or you can seek to become a join Shping as a contributor of a specific level Shping will make the determination and will either accept or reject your request at its own discretion.

5.9 Shping may not upgrade you, and may downgrade you to a lower contributor status level if at any time your contribution volume or circumstances are bellow requirements for the specific tier. Accuracy is determined at the sole discretion of Shping by the percentage of the new product and data field contributed or corrected in the Shping system in comparison to the total number of new product or data fields entered or corrected while like/dislike ration is derived from activity of the the app users. The required number of contributions and accuracy are set out in the table below:

Newbie Expert Guru
Contributions per month - >5 >10 (per industry)
Like-Dislike ratio >90%-<10% >90%-<10%
Cumulative social media following 5000

5.10 If you are Newbie tier you would be limited to text and photo reviews, while “Expert” and “Guru” contributors able to also upload videos as part of their reviews. The Expert tier will have an option of getting donations from other consumers those who liked their reviews while the Guru tier will be able to activate pay per view option and charge Shping app users to watch their review at their discretion. Shping may recall any tier status if we believe that contribution made by contributor goes against company policies of vision.

5.11 If Shping determines at its discretion that your activity is misleading or disadvantaging any end consumer in any way, or you are making claims that cannot be supported or you otherwise breach these Terms of Use Shping reserves the right to remove your reviews or suspend or terminate your account. If your account is suspended Shping may freeze your account balance and confiscate your coins on terms it considers appropriate at its discretion.

6.SHPING BUDDIES AND SHPING BUDDY BONUS COINS

6.1 Users (including you) have the option of inviting other Users to use the app and to link them to your use of the app as a “Shping Buddy”. Each added Shping Buddy would earn you additional Shping Coins.

6.2 You can only earn additional Shping Coins once per unique invited User.

7.REPRESENTATIONS

7.1 To the extent permitted by law, the app is provided to you on an “as is” basis and may contain errors, faults and inaccuracies and may not be complete and current. Shping makes no representations or warranties of any kind, express or implied as to the operation or suitability of the app.

7.2 Shping makes no representations or warranties of any kind, express or implied with respect to the availability, performance, security, characteristics or operation of the app, and, to the extent permitted by law, will not be responsible for breach of any such express or implied term or representation should such express or implied term or representation be found or deemed to exist.

7.3 you acknowledge and agree that your right to use the app may be suspended or terminated if you breach any of these terms of this agreement.

8.LOCATION DATA

8.1 Shping may provide certain features of the app or Services that use and /or rely upon location information. To provide such features and Services, Shping may transmit, collect, maintain, process and use your location data.

8.2 you agree and consent to Shping using and/ or collecting your location data for the purpose of performing the Services. you may withdraw this consent at any time by switching off the location based services setting on your Device. you acknowledge that in doing so, however, that the app may not function according to its full capacity.

8.3 To the extent permissible by law you agree and consent to Shping disclosing your location data to a third party, and to that third party accessing and using your Device, in connection with the performance of the Services by or on behalf of Shping.

9.PRIVACY

9.1 Shping takes its obligation to protect your privacy and personal information seriously. Shping is bound by the terms of its Privacy Policy and will manage your personal information in accordance with its Privacy Policy.

10.INTELLECTUAL PROPERTY

10.1 All information of a confidential nature disclosed by Shping to you either under this agreement or in accessing or using the app, is confidential to Shping and must not be disclosed by you to any third party.

10.2 The app logo and Shping brand are trademarks, service marks, registered trademarks, copyrights or other intellectual property of Shping and Shping Related Bodies (Shping IP). Shping and/or the Shping Related Bodies own all of the Shping IP under this agreement. you may not use or display any Shping IP during the course of your use of the app and Services, or in connection with the access or use of the Shping website, without Shping’ s prior written consent (which may be withheld in its absolute discretion).

10.3 The app and its content are protected by copyright, trade mark and other intellectual property laws. you acknowledge that:

(a) all intellectual property rights in the app and its content throughout the world belong to Shping and/or the Shping Related Bodies or their suppliers or affiliates;

(b) this agreement does not transfer any title to intellectual property in the app and its content to you; and

(c) your only rights in respect of the app and its content and the Services are as set out in this agreement.

11.LIMITATIONS OF LIABILITY

11.1 In this clause a reference to “Shping” is a reference to and includes Shping, any Shping Related Bodies and each of their directors, officers, employees, agents, contractors, successors or assigns.

11.2 You agree that your access to, purchases or supplies under, and use of the app and Services, is subject to this agreement and is at your sole risk

11.3 TTo the extent permitted by law, and except as expressly stated otherwise in this agreement, Shping will not be liable for any damages, economic loss or other loss whatsoever arising out of, or in any way related to, your use of the app and the Services. This limitation applies to direct, indirect, consequential, exemplary, incidental, special, punitive or any other losses or damages that you or others may suffer, including damages for loss of profits, goodwill, use, business interruption or the loss of data or information.

11.4 The limitation of liability in clause 11.3 applies whether the claim is in contract, statute, tort (including without limitation, negligence) or equity and even if Shping has been notified of the possibility of such loss or damage. you agree that Shping’ s liability, if any, to you at law will be reduced by the extent to which you contributed to the loss.

11.5 To the extent permitted by law, you agree that Shping will not be responsible or liable for any modification, interruption, suspension or discontinuation of the app, any technical faults which impact on the availability or use of the app whatsoever.

11.6 Certain legislation may impose guarantees or obligations upon Shping which cannot be excluded, restricted or modified or cannot be excluded, restricted or modified except to a limited extent.

11.7 You agree to reimburse Shping for and indemnify Shping with respect to all expenses (including legal costs and all expenses), losses and liabilities of any nature or description it may incur either directly or indirectly as a result of:

(a) your breach of any term of this agreement;

(b) any third party claim brought against Shping in respect of your download or use of the app; or

(c) you bringing a claim against Shping when you have agreed not to do so.

12.INDEMNITY

12.1 You indemnify Shping in respect of any liability incurred by Shping for any loss, cost, damage or expense howsoever caused, or suffered by Shping as a result of your negligence, wilful misconduct or breach of this agreement.

13.TERMINATION

13.1 Shping may, in its sole discretion, temporarily or permanently suspend or terminate the rights granted to you under this agreement if Shping suspects that you are not complying with the terms of this agreement. Shping also reserves the right to otherwise restrict, suspend or terminate your ability to access or use the app if it determines in its sole discretion that you pose a threat to the app or its users or that your conduct is inconsistent with Shping’s brand values. Shping will not be liable for any cost, expense or damages whatsoever for termination of this agreement.

13.2 If this agreement is terminated, the parties are released from the obligations to continue to perform under this agreement, except those obligations that expressly or by their nature, survive termination and each party retains the rights and claims it has against the other party for any past breach of this agreement.

14.END-USER TERMS FOR USERS OF APPLE

14.1 You acknowledge and agree that:

(a) this agreement is concluded between you and Shping, not you and apple, Inc (apple));

(b) Shping and its licensors, and not apple, are solely responsible for the app;

(c) apple has no responsibility whatsoever to furnish any maintenance and support services with respect to the app;

(d) in the event of any failure of the app to conform to any applicable warranty, you may notify apple and apple will refund the purchase price (if any) you paid for the app;

(e) to the maximum extent permitted by applicable law, apple will have no other warranty obligation whatsoever with respect to the app, and apple have no responsibility for any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty;

(f) apple is not responsible for addressing any claims that you or any third party make relating to the app or your possession and/or use of that app including:

  1. product liability claims;

  2. any claim that the App fails to conform to any applicable legal or regulatory requirement; and

  3. claims arising under consumer protection or similar legislation.

(g) apple will have no responsibility whatsoever for the investigation, defence, settlement or discharge of any third party claim that the app infringes that third party’ s intellectual property rights;

(h) you will comply with any relevant third party terms of agreement when using the app; and apple and its subsidiaries are third party beneficiaries of this agreement and, upon your acceptance of this agreement, apple will have the right (and will be deemed to have accepted the right) as a third party beneficiary to enforce this agreement against you.

14.2 You represent and warrant that:

(a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and

(b) you are not listed on any U.S. Government list of prohibited or restricted parties.

15.GENERAL PROVISIONS AND INTERPRETATION

15.1 This agreement is governed by the laws of Victoria, Australia and you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Victoria, Australia and waive any claim or objection based on absence of jurisdiction or inconvenient forum.

15.2 Shping will not be liable for any delay or failure to perform any of its obligations under this agreement if such delay or failure is due to a force majeure event including strikes, riots fire, explosions, acts of God, war, governmental action or any other cause which is beyond Shping’ s control.

15.3 If a provision of this agreement is invalid or unenforceable it will be read down or severed to the minimum extent of the invalidity and unenforceability and the remaining provisions will remain in full force.

15.4 Shping may freely assign this agreement and the rights grants hereunder without restrictions. you will not assign, novate or otherwise transfer any rights granted to you or any of its duties hereunder without the prior written consent of Shping. Any attempt by you to do so will be void and of no effect.

15.5 In the event that any provisions of this agreement are held to be invalid or unenforceable, the remaining provisions of this agreement will remain in full force and effect.

15.6 The failure of Shping to enforce any right or provision of this agreement will not be deemed a waiver of such right or provision.

15.7 This agreement, and documents incorporated by reference into this agreement, represents the entire agreement of the parties and supersedes all other representations, negotiations, arrangements, communications, understandings or agreements, whether written or oral.

15.8 Nothing in this agreement shall constitute a partnership or joint venture between you and Shping.

15.9 The headings are for convenience only and do not affect the interpretation of this agreement.

15.10 The words “including” or “includes” means “including, but not limited to”, or “includes, without limitation” respectively.

15.11 The rights, remedies and powers of the parties under this agreement are cumulative and do not exclude any other rights, remedies and powers.

16.CONTACT AND VIOLATIONS

16.1 Shping is responsible for addressing any questions, comments or claims relating to the app and your use of the app. If you have any comments, questions, complaints relating to the app, or would like to report a violation of any of the terms of this agreement, please contact Shping as per the below contact details:

    Authenticateit Pty Ltd (ABN 30 155 162 253) trading as Shping
    Level 2, 10 Queens Rd
    Melbourne 3004
    AUSTRALIA

Shping customer service team’s may be contacted on 03 9924 4405 for Australia and +61 3 9924 4405 for overseas callers.



SHPING SYSTEM - BUSINESS USERS TERMS OF USE

1.Summary

1.1 This Agreement governs your use of the Services and forms a binding contractual agreement between you, as a System User of our Services, and Authenticateit Pty Ltd (ABN 30 155 162 253) t/as Shping the particulars of which are detailed at Schedule 1 and is the provider of the Services.

1.2 These Terms of Use are important and must be read carefully. By using the Services as a System User you warrant to Shping that you understand this Agreement and that you agree to be bound by it. If you do not agree to the terms of this Agreement, do not use the Services.

1.3 All defined terms used in this Agreement are defined in clause 20 of this Agreement.

2.The Services

2.1 Shping owns or has the right to operate and license the use of the System, which contains various functionality in respect of goods.

2.2 The functionality accessible from the System in respect of the goods depends upon the Modules subscribed for by the System User and capabilities of System Users.

2.3 The System User wishes to access and use the Selected Modules of the System and receive related Services in respect of the Selected Modules, and Shping has agreed to provide the Services, and to grant the System User a personal, non-exclusive, non-transferable licence to access and use the Selected Modules of the System during the Term, on the terms and subject to the terms and conditions set out in this Agreement.

2.4 System Users use and access the System and the Selected Modules for the purpose of a Project. That Project might be the System User’s Project, or might be the Project of another party (or multiple Projects of a number of different parties).

2.4 Where the System User enters into this Agreement for the purpose of another party’s Project, then the System User will be considered to be an Invited System User for the purpose of that party’s Project. Similarly, if the System User has requested that other parties use and access the System and the Selected Modules for the purpose of the Project, then those parties are Invited System Users for the purpose of this Agreement and for the Project. In that context, the System User could enter into this Agreement for the purpose of its own Project, or for the purpose of being an Invited System User with respect to another party’s Project. This Agreement is intended to cover the rights and responsibilities of the System User’s access and use of the System and the Selected Modules in either capacity.

2.5 The extent of access and use of the System and the Selected Modules of any System User and any Invited System User is at all times defined by the User Capacity in which the System User or the Invited System User accesses and uses the System and the Selected Modules. In other words, a System User might use and access the System and the Selected Modules on one User Capacity for the purpose of its own Project, but in a different User Capacity as the Invited System User of another party for the purpose of that party’s Project. It is the responsibility of the System User at all times to ensure that the User Capacity or Capacities under which it accesses and uses the System and the Selected Modules is correct and up to date, as the extent of use and access, and the Fees payable, depend on the accuracy of such User Capacities.

3.Modules

3.1 The System User acknowledges that they have selected the specific Modules that it wishes to access during the term of this Agreement and have notified such selection to Shping (being the Selected Modules). The same Modules will also apply to an Invited System User.

3.2 Provided that it is not in default of any obligation under this Agreement, and subject to any minimum notice periods that may be required by Shping, the System User may at any time by notice to Shping select additional Modules (including upgrading any Modules) or deselect Modules then being accessed. The Fees (including any applicable upgrade Fees) payable by the System User hereunder shall be calculated and adjusted as necessary to reflect the System User’s selections or de-selections.

3.3 The Modules selected by the System User at any point in time during the term of this Agreement are referred to as the Selected Modules.

3.4 The System User acknowledges that Shping may, at any time and at its sole discretion, alter, augment, improve, scale, reduce, limit, replace, suspend (whether temporarily or permanently) or cancel any Module or the functionality of any Module or Invited System User rights. If a Selected Module is cancelled or suspended by Shping (except by reason of any breach of this Agreement by the System User) then the Fee payable (if any) with respect to such Selected Module shall abate for the period of suspension or cancellation.

4.System Users

4.1 By selecting and using the Selected Modules and receiving related Services, and by accepting this Agreement, the System User has agreed to be bound by this Agreement in accordance with its terms in connection with its use of the Selected Modules and related Services.

4.1 The System User further acknowledges and warrants to Shping that, by accepting this Agreement in the manner provided for on Shping’s website, it has:

(a) read this Agreement and understands its terms and conditions and its obligations imposed on the System User herein;

(b) has obtained legal advice in relation to the terms of this Agreement, or alternatively had the opportunity to but elected not to obtain any such legal advice.

4.2 The System User acknowledges that the effectiveness of the System depends upon the marketing strategy of the System User. For example, System User may need to market the service to its consumers in order to facilitate greater take up and engagement

4.3 The System User acknowledges and agrees that the effectiveness of the System and the Selected Modules is dependent on the System User and its Invited System Users participating in and using the System and the Selected Modules in accordance with their intended purposes and with any reasonable and lawful requests put to them by Shping.

4.4 Accordingly the System User:

(a) where applicable must require all Invited System Users to use the System and the Selected Modules in relation to data sourcing and entry;

(b) will also encourage any Invited System User to accept and comply with the terms and conditions of Shping in relation to their access to and use of the System and the Selected Modules. While that direct arrangement remains on foot, any sub-licence granted by the System User to Invited System Users under 14.1(b) will be suspended and the direct arrangement between Shping and that Invited System User as referred to in this clause 4.4(b) will apply;

(c) acknowledges that an Invited System User might already have entered into a System Agreement with Shping (for example, in relation to the Project of a different System User) and that while that System Agreement shall apply for the purpose of that Invited System User’s use and access to the System for the System User’s Project, the System User is nonetheless responsible for ensuring that the System Agreement of such Invited System User is acceptable for and in the context of the Project, having regard to the User Capacity of the relevant Invited System User.

4.5 The System User must, and warrants to Shping that all of the Invited System Users (irrespective of whether or not such Invited System User have entered into their own System Agreements with Shping) and any person that uses the System via the login details of the System User, will at all times:

(a) have read and understood this Agreement and agreed to be bound by its terms;

(b) use the System and the Selected Modules only for the Specified Purpose and within the any limitations imposed on that Invited System User by reason of its User Capacity;

(c) use the System and the Selected Modules strictly in accordance with the Documentation, and in accordance with this Agreement;

(d) not access and use the System or any Module or functionality of the System other than the Selected Modules;

(e) accurately enter on the System and maintain the currency and accuracy on the System of all data and other information in its possession or control which is required by the System to operate in accordance with the Documentation;

(f) register and configure into the System all necessary details of all Invited System Users and any other parties that may be required for the functionality of the System and the Selected Modules;

(g) ensure that any information that has been entered on the System, including about the System User and Invited System Users and products is at all times accurate, complete and up to date;

(h) maintain and promptly update all such information as circumstances change;

(i) ensure that its own systems that are used to access the System, and its means of accessing the System, comply with the Documentation, and are operated in accordance with reasonable security procedures (including security procedure contained in the Documentation) to prevent unauthorised access to information, data or the System;

(j) not tamper with, or do or refrain from doing anything that will or might interfere with or hinder the proper operation of the System or any Module of the System, nor make any unauthorised modification to or use of the System or any Module of the System;

(k) not introduce (or by inaction or failure to implement and maintain proper security measures permit to be introduced) any virus or other malicious code to or from the System;

(l) not change any administration settings on any part of the System unless they are the appointed administrator for the System User’s account;

(m) keep confidential and safeguard from unauthorised access or use, any user names, passwords, account names, Shping Coin tokens or log in identifications or other security devices or information required to access any facility forming part of, or made available while using the System;

(n) not upload on to the System any material, or use the System in any way:

  1. which infringes the rights, including the Intellectual Property Rights of any person; or

  2. which is unlawful or violates any law; or

  3. that falsely or misleadingly represents or suggests that any articles to which any Trade Marks have been applied are authentic or that their manufacture, importation for sale, offering for sale and sale in the relevant territories does not infringe any third person’s rights or contravene any applicable law; or

  4. that falsely or misleadingly represents or suggests that any articles to which any Trade Marks have been applied are not the subject of a recall (if in fact they are the subject of a recall) or are the subject of a recall (if in fact they are not the subject of a recall); and

  5. not modify, alter, adapt, disassemble, reverse engineer, decompile or alter the System or any Module, or any part of them, in any way.

4.6 Where a System User is a Brand Owner, the System User acknowledges and agrees that:

(a) it is responsible for ensuring that it is and remains, and that all Invited Systems Users that are Brand Owners are and remain, members of GS1 at all times during the Term and must obtain and maintain, and comply (and ensure, to the extent necessary that Invited System Users comply) at all times with the rules associated with, that membership;

(b) it or its Invited System Users are responsible for the cost of printing, engraving or applying GS1 barcodes and accurately and properly affixing them to its relevant products and/or packaging and recording them on the System;

(c) it or its Invited System Users are responsible for the cost of printing, engraving or applying any marketing messages on packaging or sales material to advice Shping smartphone application users that Shping smartphone application can be used in relation to a specific product; and

(d) if any Module or data is provided by a third party, then if the System User wishes for that Module to become a Selected Module and to use that Selected Module or that data, the System User will, if required by the third party, be required to agree to be bound by that third party’s terms and conditions relating to the access to and use of that Module or data.

4.7 The System User will indemnify Shping and keep it indemnified from and against all loss, costs and expenses (including as a result of any claim by any third party) arising directly or indirectly from a breach of clauses 4.5 and 4.6 by the System User and Invited System Users and the System User agrees to assist Shping with any investigations or enquiries conducted by Shping in relation to that clause and to satisfy itself that it is being complied with by the System User and any Invited System User.

4.8 The System User acknowledges that Shping is not and cannot bear any responsibility for any third party content provided by users including any reviews by users of the Services on any Shping smartphone application. If any content or reviews are untrue, Shping may investigate, but it is not obliged to do so, and it will not remove any content or reviews unless it is proven to the reasonable satisfaction of Shping that they are not true and it is responsibility of the party raising any dispute to satisfy Shping in this regard before Shping will take any action.

4.9 If the System User requests a user of the Shping smartphone application to perform any action, such as take photo of their product, Shping bears no liability in the event that such action causes any Consequential Loss to the user or any third party.

4.10 If the System User has applied for or obtained a GS1 barcode in such way that the same Company Prefix is shared with a third party legal entity, you agree to immediately notify Shping so that Shping may obtain the relevant Company Prefix limit the account to specific barcodes used by the System User.

5.Shping’s Obligations

5.1 Shping will provide reasonable assistance to the System User and any Invited System Users in connection with clauses 4.5(b) to (f).

5.2 Shping will provide the Services in accordance with this Agreement, the Service Level Agreement and the Documentation. In the event of any conflict or inconsistency, such documents shall be interpreted in the following order of priority:

(a) the Documentation;

(b) the Service Level Agreement; and

(c) this Agreement.

5.3 In providing the Services, Shping will:

(a) use reasonable care, skill and diligence; and

(b) ensure that the Services are provided by appropriately qualified, trained, competent and licensed (where relevant) personnel.

6.Warranties

6.1 Each party warrants to the other that:

(a) it has the capacity and authority to enter into and perform this Agreement; and

(b) it will not be in breach of any agreement or arrangement to which it is a party or to which it is subject because of its execution of this Agreement or its performance under it.

6.2 The System User warrants to Shping that it has the right to enter the information or material on the System, and to permit or authorise the Invited System Users to enter such information or material on the System, without infringing the rights (including Intellectual Property Rights) of any person or contravening any applicable law, and that all such material is at all time accurate, complete and up to date.

6.3 Shping warrants to the System User that:

(a) it has the right to operate the System during the Term;

(b) it has the right to grant the licences and rights under this Agreement to the System User during the Term; and

(c) the System, when operated in accordance with the Documentation, will comply in all material respects with the Documentation.

6.4 The System User acknowledges that:

(a) the System, the operation of the System, and access to the System will not be uninterrupted or error-free;

(b) the performance of the System (including response times) will depend on factors outside the parties’ control including the state of the relevant telecommunications networks and their interconnections and network congestion;

(c) the functionality, reliability and performance of certain Modules of the System are reliant on the operation of certain third party systems which are outside of the control of Shping;

(d) although Shping will implement reasonable security procedures, it cannot warrant that unauthorised access to the System, or to information and data cannot occur;

(e) the System User has relied on its own independent assessment and judgment in determining whether the System meets its requirements (including technical and business requirements).

6.5 The System User shall not make any Claim against Shping, and releases Shping from any Claim, and indemnifies Shping against any Claim by any Invited System User (unless that Invited System User has entered into a separate agreement with Shping in accordance with clause in 14.1(b) relation to any of the matters set out in clause 6.4

7.Fees

7.1 The System User must pay Fees to Shping and the payment processes and terms as set out in this clause 7 and the schedule of fees for the Selected Modules provided to the System User separately by Shping and which the System User has acknowledged receiving.

7.2 All invoices for all amounts payable under this Agreement by the System User shall be sent to the System’s user email address, available for download by the System User from Shping’s website or can be requested from Shping directly.

7.3 The Fees for consumables (such as labelling, swing tags, printing consumables) and equipment if supplied by Shping will be as quoted from time to time by Shping. Any consumables will be delivered on an “ex works” basis from Shping’s nominated premises.

7.4 System Users may be offered a one time only 30-day free trial for the Selected Modules during which the System User can start using the Services for a period 30-days without charge. This can only be done after Shping has verified System User and approved its eligibility to access to the system. After the 30-days free trial expires if the System User does not start commence the contract they acknowledge their access to the Services and the Shping Modules access will be limited to that of a basic Shping Marketing user and any information they have previously entered or provided as a System User may be lost.

7.5 Any other amounts payable to Shping will be invoiced by Shping from time to time during the Term (no more often than monthly). The System User agrees to pay Shping any amount set out in such invoices within 7 days of the date of the Invoices.

7.6 Shping may vary the Fees with effect from at any time after the first anniversary of the Effective Date (but no more than once every rolling 12 months). Variation of fees will be notified to the System User in writing.

7.7 The System User acknowledges and agrees that Fees are applicable to each Module and that accordingly, in the event that the System User upgrades or changes its Selected Modules, the Fees may also be varied.

7.8 The Fees are exclusive of all Taxes. Any Taxes arising in connection with this Agreement and will be payable by the System User. In particular, and without limitation, all amounts payable by the System User to Shping for a supply made under or in connection with this Agreement have been calculated without including an amount for GST.

7.9 If GST or any other Tax is payable, the System User must pay an additional amount equal to the GST or other Tax on the supply or component of the supply, made or deemed to be made, at the same time and in the same manner as making payment of any consideration on which the GST or Tax is calculated. If the GST or Tax is not calculated on monetary consideration, the System User must pay the GST or Tax within 7 days of receiving Shping's invoice.

7.10 Shping will provide to the System User a valid tax invoice in respect of a taxable supply.

7.11 If either party is required to reimburse to the other any cost, expense or other amount that the other party has incurred in connection with this Agreement, the amount to be reimbursed will be reduced by any part of that amount which is recoverable by the other party by way of an input tax credit.

7.12 If at any time an adjustment is made or required to be made between Shping and the relevant taxing authority on account of any amount paid as GST or other Tax as a consequence of any supply made or deemed to be made or other matter or thing under or in connection with this Agreement, a corresponding adjustment must be made as between Shping and the System User and any payment necessary to give effect to the adjustment must also be made.

7.13 If the System User fails to pay any invoiced amount by the due date for payment, then without prejudice to Shping’s rights under this Agreement or otherwise:

(a) interest is also payable on the outstanding amount at 2% above the rate then prescribed pursuant to s.2 of the Penalty Interest Rates Act 1983 (Vic) (which the System User must pay at the same time as the outstanding amount); and

(b) by written notice to the System User, Shping may suspend the provision of any Services and/or the System User’s (and any authorised users) access to the System and any Selected Modules until the outstanding invoice and interest is paid in full.

7.14 In addition, the System User will also pay any dishonour fee or other expense incurred by Shping as a result of any breach of this Agreement by the System User.

8.Intellectual Property

8.1 All Intellectual Property Rights relating to, or developed in connection with, the System and the Documentation are and shall remain the property of Shping. The System User shall at Shping’s reasonable expense enter into such agreements with Shping and shall execute such documents and carry out such actions as may be necessary to protect such rights of Shping.

8.2 All Intellectual Property Rights relating to data, information and materials contained in the database forming part of or used in conjunction with the System, are and shall remain the property of the System User or Invited System Users that entered such information. In so far as the System User or Invited System Users have entered any data, information or materials in the database, the System User grants (and will ensure that its Invited System Users also grant) Shping a perpetual royalty free licence to access and use, and make such materials available to users, using the System solely for the purpose and in the context of the System User’s use of the System in accordance with this Agreement.

8.3 Ownership of any data, information and materials entered into the database forming part of or used in conjunction with the System by end users of the System or the Downloadable Application will be governed by the terms of an end user licence agreement with such end users, under which the end users will own any data they enter about themselves, which they will license for use or with the System, and for product development and statistical purposes. To avoid any doubt, Shping may remove or delete, or block any data, information and material entered into the database by any person for any reason, including if it considers that data, information and materials to be unlawful, misleading, in contravention of any law or in breach of any rights, or otherwise detrimental to the System or Shping or their respective reputations.

9.Liability

9.1 Subject to clauses 9.2 and 9.3 and to the full extent permitted by law:

(a) neither party nor the Invited System Users nor the Representatives of either party will be liable to the other party or any person claiming through them (including in relation to the Brand Owner, any authorised users of the Brand Owner), in respect of any Claim for any Consequential Losses; and

(b) the cumulative liability of Shping and its Representatives to the System User and any Invited System Users in relation to all Claims made under or in connection with this Agreement, will not exceed in the aggregate an amount equal to the annual average Fees paid to Shping under this Agreement.

9.2 The System User will indemnify Shping and its Representatives, and keep each of them indemnified from and against any Claims by any third party for or in respect of Consequential Loss, and for any amount in excess of the amount referred to in clause 9.1(b).

9.3 Nothing in this Agreement operates to exclude or limit a party's liability to the other:

(a) for death or personal injury; or

(b) for damage to tangible property; or

(c) for fraud or wilful default by the party (and in the case of the liability of the System

(d) User, fraud or wilful default by any Invited System User); or

(e) under any indemnity given in this Agreement.

9.4 To the full extent permitted by law, each party excludes all representations, warranties, terms and conditions, whether express or implied (and including those implied by statute, custom, law or otherwise), except as expressly set out in this Agreement.

9.5 Shping’s and its Representatives’ total cumulative liability to the System User and any Invited System Users all of their Representatives for any loss or Claim arising out of or in connection with this Agreement or access to or use of the System by the System User or any Invited System Users or their Representatives (whether in contract, equity, negligence, tort or for breach of statute or otherwise) will be reduced by the extent, if any, to which the System User, Invited System User or Representative contributed to the loss or Claim.

9.6 Shping accepts the indemnities and the limitations and exclusions from liability in this clause 9 on its own behalf and as agent for its Representatives (who may enforce them with, or separately from Shping).

10.Confidential Information

10.1 Except as permitted or required by this Agreement, each party as a Recipient must not use or disclose to any other person any of the Owning Party’s Confidential Information.

10.2 Each party as a Recipient may disclose the Owning Party’s Confidential Information to the extent necessary:

(a) to comply with any applicable law or any regulatory authority; and

(b) to such of its employees, officers, professional or financial advisers or service providers whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each person to whom such disclosure is made is informed of the confidentiality of the information and is under an obligation of confidentiality in respect of it.

10.3 Each party as a Recipient must take steps no less rigorous than those which its takes in respect of its own Confidential Information to prevent any unauthorised use or disclosure of, or unauthorised access, loss or damage to, the Confidential Information of the other party.

10.4 If the Recipient party is required to disclose the Owning Party's Confidential Information in accordance with clause 10.4 it must:

(a) give a notice to the Owing Party of the requirement as soon as is reasonably possible;

(b) take all steps necessary to allow the Owning Party to challenge or limit the requirement to disclose, using any available channel or in any forum (including a court of law);

(c) provide the Owning Party with all assistance and co-operation reasonably requested by the Owning Party to assist it to challenge or limit the requirement to disclose; and

(d) use its best endeavours to ensure that confidential treatment will be given to the Confidential Information by any person to whom it is required to be disclosed.

10.5 If a Recipient party becomes aware of a breach of this clause 10, including a breach of duty of its personnel with respect to the Owning Party's Confidential Information, it must:

(a) give a notice to the Owning Party as soon as it becomes aware of the breach; and

(b) at its own cost promptly provide the Owning Party with any information or assistance which it may reasonably request in order to minimise the loss or damage the Owning Party may suffer as a result of the breach.

10.6 Each party as a Recipient acknowledges that a breach by it of this clause 10 may cause the other party irreparable damage for which monetary damages would not be an adequate remedy. Accordingly, in addition to other remedies that may be available, the other party may seek and obtain injunctive relief against such a breach or threatened breach. Each party will indemnify the other party and keep the other party indemnified from and against any loss arising as the consequence of a breach by the indemnifying party (and in the case of the System User, a breach of confidentiality by its Representatives and other authorised users), of this clause 10.

10.7 The parties’ rights and obligations under this clause 10 survive termination of this Agreement for any reason.

11.Privacy

11.1 Each party must:

(a) only process, use or disclose Personal Information collected in the course of this Agreement as required for the purpose of fulfilling its specific functions, activities and obligations under this Agreement;

(b) in the course of fulfilling its obligations under this Agreement, comply with applicable Privacy Legislation;

  1. except as provided in clause 11.1(a) above or as required by law, not disclose or use without the written permission of the other party any Personal Information obtained in connection with this Agreement;

  2. take all reasonable steps to prevent the misuse, loss or unauthorised use, modification, access or disclosure, of Personal Information;

  3. ensure that only employees or agents of the party who are authorised to fulfil the obligations of this Agreement and who need to have access to any Personal Information have access to the particular Personal Information;

  4. upon completion of its obligations under this Agreement, return to the other party, all copies of the Personal Information or any record of the Personal Information, to the extent that such Personal Information comprises Confidential Information of the other party; and

  5. notify the other party immediately if at any time it has breached, believes it may have breached, or is aware that it is alleged to have breached, its privacy and security obligations under this Agreement and at law, or becomes aware that a disclosure of Personal Information may be required by law.

11.2 The parties’ rights and obligations under this clause 11 survive termination of this Agreement for any reason.

11.3 Each party acknowledges that a breach by it of this clause 11 may cause the other party irreparable damage for which monetary damages would not be an adequate remedy. Accordingly, in addition to other remedies that may be available, the other party may seek and obtain injunctive relief against such a breach or threatened breach. Each party will indemnify the other party and keep the other party indemnified from and against any loss arising as the consequence of a breach by the indemnifying party (and in the case of the System User, a breach of confidentiality by its Representatives and other authorised users), of this clause 11.

12.Term

12.1 The term of this Agreement:

(a) commences on the Effective Date and will continue for a period of 12-months, unless terminated earlier in accordance with this Agreement; and

(b) will automatically be extended for subsequent 1-month extension periods following the expiry of the initial term referred to in clause 12.1(a) or following the expiry of any extension period under this clause 12 unless either party provides written notice to the other party that it wishes to terminate this Agreement, such notice to be provided at least 30 days prior to the expiry of the applicable Term.

13.Termination

13.1 Either party may terminate this Agreement without cause at any time after the end of the initial term set out in clause 12.1(b) by giving the other party at least 1-months’ written notice thereof or via the System User’s account portal.

13.2 Either party may terminate this Agreement by written notice to the other party with immediate effect (or with effect from such later date as it notifies the other party) if:

(a) the other party commits a material breach of this Agreement and such breach is not remediable or where such material breach is remediable, the other party fails to remedy the breach within 30 days of receiving written notice to do so; or

(b) the other party suffers an Insolvency Event.

13.3 Shping may suspend or limit the System User’s and its Invited System Users’ access to the System (and for the avoidance of doubt, any end-user or System Users customer's access to the verification service provided by the System), if:

(a) In accordance with any provision of this Agreement that specifically entitles Shping to do so;

(b) the System User commits a material breach of this Agreement; or

(c) any action or inaction of an Invited System User that, it performed or not performed (as the case may be) by the System User, would amount to a material breach of this Agreement by the System User.

13.4 Upon termination or expiry of this Agreement, each party must either destroy or return to the other all Confidential Information of the other party then in the possession, custody or control of the other party and, in the case of destruction, certify to the other party that it has done so.

14.Licence and Trade Marks

14.1 Shping grants to the System User a personal, non-exclusive, non-transferable licence during the Term:

(a) to access and use the System and the Selected Modules in accordance with the Documentation for their respective Specified Purposes; and

(b) subject to clause 4.3(b), to permit Invited System Users to access and use the System and the Selected Modules in accordance with the Documentation for their respective Specified Purposes within the any limitations imposed on that Invited System User by reason of its Invited System User Capacity and otherwise in accordance with the terms of this Agreement.

14.2 The System User acknowledges and agrees that Shping may impose limitations on the access and use rights of the System User and of Invited System Users provided access to the System and the Selected Modules under clause 4.4(b) or 14.1(b), depending on the User Capacity of the System User or the Invited System Users (as applicable).

15.Shping Coins

15.1 System Users may source Shping Coins from any source including:

(a) using their own Shping Coins collected as a result of use of a Shping smartphone application; and

(b) purchasing them direct from other owners of Shping Coins or via the Cryptocurrency Exchanges.

15.2 System Users may leverage integration of Shping with one or a number of Cryptocurrency Exchanges and when available and request Shping to place an order to purchase Shping Coins on their behalf from a Cryptocurrency Exchange at the best rate available to Shping at the time of purchase and where a System User chose to purchase Shping Coins through Shping, Shping will charge the System User’s nominated credit card for the amount of Shping Coins they wish to purchase or receive funds through any other approved methods and place the order on the Cryptocurrency Exchange, pay with funds received from the System User and then deposit the amount of Shping Coins purchased on behalf of the System User into their nominated Cryptocurrency account.

15.3 Shping accepts no liability and is not responsible for the exchange rate for the purchase of Shping Coins and agrees to disclose particulars of any transaction upon request from the System User where they have requested Shping to purchase Shping Coins on their behalf. Shping will charge merchant fees and administration fees to purchase Shping Coins where requested by a System User but will not be required to supply a tax invoice unless required by law or where it is otherwise standard commercial practice to do so.

15.4 Any terms and conditions regarding the purchase of Shping Coins for a System User may be supplied by Shping to the System User separately and will be subject to any terms and conditions of the Cryptocurrency Exchange. Further, if required by KYC, AML or other regulation, Shping will provide information as required about the System User who has requested the purchase of Shping Coins.

15.5 For the avoidance of doubt, regardless of how the System User sources or acquires Shping Coins Shping will charge transaction fees based on the transferred volumes of coins and these transaction fees will be supplied to System Users by Shping and will supply a tax invoice if required by law or otherwise where it is standard commercial practice to do so.

15.6 Where Shping charges a credit card of a System User or receives funds in any other way to purchase Shping Coins, once Shping Coins are purchased there are strictly no refunds for any reasons whatsoever.

15.7 Shping does not warrant that any Shping Coins purchased via any method will preserve specific or any value and that they can be sold or otherwise traded.

15.8 The System User acknowledges that it must obtain independent legal advice prior to purchasing or acquiring any Shping Coins and Shping does not warrant or otherwise confirm that Shping Coins may be legally purchased by the System User in the jurisdiction where they conduct their activities or use the Services.

15.9 Further terms and conditions in respect of Shping Coins may be provided to you by Shping the terms of which will be binding on you.

16.Notices

16.1 A notice or other communication given under this Agreement must be in writing and:

(a) hand delivered;

(b) sent by post, postage prepaid;

(c) sent by facsimile; or

(d) sent by email.

16.2 For the purposes of this clause, the address, facsimile and email details of each party are those that have been provided to the other in communications between them.

16.3 A notice or communication is regarded as given if:

(a) hand delivered:

(b) by 5.00 pm AEST on a Business Day, on the date of delivery to the party's address as subsequently notified in writing to each party.

(c) after 5.00 pm AEST on a Business Day, on the next Business Day following the day of delivery to the party's address subsequently notified in writing to each party.

(d) mailed in Australia to an address in Australia, two (2) Business Days after posting;

(e) airmailed in Australia to an address outside of Australia, seven (7) Business Days after posting;

(f) airmailed outside Australia to an address in Australia, seven (7) Business Days after posting;

(g) sent by facsimile:

  1. by 5.00 pm AEST on a Business Day, on the date of receipt by the sender from the sender's facsimile machine of an acknowledgement of error free transmission in legible form; or

  2. after 5.00 pm AEST on a Business Day, on the next Business Day following the day of receipt by the sender from the sender's facsimile machine of an acknowledgement of error free transmission in legible form; or

(h) sent by email, upon the transmitted email entering the system of the receiving party.

17.Dispute Resolution

17.1 A party claiming that a difference, dispute or question has arisen concerning this Agreement (including any question regarding its existence, validity or termination), must give written notice to the other party specifying the nature of the difference, dispute or question.

17.2 On receipt of a notice under clause 17.1 the parties must endeavour in good faith to expeditiously resolve the difference or dispute, or to expeditiously answer the question contemplated by clause 17.1 which has arisen between the parties.

17.3 If the parties do not agree within thirty (30) days of receipt of the notice under clause 17.1 (or such further period as agreed upon in writing by them) the difference, dispute or question shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a sole arbitrator appointed in accordance with the said Rules. The seat, or legal place, of the arbitration shall be Melbourne, Victoria. The language to be used in the arbitral proceedings shall be English.

17.4 Nothing in this clause 16 shall prevent either party from having recourse to a court or tribunal of competent jurisdiction for the sole purpose of seeking a preliminary injunction or such other provisional relief as it considers necessary to avoid irreparable damage.

17.5 In calculating the limitation period for any claim that is ultimately pursued through arbitration, the period between the date of the notice in clause 16.1 and the date on which the parties are free to resort to arbitration shall be excluded.

18.Assignment and Novation

18.1 Either party may assign the benefits of the whole or any part of this Agreement without the consent of the other party, including to a purchaser in the event of sale of the whole or part of their respected businesses, subject to the new party being able to fully comply with the terms of this agreement.

19.Special Conditions

19.1 Any special conditions as agreed in writing between the parties to this Agreement binds the parties and if inconsistent with any other provisions of Agreement, override them.

20.Definitions

20.1 In this Agreement, unless the context requires another meaning:

Agreement means this agreement including all attached Schedules;

AML means Anti Money Laundering and refers to a set of procedures, laws, and regulations designed to stop the practice of generating income through illegal actions;

Brand Owner means an organization or company that is the registrant of a trademark or owns the intellectual property rights to a brand for a particular good or service;

Business Day means a day that is not a Saturday, Sunday, a public holiday or bank holiday in Victoria, Australia;

Claim means any claim, notice, demand, action, proceeding, litigation, investigation or judgment whether based in contract, tort (including negligence), statute or otherwise;

CA means a certification authority;

Company Prefix means the unique identifier generated and provided to a party such as the System User (in the User Capacity of a Brand Owner) to identify that party as the owner or originator of a product or range of products. The Company Prefix is allocated to the party by GS1, and forms a part of GTINs associated with that party;

Confidential Information of a party (the Owning Party) means all data, details, plans, designs, computer software, figures, financials, costings, developments, results, technical advice, trade secrets, samples, specifications, statements, forms, processes, formulae, know-how, ideas, drawings, concepts, technology, manufacturing processes, Intellectual Property Rights, contracts, documents, agreements, commercial knowledge and other proprietary information of or relating to business, operations or affairs of the Owning Party or its Related Corporations (collectively Information) in whatever form and however stored that is learned by or irrespective of how it is learned by or in the possession of the other party (the Recipient):

(a) including Information relating to or which is developed in connection with or in support of: the System or the Services (which the parties acknowledge and agree is Shping’s Confidential Information); and

(b) the organisation, finances, suppliers, customers, markets, products, services, licensors, licensees, and contacts of the business of the Owning Party or its Related Corporations; and

(c) including Personal Information that is contained in, or accessible from or collected using the System;

(d) that is not in the public domain (except as a result of a failure to comply with an obligation to maintain confidentiality);

Consequential Loss means:

(a) loss or damage that does not naturally or directly result in the ordinary course of events from the breach, action or inaction in question; and

(b) any consequential or indirect loss, loss of profit or anticipated profit, economic loss, loss of data, loss of use, damage or goodwill or loss of bargain, opportunity or anticipated saving;

Cryptocurrency means a digital currency in which encryption techniques are used to regulate the generation of units of currency and verify the transfer of funds, operating independently of a central bank;

Cryptocurrency Exchange a Crypto or digital currency that allows customers to trade cryptocurrencies or digital currencies for other assets, such as conventional fiat money, or different digital currencies. They can be market makers that typically take the bid/ask spreads as transaction commissions for their services or simply charge fees as a matching platform;

Documentation means the integration plan referred to in Schedule 2, and the documentation concerning the System and its operation and use, and ongoing support, as issued and amended from time to time by Shping;

Downloadable Application means those Software applications that are developed and published to Apple Itunes, Google Play and other smartphone application stores by Shping and downloadable by end users and usable on portable computing devices such as smartphones, handheld computing devices and tablet computers;

Effective Date means the date of execution of this Agreement or the date the parties to this Agreement agree is the commencement or effective date of this Agreement;

Fees means the schedule of fees provided by Shping to the System User;

Force Majeure means any event outside the reasonable control of a party, including fires or other casualties or accidents, acts of God, severe weather conditions, war or other violence, or any law, order, proclamation, regulation, ordinance common demand, or requirement of any governmental agency;

GLN means the Global Location Number, and which is the GS1 Identification Key used for any location (physical, operational or legal) that needs to be identified for use in the supply chain. The GLN is a globally unique number that can be used to access master data about a location;

GS1 means GS1 International or its relevant participating Member Organisations as the case may be);

GST means a consumption tax, which in Australia is imposed under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and in any other jurisdiction means a tax of a similar nature;

GTIN means a Global Trade Item Number that complies with the GTIN Allocation Rules as published from time to time by GS1. A GTIN is allocated to a product by GS1. A GTIN can form a part of an SGTIN;

Insolvency Event means in relation to:

(a) a corporation, the appointment of an administrator or controller or receiver or provisional liquidator or liquidator over the relevant company, the directors of the relevant company resolving that the corporation be wound up, the making of an order of a court that the corporation be wound up of the company being deregistered for any reason other than a bona fide corporate restructure or anything analogous to or having a similar effect under the law of any relevant jurisdiction; and

(b) an individual, the appointment of a trustee or controlling trustee over the affairs of the person, or the person being an insolvent under administration or anything analogous to or having a similar effect under the law of any relevant jurisdiction;

Intellectual Property Rights means statutory and other proprietary rights in respect of trade marks, designs, patents, circuit layouts, copyright, confidential information, know-how, moral rights and all other rights with respect to intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation of July 1967;

Invited System Users means any person or entity that the System User requires to have access to the System and the Selected Modules in connection with the project;

KYC means Know Your Customer (alternatively know your client) is the process of a business verifying the identity of its clients and assessing potential risks of illegal intentions for the business relationship. The term is also used to refer to the bank regulations and anti-money laundering regulations which govern these activities. Know your customer processes are also employed by companies of all sizes for the purpose of ensuring their proposed agents, consultants, or distributors are anti-bribery compliant and banks, insurers and export creditors are increasingly demanding that customers provide detailed anti-corruption due diligence information;

Module means a module of the Software or System possessing certain functionality or capabilities using the System (either alone or in conjunction with other Modules). As at the date of this Agreement the Modules available and the functionality available using each of the Modules, and the Specified Purposes applicable to the respective Modules, are as set out in Schedule 3;

Personal Information has the meaning given to that term in the Australian Privacy Act 1988;

Privacy Legislation means laws in respect of the protection of the privacy of individuals and Personal Information, including the Australian Privacy Act 1988;

Product means any genuine item made available for sale by or on behalf of the System User or any Invited System Owner having the User Capacity of Brand Owner, bearing any brand of such Brand Owner or its licensor, and in respect of which the System may be used;

Project means the specific project or purpose for which the System Users desires to use and access the System and the Selected Modules has been agreed between the parties in writing;

Related Corporation of a party means a “related body corporate” of that party (as that term is defined in section 50 of the Australian Corporations Act 2001);

Representative means, in respect of a party, any person acting for or on behalf of the party and includes any director, officer, employee, agent, professional adviser, contractor or sub-contractor of the party (and includes, with respect to Shping, any parties engaged by Shping to resell access to the System or provide the Services, and any person appointed by Shping to refer potential users of the Service to Shping (whether or not for reward)), and includes with respect to the System User, any licensee of the System User). However, Shping and the System User or any Invited System Users are not to be taken to be Representatives of one another. To clarify, as between the parties, any Invited System User that enters into a direct relationship with Shping pursuant to clause 4.3(b) will be taken to be a Representative of the System User and not of Shping;

Selected Module means the Module or Modules selected by the System User, as notified to Shping in writing (and as may be varied from time to time pursuant to clause 3).

Service Level Agreement means any service level agreement made or offered by Shping applying to the System, the Module and the Services. Shping shall publish its Service Level on its website and reserves the right to alter or amend such agreement from time to time as it considers reasonably necessary;

Services means the services listed in Schedule 2;

Shping Coins means Shping Coin is a decentralised Cryptocurrency that fuels the growth and adoption of the Shping Platform amongst shoppers and where brands, retailers, certification bodies and other authorised agents can use this Cryptocurrency to incentivise and reward consumers in retail shopping situations to influence purchase decisions, validate product authenticity and drive customer engagement and loyalty;

SGTIN means a serialised GTIN which consists of the GTIN plus a unique product or serial number. An SGTIN may be encoded and reproduced with a Brand Owner’s product in the form of a DataBar, a Datamatrix or Radio Frequency ID tag at the discretion of the Brand Owner. The responsibility for and cost of that encoding and reproduction is the responsibility of the Brand Owner, and is not the subject of this Agreement;

Specified Purpose means the purpose of the System User and Invited System Users uploading data concerning its Products or Raw Materials on to, and accessing, the System for the System User’s internal business purposes, and for the purposes of the Project;

System means the software system comprising the Modules as described in Schedule 2.

System User means the party to this Agreement other than Shping the details of which have been provided to Shping and is the person or entity that has applied for and has been granted access to use the System and the Selected Modules for the performance of this Agreement and has accepted the terms and conditions of this Agreement and has certain permissions granted which are based on user capacity and authorisation.

Taxes means any government taxes, levies, charges, duties or withholdings (including GST) which are assessed, levied, imposed or collected by any government body in any jurisdiction and includes, but is not limited to, any interest penalties, fines, charges, fees or other amounts imposed on, or in respect of any of these.

Term means the initial term set out in clause 12 as well as any extension periods made in accordance with clause 12.

Trade Marks means the trade marks of Shping as set out in Schedule 4 (as modified from time to time) and any registered trade marks of the System User, and such further or other trade marks and logos as parties may notify each other from time to time.

User Capacity means the capacity in which the System User or any Invited System User is permitted to access the System and the Selected Modules and is further described in Schedule 4.

21.Interpretation

21.1 In this Agreement, unless the context requires another meaning, a reference to:

(a) a singular includes the plural and vice versa and reference to a gender includes other genders;

(b) a clause, schedule or annexure is a reference to a clause, schedule or annexure of this Agreement;

(c) a notice means a notice, approval, demand, request, nomination or other communication given by one party to another under or in connection with this Agreement;

(d) a person (including a party) includes:

  1. an individual, company, other body corporate, association, partnership, firm, joint venture, trust or government agency; and

  2. the person's successors, permitted assigns, substitutes, executors and administrators;

(e) a law includes any legislation, judgment, rule of common law or equity or rule of any applicable stock exchange, and is a reference to that law as amended, consolidated, supplemented or replaced and includes a reference to any regulation, by-law or other subordinate legislation;

(f) a month means a calendar month;

(g) money (including a reference to dollars and expressions preceded by the symbol "$") is a reference to Australian currency; and

(h) the words "including" or "includes" means "including, but not limited to", or "includes, without limitation" respectively.

21.2 This Agreement may not be construed adversely to a party only because that party was responsible for preparing it.

21.3 Headings and any table of contents are used for reference only and do not affect the construction or any provision of this Agreement.

21.4 If there is any inconsistency between the provisions of this Agreement and the provisions of an order (or other document agreed in connection with this Agreement), the provisions of this Agreement prevail to the extent of any inconsistency.

21.5 This Agreement binds and benefits each party and their respective successors, assigns and legal personal representatives.

22.General Provisions

22.1 Neither party will be liable for any delay or failure to perform any of its obligations under this Agreement if such delay or failure is due to Force Majeure, provided such party immediately notifies the other of the Force Majeure arising.

22.2 This Agreement is the entire agreement of the parties in relation to its subject matter and supersedes all other representations, negotiations, arrangements, communications, understandings or agreements.

22.3 The relationship of the parties will be that of independent contractors. Nothing in this Agreement creates or will create, or be deemed to create, a partnership or the relationship of principal and agent, joint venturers, or employer and employee.

22.4 Each party must, at its own expense, whenever reasonably requested by the other party, promptly do or arrange for others to do, everything reasonably necessary or desirable to give full effect to this Agreement.

22.5 If this Agreement is terminated or expires:

(a) the parties are released from the obligation to continue to perform the Agreement, except those obligations that expressly or by their nature, survive termination or expiry; and

(b) each party retains the rights and claims it has against the other party for any past breach of the Agreement.

22.6 If a provision of this Agreement is invalid or unenforceable in a jurisdiction:

(a) that provision is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and

(b) that fact does not affect the validity or enforceability of that provision in any other jurisdiction or the remaining provisions.

22.7 A waiver by a party of a provision of or of a right under this Agreement is binding on the party granting the waiver only if it is given in writing and is signed by the party granting the waiver. Failure by a party to exercise or delay in exercising a right does not prevent its exercise or operate as a waiver.

22.8 Shping may amend this Agreement by notice to the System User whereupon it will immediately be binding upon both parties. This Agreement may be amended by the System User only by a document signed by both parties.

22.9 The rights, remedies and powers of the parties under this Agreement are cumulative and do not exclude any other rights, remedies or powers.

22.10 The construction, validity and performance of this Agreement, and all non-contractual obligations (if any) arising from or connected with this Agreement, shall be governed by the laws of Victoria, Australia.


Schedule 1

Particulars



Effective Date:


Shping


Entity:

Authenticateit Pty Ltd (ABN 30 155 162 253) t/as Shping

Address::

Level 2, 10 Queens Road, Melbourne, Victoria, 3004, Australia

Contact name:

Maria Mcinally

Phone:

03 9924 4405

Fax:

03 9924 4405

Email:

info@shping.com


System User

[Brand Owner / Exclusive Distributor / Non-Exclusive Distributor / Retailer / Consumer]





Schedule 2

Services


The Services consist of the following:

1. Account Set Up

Unless otherwise specified by Shping, the System User will be responsible for the set up, configuration and any required integration with the System to enable the System User and its Invited System Users to access and use the System and the Selected Modules. Shping may refer or introduce third parties to assist the System User to conduct the set up, configuration and any required integration activities. The System User shall be responsible for any arrangements with those third parties including any fees payable to those third parties for their services.

2. Integration

Shping will provide any existing API to facilitate such integration free of charge. Shping can also develop and conduct a customized API to facilitate such integration at the System User’s cost if required. In such a case, Shping will provide the System User with a development proposal for the Brand Owner’s consideration and acceptance.

The System User will be responsible for all liaison with any third parties’ systems that might be required to be integrated with the System.

3. Training

Shping will provide such recurring training on as required bases, on use of the System as the System User and Invited System Users may reasonably request.

4. Maintenance and Upgrades

Shping will provide maintenance of the System during the term of this Agreement and will be available to receive support service inquiries 24 hours a day, 7 days a week. Any bug-fixes or other modifications of the System will become part of the System, with all Intellectual Property Rights vested fully with Shping, and will be subject to the provisions of this Agreement.

“Upgrades” refers to new versions, updates, and upgrades of the System released commercially. Shping will upgrade its system from time to time without additional charge. Each Upgrade will become part of the System and will be subject to the provisions of this Agreement.

The System User acknowledges and agrees that any maintenance or upgrades provided by Shping under this Agreement are provided on 'as is' basis.

5. Support

During the Term, Shping will:

  • take reasonable steps to ensure the availability of the System during the hours of operation specified in the Documentation;

  • provide the System User with telephone, e-mail or internet-based assistance with respect to the System, through a help desk facility referred to below

  • make available to the System User a help desk facility during the hours of operation specified in the Documentation. The functions of the help desk facility are as set out in the Documentation, but include:

    • telephone or e-mail assistance in relation to: functions and features of the System and the Documentation;

    • guidance in the operation of the System, and in the installation of any Upgrades as they are made available; and

    • a means for the System User to report and be provided with answers to inquiries by the System User about problems or issues affecting the System.

When reporting a problem or issue to Shping, the System Users or Invited System Users will comply with the procedures and provide the information described in the Documentation. If the problem or issue is attributable to the System, Shping will use commercially reasonable efforts to rectify that problem or manage its effects, in accordance with the response levels in the Documentation.

Shping is not required to provide support, or may impose an additional fee in relation to problems arising out of:

  • the System User or Invited System User failing to implement a current Upgrade;

  • the System User or Invited System User not installing or using the software or accessing the System in accordance with the Documentation;

  • changes to the System User’s or Invited System User’s (or any Representative of the System User or Invited System User) business systems or environment on which any Shping software is operating;

  • unauthorised modifications to the Shping software;

  • a failure by the System User or Invited System User to provide qualified and trained staff for the operation of the software, or its business systems or the environment on which any Shping software is operating;

  • accident, negligence, or misuse; or

  • operator, System User, Invited System User, Representative of the System User or Invited System User or authorised user, or end user error.





Schedule 3

Modules


Module 1 – Shping Security

Serialisation (including interoperation with GS1 standards), serialisation engine

This module is capable of generating unique product identifiers in the form of Serialised Global Trade Item numbers (SGTIN’s). This can be done either on demand during production or prior to production to enable operator to apply those codes on to the products and packaging. SGTIN is generated in accordance with GS1 Standard and is globally recognizable.

Each different product within the product range is assigned a separate GTIN (Global Trade Item Number) with a hierarchy of products within the product range. Each individual product package will also be assigned a serialised barcode (akin to a fingerprint, permitting a single package to be identified among many). The GTIN and serialised barcode (collectively the Serialised GTIN or SGTIN) constitute a unique identifier for the relevant package. The SGTIN possesses attributes that comply with GS1 standards permits the registration on the System of a range of products, including various configurations and varieties of products within that range.

Fees apply regardless if Shping generates the codes, or if the System User generates the codes using other third party software and uploads them to the System

OREP Open Repository & Exchange Platform (Event Repository Platform – EPCIS) Electronic Product Code Information Services (EPCIS) is the EPCglobal® standard for capturing and communicating the business events for tracking and tracing products within an enterprise and across the supply chain. EPCIS is a standard that defines interfaces for representation and exchange of data. The EPCIS standard provides interface specifications, built on top of widely used business and Internet standards. EPCIS facilitates internal data capture, as well as secure external sharing of information about movement and status of goods in the physical world. The EPCIS data model specifies a standard way to represent visibility information about physical objects, including descriptions of product movements in a supply chain. The main components of the data model include EPC, Event Time, Business Step, Disposition, Read Point, Business Location, and Business Transaction. The EPCIS repository resides in Shping cloud database. The repository can store all of the EPCIS-level events for the products generated by one or more EPCIS external event capturing systems. Owner of the Data able to restrict access to their data per recipient.

Serialisation and event Repository – EPCIS

  • Raw Material Traceability

System Users can set up different levels of transparency on Raw Materials. Each field can be either Private, so only the System User in the User Capacity of Brand Owner will have access to this information, Restricted, where information is only visible to users with specific rights, and Public, making Information about raw materials

  • Product Recall Management

AIT relies on different reliable sources where product recall information is sourced. A Brand Owner can also update AIT system in relation to the product call. If the Brand Owner will change the status of any raw material used to a recall status, AIT system will automatically mark all products with that raw material as recalled.

AIT is not responsible for the accuracy of the information and its responsibility of the Brand Owner to ensure information stored is true and correct.

If product has been previously recalled, and new products would have the same GTIN number, AIT will still alert clients that product with that GTIN has been recalled. If available AIT will also provide consumer with information of the recalled products batch number and expiry date.

Module 2 – Track and Trace Functionality (requires Module 1)

In addition to registration of SGTINs for individual items under Module 1, the System permits the registration of “supply chain participants” within the System User’s Supply Chain (as Representatives of the System User). Supply chain participants would typically include participating distributors, wholesalers and retailers.

The System permits goods to be “checked in” when coming into the control of a supply chain participant, and “checked out” when leaving their control. This can be done by reference to a particular SGTIN or a range of SGTINs, thus permitting the System to identify the location of any marked products within the supply chain at the premises of a supply chain participant, or in transit between supply chain participants. The System can also be configured to include “permissions” and “restrictions” as to how a particular supply chain participant can or cannot deal with the products (e.g. territorial limitations).

Module 2 comprises:

  • Integration with agent systems and external partners (such as 3PLs);

  • API for Integration with ERP and MES systems The System can be integrated with other ERP systems, as there are number of APIs that enables such integration which can extend to integration with warehouse management systems and external partners (such as 3PLs);

  • Integration with agent systems and external partners (such as 3PLs); and

  • We have a number of API’s enabling integration, however if custom API would be required, additional fees may apply.

Satellite Portal System

Turnkey solution, including software, hardware, scanners and printers, that enable manufacturer to start serialisation of their production. (more suitable for environments where packing is done manually)

When purchased, all hardware comes with its own warranty’s. If System Users use SPS for any other purposes other than operating Shping services or load third party software without Shping’s consent, then Shping would not be responsible for servicing the equipment, and Brand the Owner would be responsible for servicing as a system administrator.

While SPS may operate during short interruption in internet connection, ultimately it requires access to the internet for continuous use. When offline, information will be stored in SPS and would upload to the system when connection comes back.

Support of hardware and software (not including Shping software) are not provided by Shping

Raw Material Traceability

This module, enables manufacturer to track raw materials stock level (materials received vs material used), link products to the raw material used at production

Module 3 – Authentication (or “Authenticity Check”)

Permits an end customer using a Downloadable Application on their handheld computing device to:

  • verify the provenance of products bearing SGTINs (requires implementation of Module 1 and Module 2);

  • obtain further information about the product (typically contributed and input into the System by the System User in the User Capacity of the Brand Owner and/or Invited System Users sufficient for the System User in the User Capacity of Consumer Mobile Application User to determine if product is genuine and “Authorised” in the relevant jurisdiction (i.e. genuine, manufactured by or with the express licence of the System User in the User Capacity of a Brand Owner, sold by an authorised System User in the User Capacity of Retailer, in the System User’s supply chain, and not a parallel import), as made available and maintained by the relevant supply chain participant.

Module 4 – Logistics (requires Module 1 and Module 2)

Permits supply chain participants who have been assigned sufficient authority on the System by the System User in the User Capacity of a Brand Owner to do so, to “assign” products within certain SGTIN ranges to other Invited System Users (thus updating the track and trace database).

Module 5 – Product Recall Information (or “Product Recall Check)

Product Recall Management

Enables the System User in the User Capacity of a Brand Owner to identify products affected by the product recall, based on recalled component (Raw Material => SGTIN), and also enables identifying materials which may relate to the recall from a single incident reporting. (SGTIN=>Raw Material) and immediately alert consumer if product they scan has been recalled.

Module 6 – Monitoring & Reporting (requires Modules 1, 2 & 4)

The System can provide notification to the System User in the User Capacity of a Brand Owner or the relevant supply chain participant of the location at which a genuine item, a possible counterfeit or grey import item, or a stolen item, or an item that has been “lost” from the supply chain, has been scanned by an end user using a Downloadable Application (the end user may be scanning products barcode for Product Recall Check information, Authenticity).

Reporting functionality is configurable and can provide information by reference to a variety of criteria.

The reporting functionality will provide relevant details for product authentication, including geo location, time of the authentication check, authentication check result, authentication check for grey imports. The report also provides integration with third party licensed mapping capability such as Google Maps™ allowing a visual representation of the relevant consumer activity

Module 7 – Integration with China Inspection & Quarantine Services (CIQ, World Customs Organisation’s Interface Public-Members (IPM) Program (Foreign Authorities).

Permits Foreign Authorities in participating States to confirm the provenance of products by querying information in relation to a GTIN or SGTIN (or SGTIN ranges) using their own system.

Module 8 - Mobile Logistics Module (Downloadable Application (presently available for use with Apple and Android smartphones)) (requires Modules 1, 2 & 4)

Permits the System User in the User Capacity of a Brand Owner and Invited System Users to “assign” products within certain SGTIN ranges to other registered supply chain participants within the territories in which they are authorised to operate (thus updating the track and trace database).

Module 9 – Online Sales Authentication (requires Modules 1, 2, 3, 4 & 6)

Permits the registration of an online retailer’s authorised sales website URL as being the URL of a website from which authorised products may be made available for sale. They System issues a GS1 DATAMATRIX Code for each authorised product GTIN that may be reproduced on the online retailer’s website and which can be scanned by the end user using the Downloadable Application on their handheld computing device. The System tracks the number of authorised products with that GTIN that have been assigned to the owner of that URL and the number of those products sold by that owner. When the System’s records reflect that the online retailer has authorised products available for sale, the check conducted by the end user using the Downloadable Application will flag to the end customer that the sale of authorised products is available from the sales website, otherwise it will flag that no genuine products are available from that site. The operator of sales website must be running the API that tracks sales. If that API is switched off, the GS1 DATAMATRIX codes become inactive and a “negative” response is generated when the end user scans the code using the Downloadable Application.

Module 10 – Shping Marketing

Shping Marketing is a marketing platform of next generation, that enables marketing and consumer engagement.

Shping Marketing includes:

Product Catalogue

Gives you the ability to store, edit, maintain and share detailed product information with users who are scanning your products. Product Catalogue This feature gives you the ability Ingredients and Raw Materials

Ingredients and Raw Materials

This feature gives you the ability to configure nutritional and ingredient information. You’ll also be able to share the place of production, countries of origin, details of raw materials and other important information with customers.

Availability Map

This module lets you register all retailers who stock your product. Shping smartphone application users will be able to locate the nearest stockist so that they can purchase your product faster.

Engagement Analytics

This provides in-depth information on your customers. This includes where they buy your products, their demographics, frequency of purchases and other important information relating to their buying habits.

Reviews

Reviews allows you to access feedback and ratings from your customers. You also have the ability to reply comments in public or in a private mode.

Shout Outs

Shout outs allows you to notify specific customer groups in your database about deals or important information via push notifications. It also has powerful targeting capabilities that make your communication more relevant to users.

Dynamic Content AI

The Dynamic Content AI acts as an Artificial Intelligence product specialist. Bots serve customised content to customers based on their demographics as well as their interactions with your products. DCAI is a very powerful tool which makes marketing information relevant to recipient. DCAI considers a number of business rules to select the relevant content to be delivered to a specific consumer. For example, each of these conditions could trigger a different content to be shown to a consumer based on:

  • The number of scans by that consumer of a specific product (eg, each subsequent time they scan that product they will see new and different information);

  • Consumer gender (a male might see different information than a female;

  • Consumer age (a teenager might see different information than a more mature shopper);

  • prior scanning history; and

  • following that brand on Facebook, or other social media.

Advanced Engagement (TODO Cards)

This feature allows your clients to operate as mystery shoppers. You can get customers to perform specific tasks or provide you with additional information in return for rewards. For example, you can ask a user to report the price of your product at a specific store or ask them to take a photo of your product on the shelf.

Shping Coins & Rewards

The System User and Invited System Users can reward and incentivize consumers for accessing marketing information under the Shping Marketing.

For example, if a System User in the User Capacity of a Brand Owner wants System Users in the User Capacity of Consumer Mobile Application to watch a video about such Brand Owner’s history, they can link reward Shping Coins to that action; or if a System User in the User Capacity of Certification Partner wants System Users in the User Capacity of Consumer Mobile Application to watch a video about importance of their certification this could be the action that gives consumer reward Shping Coins.

Shping Coins can be given by different parties and for different actions:

  • Retailers may want to give Shping Coins to anyone who scans products in their store;

  • System Users in the User Capacity of Certification Partner may want to give Shping Coins to consumers watching a video about their certification program; and

  • System Users in the User Capacity of a Brand Owner may want to reward consumers for scanning their product, for reviews, for watching educational videos and so forth.

When System User configure a campaign to incentivize smartphone application users to look at their content, for example, a System Usercan set up a campaign which will pay the smartphone application user 20 Shping Coins if they watch a video uploaded by the System User. As 20 Shping Coins can fluctuate in value Shping can provide the System User with an option to configure the value of the reward per specific action either in the number of Shping Coins or in dollar value (i.e 5c per action). The System User can also lock the rate based on the exchange rate at the time they purchase Shping Coins. Therefore, if System User have paid 5c for 20 Shping Coins they can configure the System to pay the end user 20 Shping Coins per action regardless of the running exchange rate. The System will refer to the exchange rate that the System User used when acquired their Shping Coins.

In order for the System User to activate a campaign on Shping Marketing, Shping will reserve an amount of Shping Coins for their account. They can then set the System for the amount of the reserved Shping Coin. Once the reserve amount has been used, new reserves must be acquired or the campaign will be put on hold.

Social Media Integration

System Users in the User Capacity of Consumer Mobile Application can log in to the App via Facebook, Weibo, Wechat or other social media platform introduced to the system from time to time. Shping can also check if consumers follow brand on their social media page, and prompt them to become one. System also enables consumers to share information about brand on their timeline to earn more Shping Coins.

Personalised Shout Outs and Client List Aggregator

When a System User in the User Capacity of a consumer smartphone application scans a product’s barcode using the application, this user is added to a client list database of the System User in the User Capacity of a System User in the capacity of Brand Owner whose product was scanned, the Certification Authority that is linked to the product scanned, and retailer where this product was scanned. This means that application user is now bonded with the Brand Owner, Certification Authority or retailer.

System Users in the User Capacities of a Brand Owner, Certification Authority and Retailer can engage in two-way communication with bonded consumers, called Shout Outs.

Shping will restrict use of Shout Outs to maintain non spam environment for the end user. For example, a System User in the User Capacity of a Brand Owner may only be able to send one message per month to the same user. Retailers could only send Shout Outs to users in relation to the product they have scanned before.

Consumer may opt out of Shout Outs from a particular brand/sender.

Warranty

System Users in the User Capacity of a Brand Owner with Module 1 – Shping Security implemented can allow users to activate warranty of products they buy, and provide different warranties based on where the product was purchased and when the product was purchased.

System Users in the User Capacity of a Brand Owner can also limit warranty for grey imported goods, or provide warranty instruction depending on where consumer is at the time of repair under warranty.

This helps System Users in the User Capacity of a Brand Owner to prevent any warranty related fraud, and also enables Brand Owners to on-sell extended warranties.

Consumer demographic analytics

System Users in the User Capacities of a Brand Owner, Certification Authority and Retailer can access reports on the bonded consumer demographic.

Consumer behavior analytics

System Users in the User Capacities of a Brand Owner, Certification Authority and Retailer can access reports on usage analytics. They can see that a specific group of consumers scan their products in a particular area and can access specific content after scanning.

Module 11 – Brand Ambassador (BA)

BA enables System Users in the User Capacity of a Brand Owner to incentivise other members of the supply chain directly. For example, a shop assistant can register as a brand owner of a particular brand, and would get Shping Coins each time she sells the product of that brand to the end user.

The System Users in the User Capacity of a Brand Owner would be given a registration card, which is produced by the System Users in the User Capacity of a Brand Owner. This card would have instruction on how to become BA. A barcode on that card would need to be scanned by Shping Security via the Shping App and that person would be required to accept the terms and conditions of that brand and fill in the required information

Whenever a BA sells an item, they can scan it with their smartphone application which is also registered as BA, and that will initiate the process that would entitle BA to Shping Coins from the brand they represent

Module 12 – OEM operation

Provision of the OEM operator (OEM) with portal access, enabling the OEM invite System User in the User Capacity of Brand Owners Under OEM (BOUO) to subscribe to the System and enable OEM to extend all modules 1-9 for the use by BOUO. OEM has an option to accept responsibility for the charges related to modules 1-9, in this case any services used by by OEM are rated as services of independent enteties and do not change entitlement for a specific pricing tier.





Schedule 4

User Capacities


This Schedule 4 sets out the User Capacities in which a System User or Invited System User can use and access the System and the Selected Modules in accordance with this Agreement. The nature and extent of such access and use shall be determined by Shping by reference to each User Capacity, having regard to the specific purpose and requirements of each User Capacity.

  • Brand Owner

    • - Legal Entity with rights to valid registered branding with registered trademarks and who manufactures its self products under its branding.

  • Brand Owner under OEM,

    • - ­Legal Entity with rights to valid registered branding with registered trademarks and who manufactures via OEM operator products under its branding.

  • OEM operator,

    • - Legal Entity with manufacturing or packaging capabilities, authorised by the Brand Owner to produce products under Brand Owner branding

  • Distributor,

    • - ­Legal Entity involved in distribution products of Brand Owners

  • Retailer,

    • - ­Legal Entity selling products to consumers in all types of retail environments including ecommerce

  • Consumer Mobile Application User,

    • - ­An individual who have installed Downloadable Application on their respective mobile devise and accepted valid terms of use.

  • Logistic Mobile Application User,

    • - ­ System User or Invited System user who have installed Downloadable Application on their respective mobile devise and accepted valid terms of use.

  • CIQ Transparency Module User,

    • - ­System user who subscribed to CIQ transparency Module and Invited System users who are nominated by CIQ Transparency Module User

  • Brand Ambassador Administrator,

    • - ­Brand Owner who subscribed to the Brand Ambassador Administrator and manages operation of this module

  • Brand Ambassador POS Manager,

    • - ­Legal Entities operating retail stores, restaurants or other outlets where products of the Brand Owner are sold to the end consumer.

  • Brand Ambassador User,

    • - ­Sales representative who been invited by Brand Ambassador POS Manager or Brand Ambassador Administrator to represent a specific Brand Owner and access features offered by Brand Ambassador Module

  • Retail Portal User,

    • - ­Legal Entities operating retail stores and any Invited Users who wish to access features of the Retail Portal Module

  • Certification Partner,

    • - ­Legal Entities that authorised to issuer or validate claims in relation to other System Users and wish to make certain information available to other System Users in relation to product stored in the System.

  • GS1 MO,

    • - GS1 Member Organisation with rights to access certain information in the system and also publish its own information for the use of other System Users.





Schedule 5

Trade Marks



SHPING