Legal & policies

Welcome to ltvloyalty.com (together with any related websites, the “Site”). The Site and the LTV Loyalty service are owned and operated by Martin John Tucker trading as “netizenix” (ABN 49 259 017 110), a sole trader based in South Australia, Australia (“netizenix”, “we”, “us” or “our”). Please read these Terms of Use (“Terms”) carefully before using the Site. By accessing or using the Site or any of the content on the Site you agree to be legally bound by these Terms. If you do not accept these Terms, do not use the Site or any of its Content (defined below).

You represent to netizenix that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into these Terms for an entity, such as the company you work for, you represent that you have authority to bind that entity and you agree that “you” as used in these Terms includes both you personally and the entity you represent. You and netizenix are collectively referred to as the “Parties” and each is a “Party”.

1. Subscription Agreement

These Terms do not govern the use of the LTV Loyalty digital customer loyalty program service or other related services (the “Service”) operated by netizenix. If you are accessing or using the Service, then you are subject to the LTV Loyalty Subscription Agreement (currently available at this Legal page), or such other written contract as may be separately agreed and signed between you and netizenix.

2. netizenix Content

The Site contains HTML, applications, messages, text, files, images, photos, video, sounds, profiles, works of authorship and other content (collectively, “Content”) of netizenix or its licensors (“netizenix Content”). The Site (including the netizenix Content) is protected by copyright, trade mark, trade secret and other laws; and as between you and netizenix, netizenix owns and retains all rights in the Site and the netizenix Content. netizenix hereby grants to you a limited, revocable, non-sublicensable licence to access, display and perform the netizenix Content (excluding any computer code) solely for your personal, non-commercial use and solely as necessary to access and use the Site. Except as expressly permitted by netizenix in these Terms or on the Site, you may not copy, download, stream, capture, reproduce, duplicate, archive, upload, modify, translate, create derivative works based upon, publish, broadcast, transmit, retransmit, distribute, perform, display, sell or otherwise use or transfer any netizenix Content. You may not, either directly or through the use of any device, software, online resource or other means, remove, alter, bypass, avoid, interfere with or circumvent any copyright, trade mark or other proprietary notice on the netizenix Content or any digital rights management mechanism, device, or other content protection or access control measure associated with the netizenix Content.

3. Trademarks

The trade marks, logos and service marks (“Marks”) displayed on the Site, including the LTV Loyalty name and logo, are the property of netizenix or other third parties. You are not permitted to use these Marks without the prior written consent of netizenix or such third party.

4. Third-Party Services

The Site may make available, or third parties may provide, links to other websites, applications, resources, advertisements, Content or other products or services created, hosted or made available by third parties (“Third-Party Services”), and such third parties may use other third parties to provide portions of the Third-Party Service to you, such as technology, development or payment services. When you access or use a Third-Party Service, you are interacting with the applicable third party, not with netizenix, and you do so at your own risk. netizenix is not responsible for, and makes no warranties, express or implied, as to, the Third-Party Services or the providers of such Third-Party Services (including without limitation the accuracy or completeness of the information provided by such Third-Party Service or the privacy practices of any third party). Inclusion of any Third-Party Service or a link thereto on the Site does not imply approval or endorsement of such Third-Party Service. netizenix is not responsible or liable for the Content or practices of any Third-Party Service or third party, even if such Third-Party Service links to, or is linked by, the Site.

5. Privacy

Please review netizenix’s Privacy Policy for the Site (“Privacy Policy”), available at this Legal page, to learn about netizenix’s information collection, usage and disclosure practices with respect to information collected by netizenix through the Site.

6. Acceptable Use

Your use of the Site is subject to netizenix’s Acceptable Use Policy, available at this Legal page. netizenix is not responsible or liable for any user Content or conduct on the Site. If you become aware of any misuse of the Site, please report such misuse immediately to netizenix at legal@netizenix.com.

7. Compliance with Laws

You represent that, in agreeing to, and performing under, these Terms, you are not violating, and will not violate, any governmental laws, rules, regulations or orders that are applicable to your use of the Site (“Applicable Laws”). Without limiting the foregoing, you represent that, in connection with your performance under these Terms, you shall: (a) comply with Applicable Laws relating to anti-bribery and anti-corruption, which may include the Criminal Code Act 1995 (Cth), the US Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010; (b) comply with Applicable Laws imposing export controls and trade sanctions, including Australian sanctions laws such as the Autonomous Sanctions Act 2011 (Cth) and the Charter of the United Nations Act 1945 (Cth) (“Export Laws”), including those designating sanctioned countries, entities and persons (“Sanctions Targets”); and (c) not directly or indirectly export, re-export or otherwise deliver any netizenix software, content or services to a Sanctions Target, or broker, finance or otherwise facilitate any transaction in violation of any Export Laws. You represent that you are not a Sanctions Target or prohibited from receiving netizenix software, content or services pursuant to these Terms under Applicable Laws, including Export Laws.

8. Global Availability

netizenix controls the Site from South Australia, Australia. If you use the Site from other locations, you are responsible for compliance with local Applicable Laws. netizenix makes no representation that the products and services referenced on the Site are appropriate, or available, worldwide.

9. Indemnity

You agree to defend, indemnify and hold harmless netizenix and its employees, contractors and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, debt or expenses (including without limitation legal fees) arising out of or related to any claim, suit, action or proceeding by a third party arising out of or relating to your use of the Site, breach of these Terms (including any netizenix policy referenced in these Terms), violation of law, or any Content that you post, upload or cause to interface with the Site, or otherwise transfer, process, use or store in connection with the Site.

10. Disclaimers and No Advice

10.1. LTV Loyalty is a software product and hosted service only. netizenix does not provide, and nothing on the Site or in any Content constitutes, professional, legal, financial, tax, marketing, business or other advice, or any consulting services. Any information, reports, analytics, templates or other materials made available through the Site are provided for general information purposes only. You are solely responsible for evaluating the suitability of the Site and the Service for your circumstances and should obtain your own independent professional advice where required.

10.2. SUBJECT TO SECTION 10.3, THE SITE AND ALL CONTENT AND OTHER ITEMS MADE AVAILABLE BY NETIZENIX ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NETIZENIX ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (i) ERRORS, MISTAKES OR INACCURACIES OF DATA OR INFORMATION POSTED, DISPLAYED, PUBLISHED OR MADE AVAILABLE FOR DOWNLOAD OR USE ON THE SITE, (ii) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM USE OF THE SITE, (iii) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, OR (iv) THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY NOT UNDER NETIZENIX’S CONTROL.

10.3. Australian Consumer Law. Nothing in these Terms excludes, restricts or modifies any guarantee, condition, warranty, right or remedy conferred on you by the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) (“ACL”) or any other applicable law that cannot lawfully be excluded, restricted or modified. If any guarantee, condition or warranty is implied into these Terms under the ACL or any other applicable law and cannot be excluded, and netizenix is able to limit your remedy for a breach of that guarantee, condition or warranty, then netizenix’s liability for the breach is limited, at netizenix’s option, to: (a) in the case of services, the supply of the services again or the payment of the cost of having the services supplied again; and (b) in the case of goods, the replacement or repair of the goods, the supply of equivalent goods, or the payment of the cost of replacing or repairing the goods or of acquiring equivalent goods.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 10.3: (a) IN NO EVENT SHALL NETIZENIX OR ITS EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THE SITE; AND (b) IN NO EVENT SHALL NETIZENIX’S CUMULATIVE AND AGGREGATE LIABILITY UNDER THESE TERMS EXCEED TWO HUNDRED AUSTRALIAN DOLLARS (AUD $200). THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

12. Responsibility for End Users

You are responsible for violations of these Terms by anyone using the Site with your permission or using your account on an unauthorised basis. Your use of the Site to assist another person in an activity that would violate these Terms if performed by you is a violation of these Terms. These Terms apply to anyone accessing or using the Site; however, each provision in these Terms shall be interpreted to include, and apply to, any action directly or indirectly taken, authorised, facilitated, promoted, encouraged or permitted by a user of the Site, even if such person did not themselves violate the provision.

13. Termination and Monitoring

13.1. If you violate these Terms, netizenix may suspend or terminate your use of the Site. netizenix’s right to suspend or terminate your use of the Site applies even if a breach is committed unintentionally or without your authorisation, if netizenix believes that suspension or termination is necessary to ensure compliance with Applicable Laws or to protect the rights, safety, privacy, security or property of netizenix, its customers or third parties.

13.2. netizenix reserves the right, but does not assume the obligation, to investigate any violation of these Terms or misuse of the Site. netizenix has the right in its sole discretion to edit, refuse to post or remove any Content posted, displayed, published or made available for download or use on the Site that netizenix finds to be in violation of these Terms. netizenix may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Such reporting may include disclosing appropriate customer data. netizenix also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations.

14. Electronic Communications

When you visit the Site or send emails to netizenix, you are communicating with netizenix electronically, and you consent to receive communications from netizenix electronically. netizenix will communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that netizenix provides to you electronically satisfy any legal requirement that such communications be in writing.

15. Modifications

netizenix may modify these Terms at any time by posting a revised version on the Site. By accessing the Site, you agree to the latest version of these Terms.

16. Governing Law

These Terms will be interpreted, construed and enforced in all respects in accordance with the laws of South Australia, Australia, without reference to its choice of law principles. Any legal action or proceeding arising under or relating to these Terms shall be brought exclusively in the courts of South Australia and the courts of appeal from them, and the Parties expressly consent to personal jurisdiction and venue in those courts.

17. Miscellaneous

These Terms constitute the complete and exclusive statement of the agreement between the Parties and supersede all proposals, oral or written, and all other communications between the Parties relating to the subject matter of these Terms. In the event any information posted on the Site from time to time conflicts with any provision of these Terms, the applicable provision of these Terms shall control. Any terms and conditions of any other instrument issued by you in connection with these Terms which are in addition to, inconsistent with or different from these Terms shall be of no force or effect. These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and netizenix. You may not assign, transfer or sublicense all or any of your rights or obligations under these Terms without netizenix’s express prior written consent. netizenix may assign, transfer or sublicense all or any of netizenix’s rights or obligations under these Terms without restriction. The failure of netizenix to exercise or enforce any condition, term or provision of these Terms will not operate as a waiver of such condition, term or provision. Any waiver by netizenix of any condition, term or provision of these Terms shall not be construed as a waiver of any other condition, term or provision. If any provision of these Terms is held invalid or unenforceable, the remainder of these Terms shall continue in full force and effect. You agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. netizenix will not be responsible for failures to fulfil any obligations due to causes beyond its control. Non-English translations of these Terms are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and controls.

18. Contact

Please contact netizenix at legal@netizenix.com, or by post to, Legal, netizenix, PO Box 1108, Renmark SA 5341, Australia, with any questions regarding these Terms.

1. Introduction

This Privacy Policy explains how information about you is collected, used and disclosed by Martin John Tucker trading as “netizenix” (ABN 49 259 017 110) (“netizenix”, “we”, “us” or “our”) when you use our website ltvloyalty.com (“Website”) and the LTV Loyalty customer loyalty program services (“Platform”) (collectively, “Services”), or when you otherwise interact with us. We are a business based in South Australia, Australia.

We are committed to handling personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (“APPs”). For users located in the European Union or the United Kingdom, we also address the requirements of the General Data Protection Regulation (“GDPR”); in respect of personal information collected directly through the Services from such users, we are the data controller. This Privacy Policy also describes your choices regarding use, access and correction of personal information collected about you through our Services. Please read this Privacy Policy carefully and ensure that you understand it before you start to use our Services.

By accessing and using the Services, you acknowledge that you have read and understood the content of this Privacy Policy. We reserve the right to update this Privacy Policy from time to time. If we make changes, we will notify you by revising the date at the top of the Privacy Policy and, in some cases, we may provide you with additional notice (such as adding a statement to our homepage or sending you a notification). We encourage you to review the Privacy Policy whenever you access the Services or otherwise interact with us to stay informed about our information practices and the ways you can help protect your privacy.

2. Information You Provide to Us Through the Services

We collect and process information you provide directly to us via the Services. Personal information submitted through the Services includes the details you submit when you create an account, participate in any interactive features of the Services, pay for purchase orders, communicate with us via third-party social media sites, request customer support or otherwise communicate with us. The types of information we may collect include your name, email address, company name, postal address, phone number and any other information you choose to provide. To the extent you provide credit card information through the Services, that information is collected and processed by our third-party payment processors pursuant to their privacy policies and practices. Our payment processors may include Stripe (privacy policy: https://stripe.com/privacy) and PayPal (privacy policy: https://www.paypal.com/au/legalhub/privacy-full).

3. Information We Collect Automatically When You Use the Services

When you access or use the Services we automatically collect information about you, including:

• Log Files: We gather certain information about your use of the Services, including the type of browser you use, access times, pages viewed, your IP address and the page you visited before navigating to the Services, and store it in log files. We do not monitor or log data collected from your servers when using the Services, but we may log or monitor information about your access to our Services.
• Information Collected by Cookies and Other Tracking Technologies: We use various technologies to collect information, including cookies and web beacons. For more information about cookies, and how to disable them, please see our Cookie Policy at this Legal page, and the Your Choices section below.

4. Information We Collect from Other Sources

We may also obtain information from other sources and combine that with information we collect through our Services for purposes of advertising and user authentication. For example, we may allow you to sign up and log in using your Google account via single sign-on. If you sign up using your Google account, Google will ask your permission to share certain information from your Google account with us. This may include your first name, last name, email address, general location and timezone, as authorised in your Google account settings. This information is collected by Google and is provided to us under the terms of Google’s privacy policy, which you can find at https://policies.google.com/privacy. You can control the information that we receive from Google using the privacy settings in your Google account.

5. Use of Information

We may use information about you to:

• Enable you to have full access to the Services;
• Provide, maintain and improve the Services;
• Provide and deliver the products and services you request, process transactions and send you related information, including confirmations and invoices;
• Send you technical notices, updates, security alerts, and support and administrative messages;
• Respond to your comments, questions and requests, and provide customer support;
• Create your LTV Loyalty account and identify you when you sign in to your account in accordance with your agreement with us;
• Communicate with you about products, services, offers, promotions, rewards and events offered by netizenix and others, and provide news and information we think will be of interest to you;
• Monitor and analyse trends, usage and activities in connection with the Services;
• Detect, investigate and prevent fraud and other illegal activities and protect the rights and property of netizenix and others;
• Personalise and improve the Services and provide advertisements, content or features that match user profiles or interests;
• Notify you about important changes to the Services, including changes or updates to this Privacy Policy;
• Link or combine with information we get from others to help understand your needs and provide you with better service; and
• Carry out any other purpose described to you at the time the information was collected.

6. Sharing of Information

We may share your personal information as follows or as otherwise described in this Privacy Policy:

• With third-party service providers we have vetted and approved - including the third-party software platform, hosting and infrastructure providers we use to operate and deliver the Services, and our payment processor - who need access to such information to carry out work on our behalf, only to the extent necessary for the performance of the Services or any contract we enter into with you;
• In response to a request for information if we believe disclosure is permitted by, in accordance with, or required by, any applicable law, regulation or legal process, such as to comply with a subpoena or applicable court order;
• With any person to whom disclosure is necessary to enable us to enforce our rights under this Privacy Policy or under any agreement we enter into with you, or to protect the rights, property and safety of netizenix or third parties;
• In connection with, or during negotiations of, any sale, transfer, financing, restructure or acquisition of all or a portion of our business by or to another entity;
• With analytics and search engine providers that assist us in the improvement and optimisation of our Website, subject to our Cookie Policy; and
• With your consent or at your direction.

We may also share aggregated or de-identified information, which cannot reasonably be used to identify you.

7. Overseas Disclosure

netizenix is based in Australia; however, the third-party software platform, hosting, payment, analytics and support providers we use to deliver the Services may store or process personal information outside Australia, including in the United States and Europe. Where we disclose personal information to overseas recipients, we take reasonable steps, consistent with APP 8, to ensure those recipients handle personal information in a manner consistent with the APPs, including through contractual arrangements. By accessing or using the Services or otherwise providing information to us, you acknowledge that your information may be subject to processing, transfer and storage in jurisdictions where you may not have the same rights and protections as you do under Australian law.

8. Information Collected on Behalf of Customers in Providing Our Platform

In the case of personal information we handle or receive on behalf of a customer in connection with their access to, and use of, our Platform (“Customer PI”) - for example, information about a customer’s own loyalty program members - we have no direct relationship with the individuals to whom that information relates. If you are such an individual and are seeking access to, or would like to correct, amend or delete, Customer PI, you should direct your query to the applicable customer. We will respond within a reasonable timeframe to a customer’s request to remove Customer PI. The foregoing does not limit EU or UK individuals from making certain requests relating to their personal data as provided in the Your Rights section below.

We will not use Customer PI except for the purpose of providing and supporting the Services for the applicable customer. Customer PI will be retained for as long as needed for that purpose and as necessary to comply with our legal obligations, resolve disputes and enforce our agreements.

9. Marketing

Where permitted in our legitimate interests, or with your prior consent where required by law (including the Spam Act 2003 (Cth)), we will use your personal information for marketing and to provide you with promotional communications by email about our products and services. You can opt out of further marketing at any time by selecting the “unsubscribe” link at the end of all our marketing and promotional electronic communications to you, or by contacting us using the contact details set out in this Privacy Policy.

10. Advertising and Analytics Services Provided by Others

We may allow third-party advertising and analytics providers (for example, Google Analytics, Google Ads, Meta and LinkedIn) to collect information and serve advertisements on our behalf across the internet and in applications. These entities use technologies including cookies, web beacons, device identifiers and other tools to collect information about your use of the Services and other websites and applications, including your IP address, web browser, pages viewed, time spent on pages or in apps, links clicked and conversion information. This information may be used by netizenix and its service providers to, among other things, analyse and track data, determine the popularity of certain content, deliver advertising and content targeted to your interests on our Services and other websites, and better understand your online activity. For more information about cookies, or to opt out of having your web browsing information used for behavioural advertising purposes, please see our Cookie Policy at this Legal page.

11. Security

We take reasonable steps, including physical, technical and organisational measures, to protect your personal information from unauthorised access and against unlawful processing, accidental loss, destruction and damage. Unfortunately, transmission of information via the internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information submitted to us.

If we become aware of a data breach involving personal information we hold that is likely to result in serious harm, we will assess the breach and, where required, notify affected individuals and the Office of the Australian Information Commissioner in accordance with the Notifiable Data Breaches scheme under Part IIIC of the Privacy Act 1988 (Cth). Where we handle personal information on behalf of a customer, we will notify the relevant customer without undue delay after becoming aware of a data breach affecting that information so that the customer can meet its own notification obligations.

12. Retention

Your personal information will be retained by netizenix for the duration of your account and may be retained for a period after this time as necessary and relevant to our legitimate interests, our terms of agreement with you and in accordance with applicable legal obligations. This may include retention necessary to meet our tax reporting requirements as well as time required to enforce the relevant terms of agreement or to identify, issue or resolve legal proceedings. Where personal information is no longer needed, we will take reasonable steps to destroy or de-identify it.

We may retain a record of your stated objection to the processing of your data, including in respect of an objection to receiving marketing communications, for the sole legitimate purpose of ensuring that we can continue to respect your wishes and not contact you further, during the term of your objection.

13. Access, Correction and Complaints (Australia)

You may request access to, or correction of, the personal information we hold about you at any time by emailing us at legal@netizenix.com. We will respond to your request within a reasonable period. If we refuse a request, we will provide you with written reasons and the mechanisms available to complain about the refusal.

If you have a complaint about how we have handled your personal information, please contact us first at legal@netizenix.com and we will endeavour to resolve your complaint promptly. If you are not satisfied with our response, you may lodge a complaint with the Office of the Australian Information Commissioner (OAIC) at www.oaic.gov.au or by phone on 1300 363 992.

14. Your Rights (EU and UK Users)

Where we process the personal data of users located in the European Union or the United Kingdom, we do so on the following lawful bases: (a) with your consent, where required (for example, in relation to direct marketing), which you may withdraw at any time; (b) where the processing is necessary for the performance of a contract with you; (c) where the processing is necessary for compliance with a legal obligation to which we are subject; or (d) for the purposes of the legitimate interests pursued by us in promoting our business, providing the Platform to our customers pursuant to our legal agreements with them, and ensuring the security, accessibility and improvement of our Website and Platform.

If you are an EU or UK data subject, you may, by emailing us at legal@netizenix.com:

• Request access to the personal data concerned;
• Request that any incorrect personal data about you that we are processing be rectified;
• Request that we erase the personal data concerned, or restrict its processing;
• Object to processing based on our legitimate interests, and object at any time to processing for direct marketing;
• Request a copy of personal data you have provided to us in a structured, commonly used, machine-readable format (data portability);
• Withdraw your consent at any time where we are processing personal data relating to you on the basis of your prior consent, after which we shall stop the processing concerned; and
• Lodge a complaint with your local data protection supervisory authority if you have a complaint about any processing of your personal data being conducted by us.

If the requested data is Customer PI, please include the name of the applicable customer in your request; we will refer the request to that customer to respond directly to you and will support them as needed to respond to your request.

You can contact us about any data protection matter, including to exercise the rights above, at legal@netizenix.com. We have not appointed a separate data protection officer; privacy matters are handled by netizenix at that address. Where we are required to designate a representative in the European Union or the United Kingdom under Article 27 of the GDPR, we will publish that representative’s contact details in this Privacy Policy.

15. Your Choices

Account Information. Our customers may access, update or change personal information they have provided by logging into the Services or emailing us at legal@netizenix.com. Subject to the terms of their agreements with us, customers may deactivate their accounts by emailing us at legal@netizenix.com, but note that we may retain certain personal information as necessary to comply with our legal obligations or for legitimate business purposes, such as to resolve disputes or enforce our agreements. We may also retain cached or archived copies of personal information for a certain period of time. If you are an individual with whom one of our customers interacts with respect to the Services (e.g., a member of a customer’s loyalty program), as noted above, you should direct any requests regarding access, modification or deletion of personal information to the applicable customer.

Cookies. Most web browsers are set to accept cookies by default. If you prefer, you can usually choose to set your browser to remove or reject browser cookies. Please note that if you choose to remove or reject cookies, this could affect the availability and functionality of our Services. For more information, please see our Cookie Policy at this Legal page.

Promotional Communications. You may opt out of receiving promotional emails from netizenix by following the instructions in those emails or by emailing legal@netizenix.com. If you opt out, we may still send you non-promotional emails, such as those about your account or our ongoing business relations.

16. External Links

The Website may, from time to time, contain links to external sites. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites. We are not responsible for the privacy policies or the content of such sites.

17. Contact Us

If you have questions or concerns about this Privacy Policy, or wish to make a privacy request or complaint, please contact us at: Legal, netizenix, PO Box 1108, Renmark SA 5341, Australia, or legal@netizenix.com.

This Subscription Agreement (this “Agreement”) contains terms and conditions that govern your purchase of subscriptions to, and use of, the Services (as defined below), and is a contract between Martin John Tucker trading as “netizenix” (ABN 49 259 017 110), a sole trader based in South Australia, Australia (“netizenix”), and you or the entity or organisation that you represent. netizenix provides the Services under the brand name “LTV Loyalty”.

If you are an individual using the Services for your own purposes: (1) all references to “Customer” are to you and (2) you represent and warrant that you are at least 18 years of age, or have otherwise reached the age of “majority” where you reside, and that you have the right, power and authority to enter into this Agreement.

If you are using the Services on behalf of an entity or organisation that you represent: (1) all references to “Customer” are to that entity or organisation and (2) you represent and warrant that you are at least 18 years of age, or have otherwise reached the age of “majority” where you reside, and that you have the right, power and authority to enter into this Agreement on behalf of Customer.

This Agreement becomes binding and effective on Customer upon the earliest of: (1) when you access or use the Services, (2) when you click an “I Accept,” “Sign up” or similar button or check box referencing this Agreement, or (3) when you enter into an Order (as defined below) with netizenix.

1. Orders

This Agreement sets forth the terms pursuant to which Customer may access and use netizenix’s LTV Loyalty Services in connection with one or more Orders. Subject to the terms of an Order, the Services will support Customer’s operation of a digital customer loyalty program for the Customer’s business (collectively, but exclusive of the subscribed Services, “Customer’s Environment”).

2. Access and Use

2.1. Subject to the applicable Order and this Agreement, netizenix hereby grants to Customer the right to access and use the Services in accordance with the Documentation during the Order Term for Customer’s Environment.

2.2. All rights granted by each Party to the other under this Section 2 are limited, nonexclusive and, except as otherwise provided in this Agreement, non-transferable.

3. Availability

netizenix commits to make the Services Available at least 99.8% of the time, exclusive of any time the Services are not Available as a result of one or more Exceptions (the “Availability Standard”). If the actual Availability of the Services is less than the Availability Standard in any two consecutive months, Customer may terminate the applicable Order in the calendar month following such two-month period upon written notice to netizenix. In the event of such termination, netizenix will issue Customer a Pro-Rated Refund (as defined in Section 13.3).

4. Support

Subject to this Agreement, netizenix will provide Support to Authorized Users by email. Although resolution times are not guaranteed, netizenix commits to respond to each request for Support from an Authorized User (each, a “Support Request”) within 48 hours. Customer’s sole and exclusive remedy for any alleged failure by netizenix to provide Support with reasonable skill, care and diligence following a Support Request shall be re-performance of the applicable Support, subject to Section 20 (Australian Consumer Law).

5. Security and Privacy

5.1. Each Party has obligations with respect to the security of the Services and Customer Data. Taking into account the nature and types of Customer Data, netizenix will employ administrative, physical and technical measures in accordance with applicable industry practice to protect the Services and prevent the accidental loss or unauthorised access, use, alteration or disclosure of Customer Data under its control during each Order Term.

5.2. Customer is responsible for properly configuring the Services in accordance with the Documentation, enabling single sign-on for Customer’s accounts, and securing access passwords, keys, tokens or other credentials used by Customer in connection with the Services (collectively, “Customer Credentials”). Customer agrees to use reasonable efforts to prevent unauthorised access or use of the Services and to promptly notify netizenix if Customer believes (a) any Customer Credentials have been lost, stolen or made available to an unauthorised third party or (b) an unauthorised third party has accessed the Services or Customer Data.

5.3. Except for limited Personal Information in Account Data, netizenix does not require Personal Information for Customer’s access and use of the Services. Customer shall limit Personal Information in Account Data to only that necessary for the creation and administration of its LTV Loyalty account. With regard to Customer Data, Customer shall not use the Services to Process any Sensitive Information and shall use reasonable efforts to restrict the inclusion of other Personal Information in Customer Data. The Documentation provides further information on both filtering Personal Information from, and masking Personal Information in, data before they are submitted to the Services.

5.4. netizenix may Process information about Customer’s configuration and use of the Services (“Usage Data”), Customer Data and Account Data: (a) to manage Customer’s account; (b) to provide and improve the Services and Support, including to address Support Requests and troubleshoot other issues; and (c) to provide Customer and Authorized Users insights, service and feature announcements and other reporting. netizenix may also Process Usage Data that has been aggregated and/or anonymised (including, for clarity, that does not allow a third party to identify Customer as the source of the information): (i) to develop new services and features and (ii) to promote netizenix’s services, including, for example, through analyses of patterns and trends. Customer acknowledges that netizenix uses third-party software platform, hosting and infrastructure providers to deliver the Services, and that Usage Data, Customer Data and Account Data may be Processed by those providers (including outside Australia) solely in connection with the provision of the Services. netizenix’s Processing of Usage Data, Customer Data and Account Data shall at all times be subject to netizenix’s obligations under this Agreement, including those of security under Section 5.1 and confidentiality under Section 11; the DPA (as defined in Section 7.1), if applicable; and, with respect to Account Data, the Privacy Policy.

6. Customer Responsibilities and Restrictions

6.1. Customer will be solely responsible for: (a) Customer’s Environment, including as necessary to enable Authorized Users’ access and use of the Services; (b) Account Data, Customer Data and Customer Credentials (including activities conducted with Customer Credentials), subject to netizenix’s Processing obligations under this Agreement; (c) providing any required notices to, and receiving any required consents and authorisations from, Customer Component providers, Authorized Users and persons whose Personal Information may be included in Account Data, Customer Data or Customer Credentials; and (d) ensuring use of the Services is only for Customer’s Environment and in accordance with the AUP, Documentation and applicable Third-Party Terms.

6.2. No provision of this Agreement includes the right to, and Customer shall not, directly or indirectly: (a) enable any person or entity other than Authorized Users to access and use the Services; (b) attempt to gain unauthorised access to any Service or its related systems or networks; (c) use any Service to access netizenix Intellectual Property Rights except as permitted under this Agreement; (d) modify, copy or create any derivative work based upon a Service or any portion, feature or function of a Service; (e) resell, distribute or otherwise make available any Service to any third party, including as part of a managed services offering; (f) except to the extent limited by Applicable Law, reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, the Services or access or use the Services or Documentation in order to (1) copy ideas, features, functions or graphics, (2) develop competing products or services, or (3) perform competitive analyses; (g) remove, obscure or alter any proprietary notice related to the Services; (h) send or store Malicious Code; (i) use or permit others to use the Services in violation of Applicable Law; or (j) use or permit others to use the Services other than as described in the applicable Order, Documentation and this Agreement.

6.3. netizenix reserves the right to investigate potential violations of the above provisions of this Section 6. In the event netizenix reasonably believes a violation has occurred, in addition to any other remedies available at law or in equity (including termination pursuant to Section 13.6), netizenix will have the right to suspend Authorized Users suspected of the violation from accessing the Services for so long as is reasonably necessary to address the potential violation. Except where netizenix reasonably believes the violations are wilful, or in urgent or emergency situations, netizenix will notify Customer of any such suspension in advance (each, a “Suspension Notice”) and work with Customer in good faith to resolve the potential violation. For clarity, netizenix reserves the right, but does not assume any obligation to Customer (except with respect to the Suspension Notice), to take any of the actions described in this Section 6.3.

7. Compliance with Applicable Laws

Each Party agrees to comply with all Applicable Laws with respect to its performance of its obligations and exercise of its rights under this Agreement. Without limiting the foregoing:

7.1. Each Party shall comply with Applicable Laws concerning the privacy and protection of Personal Information, including (as applicable) the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Without limiting Section 6.1, Customer will be solely responsible for providing any notices required by Applicable Law to, and receiving any consents and authorisations required by Applicable Law from, persons whose Personal Information may be included in Account Data, Customer Data or Customer Credentials. Without limiting Section 5.3, if Customer believes Customer Data may include the Personal Information of natural persons located in the European Economic Area or the United Kingdom and wishes to execute a Data Processing Addendum (“DPA”) pursuant to the GDPR, Customer may do so by submitting a request by email to legal@netizenix.com. Promptly following netizenix’s receipt of Customer’s request, netizenix will send Customer a DPA ready for execution.

7.2. Each Party shall comply with Applicable Laws concerning anti-bribery and anti-corruption, which may include the Criminal Code Act 1995 (Cth), the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010. As of the date of this Agreement and the date of each Order, Customer represents that it has neither received nor been offered any illegal or improper bribe, kickback, payment, gift or thing of value from any employee, agent or representative of netizenix in connection with this Agreement. Customer agrees to promptly notify netizenix if it learns of any violation of the foregoing. This representation is not intended to include customary and reasonable gifts and entertainment provided in the ordinary course of business, to the extent such gifts and entertainment are permitted by Applicable Law.

7.3. Each Party shall (a) comply with Applicable Laws imposing export controls and trade sanctions, including Australian sanctions laws such as the Autonomous Sanctions Act 2011 (Cth) and the Charter of the United Nations Act 1945 (Cth), and other applicable export control and trade sanction laws (“Export Laws”), including those designating sanctioned countries, entities and persons (“Sanctions Targets”), and (b) not directly or indirectly export, re-export or otherwise deliver Services to a Sanctions Target, or broker, finance or otherwise facilitate any transaction in violation of any Export Laws. Customer represents that it is not a Sanctions Target or prohibited from receiving Services pursuant to this Agreement under Applicable Laws, including Export Laws.

8. Pricing and Fees

8.1. Customer agrees to pay all fees charged by netizenix for Customer’s use of Services in accordance with this Agreement and applicable Order(s) and Service Plan(s) (collectively, “Fees”). Except as otherwise provided in an Order: (a) Fees for Services are set forth on the Pricing Page; (b) Fees must be paid in Australian dollars and, subject to Section 8.2, at the time the applicable Order is made; and (c‌) Fees for Services include Support at no additional charge.

8.2. If Customer is paying Fees using a credit card or any digital payment method supported by netizenix, Customer authorises netizenix to charge Customer’s account for the Services using that payment method. Customer must keep all information in its billing account current to ensure that all Fees are charged to the appropriate account and are timely paid. If Customer notifies netizenix to stop using a previously designated payment method and fails to designate an alternative, netizenix may immediately suspend use and access to the Services. Any notice from Customer changing its billing account will not affect charges netizenix submits to Customer’s billing account before netizenix reasonably can act on Customer’s request. netizenix uses third-party payment processors (such as Stripe and PayPal) to manage payment processing, and these processors are not permitted to use Customer’s payment information except in connection with Customer’s authorised purchases. Notice (including email) from netizenix’s third-party payment processor declining Customer’s payment method or otherwise relating to Customer’s account will be deemed valid notice from netizenix.

9. Taxes and GST

9.1. All Fees are exclusive of taxes, levies, duties or charges imposed by government authorities (collectively, “Taxes”), including GST.

9.2. If GST is payable on any supply made by netizenix under or in connection with this Agreement, Customer must pay to netizenix, in addition to the Fees, an amount equal to the GST payable on that supply, at the same time as the Fees are payable, subject to netizenix providing Customer with a tax invoice. In this Agreement, “GST” has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

9.3. Customer shall be solely responsible for all sales, service, value-added, use, excise, consumption and any other Taxes on amounts payable by Customer under the Orders and this Agreement (other than any Taxes on netizenix’s income, revenues or assets). Without limiting the foregoing, if Customer is required to deduct or withhold any Taxes under Applicable Laws outside Australia, Customer shall remit such Taxes in accordance with those Applicable Laws and all Fees payable shall be increased so that netizenix receives an amount equal to the sum it would have received had no withholding or deduction been made.

10. Ownership

As between the Parties: (a) Customer owns all right, title and interest in and to Customer’s Environment and Customer Data, including in each case all associated Intellectual Property Rights, and (b) netizenix owns or licenses all right, title and interest in and to the Services, Documentation and Feedback, including in each case all associated Intellectual Property Rights. Except for the rights expressly granted by one Party to the other in this Agreement, all rights are reserved by the granting Party.

11. Confidentiality

11.1. As used in this Agreement, “Confidential Information” means any information disclosed by one Party, its business partners or their respective employees, agents or contractors (collectively, the “Discloser”) that is designated as confidential, either orally or in writing, or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes without limitation: (a) Customer Data; (b) information relating to the Discloser’s technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (c) third-party information that the Discloser is obligated to keep confidential; and (d) the terms of this Agreement and all Orders. However, Confidential Information does not include any information that: (i) was known to the Party that receives any Confidential Information (the “Recipient”) prior to receiving the same from the Discloser in connection with this Agreement; (ii) is independently developed by the Recipient without reference to or use of the Discloser’s Confidential Information; (iii) is acquired by the Recipient from another source without restriction as to use or disclosure; or (iv) is or becomes publicly available through no fault or action of the Recipient.

11.2. The Recipient shall not (a) use the Discloser’s Confidential Information for any purpose outside the scope of this Agreement without the Discloser’s prior written consent or (b) disclose the Discloser’s Confidential Information to any person or entity, except to the Recipient’s employees, agents, contractors and service providers who (i) are bound by non-use and non-disclosure obligations at least as protective as those contained in this Agreement and (ii) have a need to know the Confidential Information for the Recipient to exercise its rights or perform its obligations under this Agreement. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information to the limited extent any use or disclosure is required by Applicable Law or a valid and binding order of a governmental body (such as a subpoena or court order), provided that, to the extent permitted under Applicable Law, the Recipient uses reasonable efforts to give the Discloser reasonable advance notice thereof to afford the Discloser an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information. In the event of any breach or threatened breach by the Recipient of its obligations under this Section, the Discloser will be entitled to seek injunctive and other equitable relief to enforce such obligations.

12. Disclaimers and No Advice

12.1. SUBJECT TO SECTION 20, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY OR GUARANTEE OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

12.2. SUBJECT TO SECTION 20, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL SERVICES, SUPPORT AND ANY OTHER MATERIAL ARE PROVIDED BY NETIZENIX ON AN “AS IS” AND “AS AVAILABLE” BASIS. NETIZENIX MAKES NO REPRESENTATION OR WARRANTY, AND HAS NO SUPPORT OBLIGATIONS OR LIABILITY, WITH RESPECT TO ANY CUSTOMER COMPONENT. WITHOUT LIMITING THE OTHER PROVISIONS OF THIS SECTION 12, NETIZENIX MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, DOCUMENTATION, ANCILLARY TOOLS OR ANY OTHER MATERIAL, OR RESULTS OF THE USE THEREOF, WILL: (a) MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS; (b) OPERATE WITHOUT INTERRUPTION; (c) ACHIEVE ANY INTENDED RESULT; (d) BE ERROR FREE OR (e) BE COMPATIBLE, WORK WITH OR CONTINUE TO WORK WITH CUSTOMER COMPONENTS. ANY CHANGES TO CUSTOMER COMPONENTS (INCLUDING THEIR UNAVAILABILITY) OR THIRD-PARTY TERMS DURING AN ORDER TERM DO NOT AFFECT CUSTOMER’S OBLIGATIONS UNDER THE APPLICABLE ORDER OR THIS AGREEMENT.

12.3. No Advice. The Services comprise a software product and hosted service only. netizenix does not provide, and nothing in the Services, the Documentation or any related material constitutes, professional, legal, financial, tax, marketing, business or other advice, or any consulting services. Any reports, analytics, insights, templates or similar materials generated by or made available through the Services are provided for general information purposes only. Customer is solely responsible for evaluating the suitability of the Services for its business, for all decisions made in reliance on the Services and for obtaining its own independent professional advice where required.

13. Term and Termination

13.1. The term of this Agreement will continue through the expiration or earlier termination of the last Order to be in effect.

13.2. Upon expiration or earlier termination of an Order: (a) subject to Section 13.4, all rights granted to Customer with respect to Services under such Order will terminate effective as of the effective date of termination; and (b) subject to Section 13.4, netizenix will have no obligation to provide Services to Customer or Authorized Users after the effective date of the termination.

13.3. If an Order is terminated early by Customer pursuant to Section 3 or Section 13.6, or by netizenix pursuant to Section 14.2: (a) Customer shall not be obligated to pay any additional amounts specified in the Order following the effective date of termination and (b) netizenix will refund to Customer a pro rata share of any unused amounts prepaid by Customer under the applicable Order for the Services on the basis of the remaining portion of the current Order Term (a “Pro-Rated Refund”). In all other cases, and regardless of whether Customer uses the Services at the levels reflected in the Orders or otherwise, Customer will not be entitled to a refund of Fees paid (subject to Section 20 and any non-excludable rights under Applicable Law) and any unpaid Fees outstanding will become immediately due and payable.

13.4. Provided Customer has paid all amounts due under this Agreement, and subject to any applicable shorter Service Plan retention periods, for up to 30 days from the effective date of termination of this Agreement an Authorized User designated by Customer will be permitted to continue to access and download Customer Data that was accessible to Authorized Users through the Services immediately prior to termination. The designated Authorized User’s access and use will continue to be subject to the terms of this Agreement, provided the Authorized User shall not access or use the Services other than to download Customer Data.

13.5. The provisions set forth in the following Sections, and any other right or obligation of the Parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: 5.4, 6.2, 7 through 15, and 17 through 27.

13.6. Termination for Cause. Either Party may terminate this Agreement and each affected Order, effective immediately upon written notice, if the other Party materially breaches this Agreement or an Order and, where the breach is capable of cure, fails to cure it within 30 days after receiving written notice describing the breach. In addition, netizenix may, effective immediately upon written notice, suspend or terminate this Agreement and each affected Order if: (a) Customer fails to pay any Fees when due and does not cure that failure within 10 days after receiving written notice; (b) Customer or an Authorized User materially breaches Section 6.2 or the AUP; or (c) netizenix is required to do so to comply with Applicable Law or a binding order of a governmental body. Termination under this Section 13.6 is without prejudice to any other right or remedy of the terminating Party and does not relieve Customer of its obligation to pay Fees accrued before the effective date of termination.

14. Indemnification

14.1. Subject to Sections 14.2 and 14.4, netizenix agrees to defend, indemnify and hold harmless Customer, its Participating Affiliates (as defined in Section 18) and their employees, contractors, agents, officers and directors (collectively, “Customer Indemnitees”), from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including without limitation legal fees) (collectively, “Losses”) arising out of or related to any legal claim, suit, action or proceeding (each, an “Action”) by a third party alleging that use of the Services as permitted under this Agreement infringes such third party’s patent, copyright or trade mark, or misappropriates such third party’s trade secrets (each, a “Customer Infringement Claim”).

14.2. If the Services become, or in netizenix’s opinion are likely to become, the subject of a Customer Infringement Claim, netizenix may in its discretion and at its own expense: (a) obtain for Customer the right to continue using the Services; (b) modify the Services so that they no longer infringe or misappropriate; or (c) terminate this Agreement and all Orders and issue a Pro-Rated Refund. netizenix will have no obligation to indemnify Customer for a Customer Infringement Claim to the extent it arises from any of the following (collectively, “Customer-Controlled Matters”): (i) Customer’s Environment, including Connections to Customer Components, whether enabled through APIs, Ancillary Tools or otherwise; (ii) Account Data, Customer Data or Customer Credentials (including activities conducted with Customer Credentials), subject to netizenix’s Processing obligations under this Agreement; or (iii) use of the Services by Customer or an Authorized User in a manner that breaches an Order, Service Plan or this Agreement. SUBJECT TO SECTION 20, SECTIONS 14.1 AND 14.2 STATE NETIZENIX’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDIES FOR ANY CLAIM OF INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR MISAPPROPRIATION.

14.3. Subject to Section 14.4, Customer agrees to defend, indemnify and hold harmless netizenix and its employees, contractors, agents, officers and directors (collectively, “netizenix Indemnitees”), from and against any and all Losses arising out of or related to any Action by a third party arising out of or relating to Customer-Controlled Matters.

14.4. A Customer Indemnitee or netizenix Indemnitee (each, an “Indemnitee”) seeking indemnification shall promptly notify the other Party (each, an “Indemnifying Party”) in writing of any Action for which it seeks indemnification pursuant to Section 14.1 or 14.3 (as applicable) and cooperate with the Indemnifying Party at the Indemnifying Party’s expense. The Indemnifying Party shall promptly take control of the defence and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the Indemnifying Party’s expense. An Indemnitee may participate in and observe the proceedings at its own expense with counsel of its own choice. A Party’s failure to perform any obligations under this Section 14.4 will not relieve the Indemnifying Party of its obligations under Section 14.1 or 14.3 (as applicable) except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnifying Party shall not settle an Action without the Indemnitee’s written consent if such settlement shall require action or payment by the Indemnitee.

15. Limitations of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUBJECT TO SECTION 20 AND EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 15: (a) IN NO EVENT SHALL EITHER PARTY OR ITS EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT; AND (b) IN NO EVENT SHALL EITHER PARTY’S CUMULATIVE AND AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID TO NETIZENIX BY CUSTOMER UNDER THE APPLICABLE ORDER(S), INCLUDING PRIOR ORDERS FOR THE SAME SERVICES, IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION (COLLECTIVELY, THE “EXCLUSIONS”) APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF THE NON-BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE EXCLUSIONS SHALL NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14, CUSTOMER’S BREACH OF SECTION 6.2, OR CUSTOMER’S PAYMENT OBLIGATIONS TO NETIZENIX UNDER THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 15 ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE EXCLUSIONS IN DETERMINING TO ENTER INTO THIS AGREEMENT AND THE PRICING FOR THE SERVICES.

16. Publicity

Neither Party shall, except as otherwise required by Applicable Law or stock exchange requirements, issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement or otherwise use the other Party’s marks or logos without the prior written consent of the other Party; provided, however, that netizenix may (subject to its obligations of non-attribution under Section 5.4) include Customer’s name and logo in its lists of customers, its public website and other promotional material. netizenix agrees to promptly cease such uses of Customer’s name and logo following Customer’s request sent to legal@netizenix.com.

17. Notices

Subject to change pursuant to this Section: (a) netizenix’s physical address for notices is Legal, netizenix, PO Box 1108, Renmark SA 5341, Australia, and its email address for notices is legal@netizenix.com; and (b) Customer’s physical and email addresses for notices are those associated with its Order(s). Notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to be sufficiently given: (i) one business day after being sent by overnight courier to the Party’s physical address; (ii) three business days after being sent by registered mail, return receipt requested, to the Party’s physical address; or (iii) one business day after being sent by email to the Party’s email address (provided that (1) the sender does not receive a response that the message could not be delivered or an out-of-office reply and (2) any notice for an indemnifiable Action must be sent by courier or mail pursuant to clause (i) or (ii)). Either Party may change its address(es) for notice by providing notice to the other in accordance with this Section.

18. Customer Affiliates

Where an Affiliate of Customer has not entered into an Order or other separate agreement directly with netizenix, Customer may authorise that Affiliate (each, a “Participating Affiliate”) to access and use the Services under an existing Order between netizenix and Customer. In such cases, references to “Customer” in the applicable Order and this Agreement will be deemed references to both Customer and the Participating Affiliate. Customer and its Participating Affiliates will be jointly and severally liable for compliance with this Agreement and all Orders hereunder. As between netizenix and Customer, Customer accepts full liability for the acts and omissions of its Participating Affiliates.

19. Assignment

So long as Customer remains current in the payment of all amounts when due, Customer may assign this Agreement in connection with any merger, consolidation or reorganisation involving Customer (regardless of whether Customer is a surviving or disappearing entity), or a sale of all or substantially all of Customer’s business or assets relating to this Agreement to an unaffiliated third party. Subject to the foregoing, Customer may not assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without netizenix’s prior written consent, and any purported assignment in violation of this Section is void. netizenix may assign this Agreement in connection with any sale, transfer or restructure of all or part of its business. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

20. Australian Consumer Law

20.1. Certain legislation, including the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) (“ACL”), may confer on Customer guarantees, conditions, warranties, rights and remedies that cannot lawfully be excluded, restricted or modified (“Non-Excludable Rights”). Nothing in this Agreement (including Sections 4, 12, 13.3, 14 and 15) excludes, restricts or modifies any Non-Excludable Rights.

20.2. To the extent netizenix is entitled to do so, where any guarantee, condition or warranty is implied into this Agreement under the ACL or any other Applicable Law and cannot be excluded, netizenix limits its liability for a breach of that guarantee, condition or warranty, at netizenix’s option, to: (a) in the case of services, the supply of the services again or the payment of the cost of having the services supplied again; and (b) in the case of goods, the replacement or repair of the goods, the supply of equivalent goods, or the payment of the cost of replacing or repairing the goods or of acquiring equivalent goods.

21. Independent Parties; No Third-Party Beneficiaries

The Parties expressly understand and agree that their relationship is that of independent contractors. Nothing in this Agreement shall constitute one Party as an employee, agent, joint venture partner or servant of another. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

22. Force Majeure

Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments), when and to the extent such failure or delay is caused by acts of God; flood, fire or explosion; war, terrorism, invasion, riot or other civil unrest; embargoes or blockades in effect on or after the date of this Agreement; or national or regional emergency (each of the foregoing, a “Force Majeure Event”), in each case, provided the event is outside the reasonable control of the affected Party, the affected Party provides prompt notice to the other Party, stating the period of time the occurrence is expected to continue, and the affected Party uses diligent efforts to end the failure or delay and minimise the effects of such Force Majeure Event.

23. Governing Law; Venue

This Agreement shall be governed by and construed and enforced in accordance with the laws of South Australia, Australia, without giving effect to its choice of law rules. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the courts of South Australia and the courts of appeal from them, and the Parties expressly consent to personal jurisdiction and venue in those courts. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

24. Miscellaneous

This Agreement, together with all Orders and the AUP, is the complete and exclusive statement of the agreement between the Parties and supersedes all proposals, questionnaires and other communications and agreements between the Parties (oral or written) relating to the subject matter of this Agreement. Any terms and conditions of any other instrument issued by Customer in connection with this Agreement which are in addition to, inconsistent with or different from the terms and conditions of this Agreement shall be of no force or effect. Additionally, this Agreement supersedes any confidentiality, non-disclosure, evaluation or trial agreement previously entered into by the Parties with respect to Customer’s or an Affiliate’s evaluation of the Services or otherwise with respect to the Services. Except as otherwise provided in Section 27, this Agreement may be modified only by a written instrument duly executed by authorised representatives of the Parties. The failure of a Party to exercise or enforce any condition, term or provision of this Agreement will not operate as a waiver of such condition, term or provision. Any waiver by either Party of any condition, term or provision of this Agreement shall not be construed as a waiver of any other condition, term or provision. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. For purposes of this Agreement, the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; the word “or” is not exclusive; and the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole.

25. Definitions

Capitalised terms not otherwise defined in this Agreement shall have the respective meanings assigned to them in this Section 25.

“Account Data” means information about Customer that Customer provides to netizenix in connection with the creation or administration of its LTV Loyalty account, such as first and last name, user name and email address of an Authorized User or Customer’s billing contact. Customer shall ensure that all Account Data is current and accurate at all times during the applicable Order Term, and shall in no event include Sensitive Information in Account Data.

“ACL” means the Australian Consumer Law, being Schedule 2 to the Competition and Consumer Act 2010 (Cth).

“Affiliate” means, with respect to a Party, a business entity that directly or indirectly controls, is controlled by or is under common control with, such Party, where “control” means the direct or indirect ownership of more than 50% of the voting securities of a business entity.

“Ancillary Tools” means any tools, connectors, plug-ins, APIs, sample code, scripts or other utilities that netizenix makes available to help Customer configure, integrate or use the Services, including in connection with Customer Components.

“Applicable Laws” means any and all governmental laws, rules, directives, regulations or orders that are applicable to a particular Party’s performance under this Agreement.

“AUP” means netizenix’s standard Acceptable Use Policy, currently available at this Legal page.

“Authorized User” means an individual employee, agent or contractor of Customer or a Participating Affiliate for whom subscriptions to Services have been purchased pursuant to the terms of the applicable Order and this Agreement, and who has been supplied user credentials for the Services by Customer or the Participating Affiliate (or by netizenix at Customer’s or a Participating Affiliate’s request).

“Available” means the Services are available for access and use by end users over the internet; “Availability” has a correlative meaning. Availability is assessed from the point where the Services are made available from netizenix’s hosting provider and measured in minutes over the course of each calendar month during the Order Term. Customer may request Availability information by submitting a Support Request.

“Connections” means the integrations or connections established between the Services and any Customer Component, whether enabled through APIs, Ancillary Tools or otherwise.

“Customer Component” means any product, service, application, system, network, database, integration or other technology (including any third-party product or service) that is owned or controlled by, or licensed or made available to, Customer and that Customer elects to connect to, integrate with or use in conjunction with the Services; “Customer Components” has a correlative meaning.

“Customer Data” means any data, content or information (including Personal Information) that Customer or an Authorized User submits to, stores in, or has Processed by the Services in connection with Customer’s use of the Services, but excludes Account Data, Usage Data and Feedback.

“Documentation” means netizenix’s standard user documentation for the Services, currently available at help.digitalwallet.cards.

“Exceptions” means any of: (a) Customer’s breach of this Agreement, an Order or the AUP; (b) Customer’s failure to configure and use the Services in accordance with the Documentation; (c) failures of, or issues with, Customer’s Environment; (d) Force Majeure Events; (e) netizenix’s suspension of Authorized Users’ access to the Services pursuant to Section 6.3; or (f) maintenance during a window for which netizenix provides notice by email or through the Services in advance.

“Feedback” means bug reports, suggestions or other feedback with respect to the Services or Documentation provided by Customer to netizenix, exclusive of any Customer Confidential Information therein.

“GDPR” means the General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing of Directive 95/46/EC, including as it forms part of the law of the United Kingdom.

“GST” has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trade mark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Order” means a separate order for Services pursuant to this Agreement: (a) completed and submitted by Customer online at the LTV Loyalty site and accepted by netizenix or (b) executed by netizenix and Customer.

“Order Term” means, with respect to each Order, the initial subscription term for the Services specified in the applicable Order and all renewal Order Terms, if any. In the event an Order does not specify a fixed term, then the Order Term will run from the Order’s effective date until the end of the calendar month in which either Party gives notice of termination in accordance with this Agreement, unless the Order is otherwise terminated earlier in accordance with this Agreement or the Order.

“Party” means each of netizenix and Customer.

“Personal Information” means information relating to an identified or identifiable natural person that is protected by Applicable Laws with respect to privacy where the individual resides, and includes “personal information” as defined in the Privacy Act 1988 (Cth).

“Pricing Page” means the publicly available web page(s) where netizenix publishes its list prices for Services, currently available at the Pricing page.

“Privacy Policy” means netizenix’s standard Privacy Policy, currently available at this Legal page.

“Process” means to perform an operation or set of operations on data, content or information, including to submit, transmit, post, transfer, disclose, collect, record, organise, structure, store, adapt or alter; “Processing” has a correlative meaning.

“Sensitive Information” means the following categories of Personal Information: (a) government-issued identification numbers, including tax file numbers; (b) financial account data; (c) biometric, genetic, health or insurance data; (d) financial information; (e) data revealing race, ethnicity, political opinions, religion, philosophical beliefs or trade union membership; (f) data concerning sex life or sexual orientation; and (g) data relating to criminal convictions and offences. Without limiting the foregoing, the term “Sensitive Information” includes Personal Information that is subject to specific or heightened requirements under Applicable Law or industry standards, such as “sensitive information” as defined in the Privacy Act 1988 (Cth), cardholder data under the PCI Data Security Standard, and special categories of personal data under the GDPR.

“Service Plan” means the packaged plan and associated features, as detailed at the Pricing Page, for the hosted LTV Loyalty service to which Customer subscribes.

“Services” means the hosted services to which Customer subscribes through, or otherwise uses following, an Order that are made available by netizenix online via the applicable login page and other web pages designated by netizenix. netizenix may make such changes to the Services as netizenix deems appropriate from time to time, provided such changes do not materially decrease the features or functionality of the Services as they existed at the effective date of this Agreement.

“Support” means netizenix’s standard customer technical support for the Services, currently provided exclusively via email.

“Third-Party Terms” means the terms, conditions and policies that apply to any Customer Component or other third-party product or service, as between Customer and the relevant third party.

26. Counterparts

Any written Order may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. Delivery of an executed counterpart of a signature page to an Order by email of a scanned copy, or execution and delivery through an electronic signature service (such as DocuSign), shall be effective as delivery of an original executed counterpart of the relevant Order.

27. Changes to this Agreement

netizenix may modify this Agreement at any time by posting a revised version at this Legal page, which modifications will become effective as of the first day of the calendar month following the month in which they were first posted; provided, however, that if an Order specifies a fixed term of 12 months or longer, the modifications will instead be effective immediately upon the start of the next renewal Order Term. In either case, if Customer objects to the updated Agreement, as its sole and exclusive remedy, Customer may choose not to renew, including cancelling any terms set to auto-renew. For the avoidance of doubt, any Order is subject to the version of the Agreement in effect at the time of the Order.

1. Introduction

This Cookie Policy explains how Martin John Tucker trading as “netizenix” (ABN 49 259 017 110), a sole trader based in South Australia, Australia (“netizenix”, “we”, “us” or “our”), uses cookies and similar technologies on our website ltvloyalty.com (“Website”) and the LTV Loyalty customer loyalty program services (“Platform”) (collectively, “Services”). This Cookie Policy should be read together with our Privacy Policy, available at this Legal page, which explains more generally how we handle personal information.

2. What Are Cookies?

Cookies are small text files that are placed on your computer or mobile device when you visit a website. They are widely used to make websites work, to make them work more efficiently, and to provide information to the operator of the site. In this Cookie Policy, we use the term “cookies” to also cover similar technologies such as web beacons, pixels, tags and local storage.

Cookies may be “session” cookies, which are deleted when you close your browser, or “persistent” cookies, which remain on your device for a set period or until you delete them. Cookies may be set by us (“first-party cookies”) or by third parties whose services we use (“third-party cookies”).

3. Cookies We Use

We use the following categories of cookies on the Services:

• Strictly necessary cookies: These are essential for the Services to function - for example, cookies that keep you signed in to your account, maintain your session, remember items during a transaction, balance server load and support security features. These cookies cannot be switched off through the Services; you can block them in your browser, but parts of the Services will then not work.
• Functional cookies: These remember choices you make (such as language, region or display preferences) so that we can provide a more personalised experience. If you block these cookies, some preferences will not be saved.
• Analytics and performance cookies: These collect information about how visitors use the Services - such as which pages are visited most often, how long visitors stay and whether they receive error messages - so that we can improve how the Services work. We may use third-party analytics providers such as Google Analytics for this purpose.
• Advertising and targeting cookies: These are used to deliver advertisements relevant to you and your interests, to limit the number of times you see an advertisement, and to measure the effectiveness of advertising campaigns. They may be placed by third-party advertising networks we use from time to time, such as Google Ads, Meta and LinkedIn, and remember that you have visited the Services. This information may be shared with other organisations, such as advertisers.

The specific cookies set may change over time as we update the Services and our providers. The table below lists the main cookies currently used and the category into which each falls:

4. Third-Party Cookies

Third-party cookies are set by organisations other than us, and those organisations handle the information those cookies collect in accordance with their own privacy and cookie policies. For example, Google explains its use of cookies at https://policies.google.com/technologies/cookies, and Meta explains its use of cookies at https://www.facebook.com/policies/cookies. We do not control third-party cookies, and you should review the relevant third party’s policy for more information.

5. Your Choices

Most web browsers are set to accept cookies by default. If you prefer, you can usually set your browser to refuse cookies, to accept only first-party cookies, or to alert you when a cookie is being set, and you can delete cookies that have already been placed. The “Help” section of your browser explains how. Please note that if you block or delete cookies, some parts of the Services may not function properly, and you may need to sign in again or re-set your preferences.

In addition to browser controls, you can opt out of certain cookies as follows:

• Google Analytics: install the Google Analytics opt-out browser add-on at https://tools.google.com/dlpage/gaoptout;
• Google advertising: manage your preferences at https://adssettings.google.com;
• Interest-based advertising generally: visit https://www.youronlinechoices.com.au (Australia) or https://www.youronlinechoices.eu (Europe) to opt out of participating networks.

Where required by applicable law (for example, for users in the European Union or United Kingdom), we will seek your consent before setting non-essential cookies, and you may withdraw that consent at any time using the mechanisms described above.

6. Changes to this Cookie Policy

We may update this Cookie Policy from time to time by posting a revised version at this Legal page and revising the date at the top of this policy. We encourage you to review this policy periodically.

7. Contact

If you have questions about this Cookie Policy or our use of cookies, please contact us at legal@netizenix.com, or by post at Legal, netizenix, PO Box 1108, Renmark SA 5341, Australia.

This Acceptable Use Policy (“AUP”) governs use of the websites and services operated under the LTV Loyalty brand, including ltvloyalty.com (collectively, the “Services”), by Martin John Tucker trading as “netizenix” (ABN 49 259 017 110), a sole trader based in South Australia, Australia (“netizenix”, “we”, “us” or “our”). This AUP is incorporated into, and forms part of, the LTV Loyalty Terms of Use and the LTV Loyalty Subscription Agreement. Capitalised terms used but not defined in this AUP have the meanings given to them in those documents.

By accessing or using the Services, you agree to comply with this AUP. If you use the Services on behalf of an entity or organisation, you are responsible for ensuring that everyone accessing the Services through your account complies with this AUP.

1. Prohibited Content

You may not use the Services to create, store, display, publish, distribute or transmit content that:

• Is illegal, or promotes or facilitates illegal activity, under any Applicable Laws;
• Infringes or misappropriates any person’s intellectual property rights, including copyright, trade marks and trade secrets;
• Is misleading or deceptive, or likely to mislead or deceive, in trade or commerce (including conduct that would contravene the Australian Consumer Law), or is otherwise fraudulent;
• Is defamatory, harassing, threatening or abusive, or incites violence or hatred against any individual or group, including on the basis of race, religion, ethnicity, gender, sexual orientation or disability;
• Is obscene or sexually explicit, or exploits or harms, or attempts to exploit or harm, minors in any way;
• Violates any person’s privacy, including by disclosing personal information without lawful authority or consent; or
• Contains Malicious Code, or links to or facilitates the distribution of Malicious Code.

2. Prohibited Conduct

You may not, and may not permit or encourage any third party to:

• Send unsolicited commercial electronic messages or other spam, including any message that would contravene the Spam Act 2003 (Cth) or equivalent anti-spam laws in other jurisdictions;
• Engage in phishing, identity theft, fraud or the impersonation of any person or entity, or misrepresent your affiliation with any person or entity;
• Harvest, scrape or collect information about others, including email addresses or phone numbers, without their consent;
• Attempt to gain unauthorised access to the Services, other accounts, or any related systems or networks, or test the vulnerability of the Services without netizenix’s prior written consent;
• Interfere with or disrupt the integrity or performance of the Services, including by mounting denial-of-service attacks, flooding, or deliberately overloading infrastructure;
• Circumvent or attempt to circumvent any usage limits, security measures or access controls applicable to the Services;
• Resell, sublicense or redistribute the Services except as expressly permitted by your agreement with netizenix; or
• Use the Services to develop a competing product or service, or copy any features, functions or graphics of the Services.

3. Messaging and Marketing Requirements

The Services enable you to communicate with members of your loyalty program, including by push notifications and other electronic messages. When sending any message through or in connection with the Services, you must:

• Only message individuals who have given the consent required by Applicable Law (including the Spam Act 2003 (Cth) for messages with an Australian link), and be able to evidence that consent;
• Clearly and accurately identify yourself as the sender and include accurate contact information;
• Include a functional unsubscribe or opt-out facility where required by Applicable Law, and honour opt-out requests promptly;
• Handle members’ personal information in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles and any other Applicable Laws, and your own privacy policy; and
• Not send messages to contact lists that have been purchased, rented, scraped or otherwise obtained without valid consent.

4. Reporting Violations

If you become aware of any violation of this AUP, please report it immediately to netizenix at legal@netizenix.com, including sufficient detail for us to investigate.

5. Enforcement

netizenix reserves the right, but does not assume the obligation, to investigate any suspected violation of this AUP. netizenix may remove or refuse to display content, and may suspend or terminate access to the Services, in accordance with the LTV Loyalty Terms of Use or Subscription Agreement (as applicable), where netizenix reasonably believes this AUP has been violated. netizenix may report activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators or other appropriate third parties, and may cooperate with them, including by disclosing relevant customer information as permitted by law. Nothing in this AUP obliges netizenix to monitor the Services or any content.

6. Changes to this AUP

netizenix may modify this AUP at any time by posting a revised version at this Legal page. By continuing to access or use the Services, you agree to the latest version of this AUP.

7. Contact

Please contact netizenix at legal@netizenix.com, or by post at Legal, netizenix, PO Box 1108, Renmark SA 5341, Australia, with any questions regarding this AUP.