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.

If you are a customer under the Subscription Agreement, and any matter is governed by both these Terms and the Subscription Agreement, the Subscription Agreement prevails to the extent of any inconsistency. Without limiting the foregoing, information published on the Site that is incorporated into the Subscription Agreement - including the Pricing Page - is governed by the Subscription Agreement.

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) for your own personal or internal business purposes, including to evaluate, purchase and use the Service, and solely as necessary to access and use the Site. This licence includes the right to download or print a single copy of any material expressly made available for download.

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 to any third party. 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. Our use of cookies and similar technologies is described in our Cookie Policy, also available at this Legal page.

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 reasonable legal fees) arising out of or related to any claim, suit, action or proceeding by a third party arising out of or relating to: (a) your breach of these Terms (including any netizenix policy referenced in these Terms); (b) your violation of Applicable Law; or (c) 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.

Your liability under this indemnity is reduced proportionately to the extent that a negligent act or omission of netizenix caused or contributed to the relevant claim, damage, obligation, loss, liability, cost, debt or expense.

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 the greater of (i) the total fees paid to netizenix by you in the 12 months immediately preceding the event giving rise to the liability, and (ii) one thousand Australian dollars (AUD $1,000).

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. Nothing in this Section limits netizenix’s liability for fraud or for any liability that cannot lawfully be limited.

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.

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, and may cooperate with them in the investigation and prosecution of illegal conduct, including by providing network and systems information related to alleged violations. Any disclosure of personal information under this Section will be made only where required or authorised by or under an Australian law or a court or tribunal order, or where otherwise permitted under the Privacy Policy.

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 from time to time by posting a revised version on the Site and updating the “Last updated” date at the top of these Terms.

Where a modification materially and adversely affects your rights, netizenix will take reasonable steps to bring it to your attention before it takes effect - for example, by displaying a notice on the Site or, if you are a customer, by emailing the address associated with your account - and the modification will not take effect until at least 30 days after that notice. Other modifications take effect when posted.

Your continued use of the Site after a modification takes effect constitutes acceptance of the modified Terms. If you do not accept a modification, you must stop using the Site. This Section does not apply to the Subscription Agreement, which may be modified only in accordance with its own 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. You and netizenix submit to the non-exclusive jurisdiction of the courts of South Australia and the courts of appeal from them. Nothing in this Section limits any right you may have to bring proceedings in another jurisdiction where Applicable Law confers that right and it cannot lawfully be excluded.

17. Force Majeure

Neither Party shall be liable to the other, nor be deemed to have breached these Terms, for any failure or delay in performing an obligation under these Terms (except for any obligation to make payments) to the extent the failure or delay is caused by an event outside that Party’s reasonable control, including acts of God, flood, fire or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades, or national or regional emergency, provided the affected Party gives prompt notice and uses diligent efforts to end the failure or delay and minimise its effects.

18. 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, subject to Section 1. 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, such consent not to be unreasonably withheld. netizenix may assign, transfer or sublicense all or any of netizenix’s rights or obligations under these Terms in connection with any sale, transfer or restructure of all or part of its business, provided that the assignee assumes netizenix’s obligations under these Terms.

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, unenforceable or unfair, that provision shall be severed and 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.

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.

19. Survival

Sections 2, 3, 9, 10, 11, 12, 16, 18 and this Section 19 survive any termination of these Terms or of your access to the Site.

20. 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. Privacy enquiries may be directed to privacy@netizenix.com.

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”). Our role differs depending on whose information is involved - see Section 15. This Privacy Policy also describes your choices regarding use, access and correction of personal information collected about you through 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.

2. Dealing With Us Anonymously

You have the option of not identifying yourself, or of using a pseudonym, when dealing with us, unless it is impracticable for us to deal with you that way or we are required or authorised by law to deal with identified individuals. In practice, we cannot create or administer an LTV Loyalty account, process a payment, or provide Support without knowing who you are, but you may make a general enquiry without identifying yourself.

3. 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). We do not collect or store full payment card numbers.

4. 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.

5. 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.

Where we collect your personal information from someone other than you, we will take reasonable steps to notify you of that collection, or to ensure you are aware of it, as required by APP 5.

6. 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, in accordance with Section 10;
• 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.

7. 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 processors - 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. Our current providers are identified in Section 8;
• In response to a request for information where the disclosure is required or authorised by or under an Australian law or a court or tribunal order, such as to comply with a subpoena;
• Where we reasonably believe disclosure is necessary to lessen or prevent a serious threat to the life, health or safety of any individual, or to public health or safety;
• 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, subject to appropriate confidentiality obligations;
• 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.

We do not sell personal information, and we do not disclose personal information to third parties for the purpose of their own direct marketing.

8. Overseas Disclosure

netizenix is based in Australia. The third-party software platform, hosting, payment, analytics and support providers we use to deliver the Services store or process personal information outside Australia.

Platform. LTV Loyalty is delivered using the loyalty platform operated by Boomerangme, Inc., of 24A Trolley Square, Wilmington, Delaware 19806, United States, which we provide to our customers under our own brand. Personal information submitted to or generated by the Platform - including information about the members of our customers’ loyalty programs - is stored and processed by Boomerangme in the United States. Boomerangme states that it may share personal information with its own vendors, consultants and service providers who carry out work on its behalf.

We disclose this because the Platform carries our branding, and it would not otherwise be apparent to you that Boomerangme, a provider in the United States, receives and stores the information you submit.

Messaging providers. We connect our own accounts with the following providers, which process Member contact details and message content on our behalf:

• Twilio, used to send SMS verification codes when a Member recovers a loyalty card. Twilio is based in the United States, and Member phone numbers and message content are processed there.
• SMTP2GO, operated by Sand Dune Mail Ltd of Christchurch, New Zealand, used to send transactional and marketing email through the Platform. We use SMTP2GO’s Australian server region, so the email addresses and message content we send through it are processed in Australia. SMTP2GO engages its own sub-processors, some of them located overseas, and publishes a current list of them. SMTP2GO retains email headers - and a sample of approximately one message in every thousand - for 35 days before deleting them.

Other recipients. Stripe, PayPal, Google, Meta, LinkedIn and Intercom (which provides the in-product support chat) are based in the United States. Google’s analytics and advertising infrastructure operates globally, and information handled through those services may be processed in any country in which Google operates data centres.

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. Those steps include selecting established providers that publish their privacy and security practices, and relying on the data protection terms in our agreements with them.

We do not ask you to consent to overseas disclosure on the basis that APP 8.1 will not apply. This means that, under the Privacy Act, we remain accountable to you for how these providers handle the personal information we disclose to them.

9. 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 (“Members”) - we have no direct relationship with the individuals to whom that information relates, and we act as a processor on that customer’s behalf and on their instructions.

What the Platform holds about Members. Depending on how our customer configures its loyalty program, Customer PI may include:

• Identity and contact details - first and last name, user name, phone number, email address and date of birth (used, for example, to send birthday offers);
• Custom fields - additional fields our customer chooses to create and populate. Our customer decides what goes in these, and under the Subscription Agreement must not use them for Restricted Information such as government identifiers, payment card data or health information;
• Loyalty activity - stamps, points, cashback and reward balances, transactions recorded by staff through the scanner application, certificates, coupons and membership status;
• Behavioural segmentation - the Platform automatically groups Members using RFM analysis (recency, frequency and monetary value of purchases) into segments such as “Champions”, “At risk” or “Sleeping”, which our customer may use to decide who to message;
• Feedback - ratings and comments a Member submits through the feedback feature;
• Referrals - where a Member refers another person, the details that Member provides;
• Device and technical information - the device on which the loyalty card is installed, and campaign or referral source information (such as UTM parameters) recorded when the card was issued; and
• Location - where our customer uses geo-targeted push notifications, the Platform determines whether a Member’s device is within a defined radius of a location in order to deliver the message.

Our customer, not netizenix, decides which of these features to switch on, what information to collect, and what messages to send. Our customer is responsible for giving Members the privacy notices, and obtaining the consents, that Applicable Law requires - including consent for marketing messages under the Spam Act 2003 (Cth) and any consent required for location-based messaging.

AI-assisted messaging. The Platform includes an AI feature that analyses Member activity - visits, purchases and card activity, including activity imported from a connected point-of-sale system - in order to suggest or determine which Members should receive push notifications, how often, and at what intervals. It is described further in Section 16.

Messaging channels. Where our customer sends messages to Members, those messages are delivered through push notification services operated by Apple and Google, and - depending on the channels our customer enables - by SMS, email, or messaging platforms such as WhatsApp, Facebook Messenger or Telegram. Message content and the Member’s contact details are processed by the relevant provider in order to deliver the message.

Integrations, webhooks and AI assistants. Our customer may connect the Platform to other systems it uses, including point-of-sale systems, automation platforms, advertising platforms, and AI assistants connected through an API key or the Model Context Protocol. Where our customer enables a connection, Customer PI is sent to that system at our customer’s direction, and its handling is a matter between our customer and that provider. A connected AI assistant may be able to read, change and delete Customer PI. Our customer is responsible for the connections it enables and for the access it grants.

If you are a Member 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 Section 15.

We will not use Customer PI except for the purpose of providing and supporting the Services for the applicable customer, and we will not use it for our own marketing purposes. Customer PI will be retained and deleted in accordance with the Subscription Agreement and Section 13 of this Privacy Policy.

10. 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.

Every marketing message we send will identify us and include a functional unsubscribe facility. 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. We will action opt-out requests promptly and, in any event, within the period required by law.

If you opt out of marketing, we may still send you non-promotional messages, such as those about your account, billing or our ongoing business relationship.

11. 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.

12. Security

We take reasonable steps, including physical, technical and organisational measures, to protect your personal information from misuse, interference and loss, and from unauthorised access, modification or disclosure. These measures include transport encryption, access controls, use of reputable providers, limiting access to those who need it, and secure destruction or de-identification of information we no longer need. Transmission of information via the internet is not completely secure, and we cannot guarantee the security of 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, and in any event within 48 hours, after becoming aware of a data breach affecting that information so that the customer can meet its own notification obligations.

13. Retention

We keep personal information only for as long as we need it for the purposes described in this Privacy Policy, or for as long as we are required to keep it by law. At the end of the applicable period we destroy it or de-identify it.

The periods we apply are:

We keep customer account and financial records for seven years because the limitation period for bringing a contract or negligence claim in South Australia is six years, and we need to be able to respond to a claim made at the end of that period. Our record-keeping obligations under Australian taxation law are shorter - generally five years - and are covered by the same period.

We keep a suppression record of unsubscribe and opt-out requests indefinitely. We need this to make sure we do not contact you again after you have asked us not to, and it holds only the minimum information required for that purpose.

You may ask us to delete personal information before the end of these periods - see Section 14.

14. Access, Correction and Complaints (Australia)

Access and correction. You may request access to, or correction of, the personal information we hold about you at any time by emailing us at privacy@netizenix.com. We will respond within 30 days. We may need to verify your identity before acting on a request. We do not charge for making a request; we may charge a reasonable fee for providing access where the request is substantial, and we will tell you the amount before proceeding. If we refuse a request, we will provide you with written reasons and the mechanisms available to complain about the refusal.

Deletion. You may ask us to delete personal information we hold about you. We will do so unless we are required or entitled to keep it - for example, for tax, accounting or legal reasons, or where it forms part of Customer PI held on behalf of one of our customers.

Complaints. If you have a complaint about how we have handled your personal information, please contact us first at privacy@netizenix.com. We will acknowledge your complaint and aim to respond substantively within 30 days. If you are not satisfied with our response, you may lodge a complaint with the Office of the Australian Information Commissioner (OAIC):

• Website: oaic.gov.au
• Email: enquiries@oaic.gov.au
• Phone: 1300 363 992
• Post: GPO Box 5218, Sydney NSW 2001

15. Your Rights (EU and UK Users)

Who is the controller. Our role depends on whose personal data is involved:

• Visitors to our Website, and the people who create and administer an LTV Loyalty account with us - we are the controller. We decide why and how that information is collected and used.
• Members of a customer’s loyalty program (Customer PI) - the business operating that loyalty program is the controller, and we act as a processor on its behalf and on its instructions, as described in Section 9. If you are a Member, direct your requests to that business in the first instance; we will support them in responding.
• Our platform provider processes both categories on our behalf, as a processor or sub-processor under our agreement with it. Separately, it also processes some information about people who use its platform for its own purposes - such as operating, securing and improving that platform - and acts as an independent controller to that extent. Its own privacy policy governs that processing, and we do not control it.

Where more than one organisation acts as a controller over the same information for different purposes, each is responsible for its own processing. Nothing in this Section limits your right to bring a request or complaint to us; if we are not the right recipient, we will tell you who is.

Lawful bases. Where we process the personal data of users located in the European Union or the United Kingdom as a controller, we do so on the following lawful bases: (a) with your consent, where required (for example, in relation to direct marketing and non-essential cookies), 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 privacy@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, or with the UK Information Commissioner’s Office at ico.org.uk.

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.

Transfers. Personal data you provide to us is transferred to Australia, where we are based, and to our service providers in the United States and elsewhere as described in Section 8. Australia is not the subject of a European Commission adequacy decision. Where you create an account, purchase a subscription or contact us, that transfer is necessary for the performance of a contract with you or to take steps at your request before entering into one.

We have not appointed a separate data protection officer; privacy matters are handled by netizenix at the address above. 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.

16. Automated Decision-Making

We do not make decisions that produce legal effects concerning you, or that could reasonably be expected to significantly affect your rights or interests, based solely on automated processing of your personal information.

The Platform includes automated features that operate on Customer Data at the direction of our customers. These include:

• calculating stamp, points and cashback balances, and determining reward, certificate or tier eligibility according to rules the customer configures;
• RFM segmentation - automatically grouping Members by how recently, how often and how much they have purchased, and assigning each Member to a segment such as “Champions”, “Loyal-Regular”, “At risk” or “Sleeping”; and
• triggering push notifications automatically based on Member activity, dates such as birthdays, or a Member’s device being near a location the customer has defined; and
• AI-assisted message targeting - analysing a Member’s visits, purchases and card activity to determine which Members receive notifications, how frequently, and at what intervals.

These features apply the customer’s own configuration and rules. The outcomes they produce affect what offers and messages a Member receives; they do not determine access to any good or service on terms that would significantly affect a Member’s rights, and a Member’s standing in a loyalty program can be reviewed by the customer at any time.

If you are a Member and have questions about how decisions affecting your membership are made, please contact the business that operates the program.

We will update this Section if our use of automated processing changes.

17. Children

The Services are directed at businesses. We do not knowingly collect personal information directly from children under 16 through the Website or in the course of account creation.

Our customers may operate loyalty programs whose members include children. Where that occurs, the customer is responsible for obtaining any consents required by Applicable Law and for providing appropriate privacy notices to those members, and the information concerned is Customer PI handled in accordance with Section 9. If you believe we hold personal information collected directly from a child under 16, please contact us and we will delete it.

18. 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 privacy@netizenix.com. Subject to the terms of their agreements with us, customers may deactivate their accounts by emailing us at privacy@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, in accordance with Section 13. If you are an individual with whom one of our customers interacts with respect to the Services (for example, a member of a customer’s loyalty program), 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 privacy@netizenix.com.

19. 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.

20. 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:

Privacy enquiries: privacy@netizenix.com Legal enquiries: legal@netizenix.com Post: Privacy Officer, netizenix, PO Box 1108, Renmark SA 5341, Australia

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

3.1. 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”).

3.2. Customer may request Availability information for any month by submitting a Support Request. netizenix will provide the Availability information available to it, and where that information must be obtained from netizenix’s platform provider, netizenix will request it promptly and provide it within 10 business days of receiving it. netizenix will retain the Availability records in its possession for at least 24 months.

3.3. If the actual Availability of the Services is less than the Availability Standard in any calendar month, Customer may request a service credit equal to 10% of the Fees attributable to that month for each full 0.5% by which Availability fell below the Availability Standard, up to a maximum of 25% of those Fees. Customer must request the credit within 60 days after the end of the affected month. Service credits are applied against future Fees or, where no further Fees are payable, refunded.

3.4. 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).

3.5. Failures of, or outages affecting, netizenix’s hosting or infrastructure providers are not Exceptions and count against the Availability Standard.

3.6. Subject to Section 20, the remedies in Sections 3.3 and 3.4 are Customer’s sole and exclusive contractual remedies for a failure to meet the Availability Standard.

4. Support

Subject to this Agreement, netizenix will provide Support to Authorised Users by email. Although resolution times are not guaranteed, netizenix commits to respond to each request for Support from an Authorised User (each, a “Support Request”) within one business day. Where resolving a Support Request requires escalation to netizenix’s platform provider, netizenix will escalate promptly and keep Customer informed, but resolution will depend on that provider’s response times. 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 and for so long thereafter as netizenix holds Customer Data.

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 beyond that necessary to operate Customer’s loyalty program. 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 Restricted Information, and shall use reasonable efforts to limit other Personal Information in Customer Data to what is necessary for the operation of its loyalty program. 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 Authorised 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.

5.5. Sub-processors. 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. The Services are delivered using a loyalty platform operated by a third-party provider based in the United States, and Customer Data is stored and processed by that provider.

netizenix maintains a current list of the providers known to it, available to Customer on request to legal@netizenix.com. netizenix will notify Customer as soon as reasonably practicable after becoming aware that a provider Processing Customer Data has been added or replaced, and Customer may terminate the affected Order without penalty, with a Pro-Rated Refund, if it reasonably objects to the change on data protection grounds. Customer acknowledges that netizenix’s platform provider may engage its own sub-processors, and that netizenix may not receive advance notice of those changes.

Subject to Section 15, netizenix remains responsible to Customer for the acts and omissions of its providers in Processing Customer Data as if they were its own.

5.6. 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), where applicable; and, with respect to Account Data, the Privacy Policy.

5.7. Data breach notification. netizenix will notify Customer without undue delay, and in any event within 48 hours after becoming aware - whether through its own systems or on being notified by its platform provider - of any unauthorised access to, or unauthorised disclosure, alteration or loss of, Customer Data. The notification will describe the nature of the incident, the categories and approximate volume of Customer Data affected so far as known, the likely consequences, and the measures netizenix has taken or proposes to take. netizenix will provide Customer with reasonable cooperation and information to enable Customer to meet its own notification obligations, including under the Notifiable Data Breaches scheme in Part IIIC of the Privacy Act 1988 (Cth) and Articles 33 and 34 of the GDPR.

6. Customer Responsibilities and Restrictions

6.1. Customer will be solely responsible for: (a) Customer’s Environment, including as necessary to enable Authorised 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, Authorised Users and persons whose Personal Information may be included in Account Data, Customer Data or Customer Credentials, including the members of Customer’s loyalty program; 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 Authorised 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 Authorised 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. netizenix will restore access promptly once the matter giving rise to the suspension has been resolved.

6.4. Integrations and AI assistant connections. The Services support connections to third-party systems, including point-of-sale systems, automation platforms, messaging channels, advertising platforms, and AI assistants connected through an API key or the Model Context Protocol. Where Customer enables any such connection:

(a) Customer does so at its own risk, and is responsible for that connection and for the third party’s handling of any Customer Data it receives;

(b) Customer is responsible for ensuring it holds the consents and authorisations required by Applicable Law before Customer Data is disclosed through the connection - including before Member contact details are uploaded to an advertising platform for audience matching;

(c) Customer acknowledges that an AI assistant connected to the Services may be able to read, create, modify and delete Customer Data, and is responsible for scoping the access it grants and for safeguarding any API key or authorisation token; and

(d) netizenix is not responsible for Customer Data after it leaves the Services through a connection Customer has enabled.

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. Privacy and data protection. 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.

netizenix’s Data Processing Addendum (“DPA”), currently available at this Legal page, is incorporated into and forms part of this Agreement and applies automatically wherever netizenix Processes Personal Information on Customer’s behalf. Customer does not need to request or separately execute the DPA. Where Customer requires a signed counterpart of the DPA for its own compliance purposes, netizenix will provide one on request to legal@netizenix.com.

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 suspend use and access to the Services on not less than 5 business days’ notice. 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.

8.3. Changes to Fees. netizenix may change the Fees for a Service Plan by giving Customer at least 30 days’ written notice before the change takes effect. A change to Fees will take effect at the start of the next Order Term commencing after the notice period expires, and will not apply to a fixed Order Term already paid for. If Customer does not accept a change to Fees, Customer may terminate the affected Order, without penalty and effective before the change takes effect, by giving written notice to netizenix at any time before that date. Continued use of the Services after the change takes effect constitutes acceptance of the revised Fees.

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 Authorised Users after the effective date of the termination.

13.3. If an Order is terminated early by Customer pursuant to Section 3.4, Section 5.5, Section 8.3, Section 13.6 or Section 27, 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. Data export. Provided Customer has paid all amounts due under this Agreement, for up to 30 days from the effective date of termination of this Agreement an Authorised User designated by Customer will be permitted to continue to access and download Customer Data that was accessible to Authorised Users through the Services immediately prior to termination. netizenix will make Customer Data available for export in a structured, commonly used, machine-readable format. The designated Authorised User’s access and use will continue to be subject to the terms of this Agreement, provided the Authorised User shall not access or use the Services other than to download Customer Data.

Customer is encouraged to export Customer Data periodically during the Order Term rather than relying solely on the post-termination window.

13.5. Deletion. netizenix will delete Customer Data held in systems under its control within 90 days after the end of the export period in Section 13.4, and will request deletion of Customer Data held by its platform provider within the same period. netizenix will pass on to Customer any deletion confirmation it receives. netizenix may retain Customer Data for longer only to the extent required by Applicable Law, or where it exists in routine backups, in which case it will remain subject to Sections 5.1 and 11 and will be deleted in accordance with the applicable backup cycle.

Customer acknowledges that deletion of Customer Data from netizenix’s platform provider’s systems is carried out by that provider, and that netizenix’s obligation under this Section is to request and follow up that deletion rather than to perform it directly.

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 Authorised 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.

13.7. Discontinuation of the platform. The Services are delivered using a third-party loyalty platform. If that platform ceases to be available to netizenix for any reason outside netizenix’s reasonable control, netizenix may terminate the affected Orders on written notice and will issue Customer a Pro-Rated Refund. netizenix will give Customer as much notice as it reasonably can, will make Customer Data available for export under Section 13.4 for as long as it is able to do so, and will use reasonable efforts to assist Customer in migrating to an alternative provider. This Section does not limit Customer’s Non-Excludable Rights.

13.8. Survival. 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: 5.1, 5.4, 5.5, 5.6, 5.7, 6.2, 7 through 15, and 17 through 27.

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 reasonable 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) procure a modification of 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 Authorised 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. Customer’s liability under this indemnity is reduced proportionately to the extent that a negligent act or omission of netizenix caused or contributed to the relevant Losses.

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 greater of (i) 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, and (ii) two thousand Australian dollars (AUD $2,000).

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, Customer’s payment obligations to netizenix under this Agreement, or either Party’s fraud or wilful misconduct. 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

16.1. 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.

16.2. By way of exception to Section 16.1, netizenix may include Customer’s name and logo in its lists of customers on its public website and in other promotional material, subject to its obligations of non-attribution under Section 5.4. netizenix will notify Customer before the first such use. netizenix will promptly cease such uses following Customer’s request sent to legal@netizenix.com.

16.3. netizenix will not publish any case study, testimonial, quotation, performance figure or results claim concerning Customer without Customer’s prior written consent, which Customer may withdraw at any time as to future publication.

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, such consent not to be unreasonably withheld, 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, provided the assignee assumes netizenix’s obligations under this Agreement. 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 3, 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. If a Force Majeure Event prevents netizenix from providing the Services for more than 30 consecutive days, Customer may terminate the affected Order on written notice and receive a Pro-Rated Refund.

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. The Parties submit to the non-exclusive jurisdiction of the courts of South Australia and the courts of appeal from them. 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, the AUP and the DPA, 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, unenforceable or unfair, that provision shall be severed and 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 Authorised 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 Restricted 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.

“Authorised 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 measured in minutes over the course of each calendar month during the Order Term, from the point at which the Services are made available over the internet to end users. For the avoidance of doubt, unavailability caused by netizenix’s hosting or infrastructure providers counts against Availability.

“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 Authorised 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.

“DPA” means netizenix’s standard Data Processing Addendum, currently available at this Legal page.

“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 Authorised 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 at least 48 hours in advance. Exceptions do not include failures of, or outages affecting, netizenix’s hosting or infrastructure providers.

“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.

“Restricted Information” means the following categories of Personal Information, which Customer must not submit to the Services: (a) government-issued identification numbers, including tax file numbers, passport numbers and driver’s licence numbers; (b) payment card data subject to the PCI Data Security Standard, and financial account numbers; (c) biometric, genetic or health data; (d) data revealing race, ethnicity, political opinions, religion, philosophical beliefs or trade union membership; (e) data concerning sex life or sexual orientation; and (f) data relating to criminal convictions and offences. Without limiting the foregoing, Restricted Information includes “sensitive information” as defined in the Privacy Act 1988 (Cth) and special categories of personal data under the GDPR. For the avoidance of doubt, transaction history, points balances, purchase categories and contact details submitted in the ordinary operation of a loyalty program are not Restricted Information.

“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

27.1. netizenix may modify this Agreement from time to time by posting a revised version at this Legal page and updating the “Last updated” date.

27.2. Where a modification materially and adversely affects Customer’s rights, netizenix will give Customer at least 30 days’ notice by email to the address associated with Customer’s Order before the modification takes effect. Other modifications become effective as of the first day of the calendar month following the month in which they were first posted.

27.3. If an Order specifies a fixed term of 12 months or longer, modifications will instead take effect at the start of the next renewal Order Term.

27.4. If Customer objects to a modification that materially and adversely affects its rights, Customer may terminate the affected Order without penalty, effective before the modification takes effect, by giving written notice to netizenix before that date, and will receive a Pro-Rated Refund. Customer may also choose not to renew, including by cancelling any terms set to auto-renew.

27.5. For the avoidance of doubt, any Order is subject to the version of this Agreement in effect at the time of the Order, as modified in accordance with this Section 27.

This Data Processing Addendum (“DPA”) forms part of, and is incorporated into, the LTV Loyalty Subscription Agreement (the “Agreement”) between Martin John Tucker trading as “netizenix” (ABN 49 259 017 110) (“netizenix”) and Customer. It applies wherever netizenix Processes Personal Information on Customer’s behalf in connection with the Services.

Capitalised terms not defined in this DPA have the meanings given in the Agreement. In the event of a conflict between this DPA and the rest of the Agreement, this DPA prevails in relation to the Processing of Personal Information.

1. Roles of the Parties

1.1. In respect of Customer Data - including information about the members of Customer’s loyalty program (“Members”) - Customer is the entity that determines the purposes and means of Processing, and netizenix Processes that data on Customer’s behalf and on Customer’s documented instructions. Under the GDPR, Customer is the controller and netizenix is a processor. Under the Privacy Act 1988 (Cth), Customer remains the APP entity responsible for that information as against the Members.

1.2. In respect of Account Data and Usage Data, netizenix determines the purposes and means of Processing and acts as a controller. That Processing is governed by netizenix’s Privacy Policy and not by this DPA.

1.3. Customer’s instructions to netizenix are those set out in the Agreement, this DPA, the Documentation, and Customer’s configuration and use of the Services. netizenix will notify Customer if, in its opinion, an instruction infringes Applicable Law, unless prohibited from doing so.

2. Customer’s Obligations

2.1. Customer warrants that it has collected Member Personal Information lawfully, that it has provided the privacy notices required by Applicable Law, and that it has obtained any consents necessary for netizenix to Process that information for the purposes set out in the Agreement - including consents required under the Spam Act 2003 (Cth) for messages Customer sends through the Services.

2.2. Customer is responsible for responding to Member requests concerning their Personal Information, and for the accuracy, quality and legality of Customer Data.

2.3. Customer shall not submit Restricted Information to the Services.

3. netizenix’s Obligations

netizenix will:

• Process Customer Data only on Customer’s documented instructions, and only for the purpose of providing and supporting the Services, except where required to do otherwise by Applicable Law (in which case netizenix will inform Customer before Processing, unless prohibited from doing so);
• not sell Customer Data, and not use it for netizenix’s own marketing or to build or improve products other than as permitted by Section 5.4 of the Agreement in respect of aggregated or anonymised Usage Data;
• ensure that persons authorised to Process Customer Data are subject to obligations of confidentiality;
• implement and maintain the security measures described in Section 5.1 of the Agreement and Section 5 of this DPA;
• assist Customer as described in Sections 6 and 7 of this DPA; and
• delete Customer Data as described in Section 9 of this DPA.

4. Sub-processors

4.1. Customer gives netizenix general authorisation to engage sub-processors to Process Customer Data.

4.2. Platform provider. Customer acknowledges that the Services are delivered using a loyalty platform operated by Boomerangme, Inc. of 24A Trolley Square, Wilmington, Delaware 19806, United States (“Platform Provider”), and that Customer Data is stored and Processed by the Platform Provider in the United States. The Platform Provider engages its own sub-processors, over which netizenix has no direct control and about which netizenix may not receive advance notice.

4.3. netizenix maintains a list of the sub-processors known to it, available to Customer on request to legal@netizenix.com. netizenix will notify Customer as soon as reasonably practicable after becoming aware of the addition or replacement of a sub-processor that Processes Customer Data. Customer may object on reasonable data protection grounds, in which case Customer may terminate the affected Order without penalty and receive a Pro-Rated Refund.

4.4. netizenix will impose data protection obligations on any sub-processor it engages directly that are no less protective than those in this DPA. In respect of the Platform Provider, netizenix’s obligation is to rely on the terms made available by that provider and to pass through to Customer the protections it receives. netizenix does not warrant that the Platform Provider’s terms match this DPA. Section 4.5 explains what this means in practice.

4.5. Transparency about the platform. Customer acknowledges that netizenix is a private-label partner of the Platform Provider and does not control that provider’s systems, security practices, sub-processor arrangements or retention practices. netizenix’s undertakings in this DPA are given in respect of what netizenix itself does, and in respect of the Platform Provider are undertakings to request, follow up and pass on rather than to perform directly. Customer should form its own view of the Platform Provider’s practices, and netizenix will share what information it holds on request.

4.6. Subject to Section 15 of the Agreement, netizenix remains responsible to Customer for the acts and omissions of its sub-processors in Processing Customer Data as if they were netizenix’s own.

5. Security

5.1. netizenix will implement and maintain appropriate technical and organisational measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of Processing.

5.2. Those measures include: encryption of Customer Data in transit; access controls and authentication for netizenix personnel; restricting access to those who need it to perform their role; and periodic review of the security posture of the Platform Provider and other sub-processors.

5.3. Customer is responsible for configuring the Services securely, for managing Authorised Users, and for safeguarding Customer Credentials.

6. Data Breach

6.1. netizenix will notify Customer without undue delay, and in any event within 48 hours after becoming aware - whether through its own systems or on being notified by the Platform Provider - of any unauthorised access to, or unauthorised disclosure, alteration or loss of, Customer Data.

6.2. The notification will describe, so far as known: the nature of the incident; the categories and approximate volume of Customer Data and number of individuals affected; the likely consequences; and the measures taken or proposed.

6.3. netizenix will provide Customer with reasonable cooperation and information to enable Customer to meet its own obligations, including under Part IIIC of the Privacy Act 1988 (Cth) (Notifiable Data Breaches) and Articles 33 and 34 of the GDPR.

6.4. Customer acknowledges that where an incident originates in the Platform Provider’s systems, netizenix’s ability to detect and describe it depends on information from that provider, and that the Platform Provider has not given netizenix a contractual notification commitment. netizenix will pass on what it receives, when it receives it.

7. Individual Rights

7.1. Where a Member contacts netizenix directly with a request to access, correct, delete, restrict, port or object to the Processing of their Personal Information, netizenix will refer the request to Customer and will not respond substantively, except to tell the individual that the request has been referred.

7.2. netizenix will provide Customer with reasonable assistance, taking into account the nature of the Processing and the information available to netizenix, to enable Customer to respond to Member requests and to meet its obligations in relation to data protection impact assessments and consultation with regulators.

8. Overseas Transfers

8.1. Customer Data is transferred to and Processed in the United States by the Platform Provider, and may be Processed by that provider’s own sub-processors in other countries.

8.2. netizenix takes reasonable steps, consistent with APP 8, to ensure that overseas recipients handle Personal Information in a manner consistent with the APPs. netizenix does not seek Customer’s consent on the basis that APP 8.1 will not apply, and accordingly netizenix remains accountable under the Privacy Act for the handling of Personal Information it discloses to those recipients.

8.3. Where Customer Data includes the Personal Information of individuals in the European Economic Area or the United Kingdom, and a transfer mechanism under Chapter V of the GDPR is required, the Parties will enter into the applicable standard contractual clauses on Customer’s request. Customer acknowledges that netizenix’s ability to flow those clauses through to the Platform Provider depends on that provider’s willingness to enter into them.

9. Retention and Deletion

9.1. netizenix will retain Customer Data for the duration of the Order Term and the export period described in Section 13.4 of the Agreement.

9.2. netizenix will delete Customer Data held in systems under its control within 90 days after the end of that export period, and will request deletion of Customer Data held by the Platform Provider within the same period, following up that request and passing on to Customer any confirmation it receives.

9.3. netizenix may retain Customer Data for longer only to the extent required by Applicable Law, or where it exists in routine backups, in which case it remains subject to Sections 5 and 6 of this DPA and will be deleted in accordance with the applicable backup cycle.

10. Audit and Information

10.1. netizenix will make available to Customer, on reasonable request and no more than once in any 12-month period, the information in its possession that is reasonably necessary to demonstrate compliance with this DPA - including its sub-processor list, a description of its security measures, and any security documentation it has obtained from the Platform Provider.

10.2. netizenix does not control the Platform Provider’s systems and cannot grant Customer a right of audit over them.

11. General

11.1. This DPA takes effect on the effective date of the Agreement and continues for as long as netizenix Processes Customer Data.

11.2. This DPA is governed by the laws of South Australia, Australia, and the jurisdiction provisions in Section 23 of the Agreement apply.

11.3. netizenix may update this DPA in accordance with Section 27 of the Agreement, provided no update reduces the protections it affords to Customer Data.

11.4. Where Customer requires a signed counterpart of this DPA for its own compliance purposes, netizenix will provide one on request to legal@netizenix.com.

12. Contact

Data protection enquiries: privacy@netizenix.com Legal: legal@netizenix.com Post: Privacy Officer, netizenix, PO Box 1108, Renmark SA 5341, Australia

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, scripts 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.

We use a tag management container (Google Tag Manager) to load and manage the tags described above. The container itself does not set cookies that identify you, but the tags it loads may do so.

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.

We also record campaign parameters (such as UTM tags) contained in the link you followed to reach the Website, so that we can tell which campaigns and placements are working. This information is stored alongside the analytics and advertising cookies described above.

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;
• Meta explains its use of cookies at https://www.facebook.com/policies/cookies;
• LinkedIn explains its use of cookies at https://www.linkedin.com/legal/cookie-policy.

We do not control third-party cookies, and you should review the relevant third party’s policy for more information.

5. Consent

We do not currently display a cookie consent banner. Australian law does not require one, and the Services are directed at businesses in Australia.

Where applicable law does require consent before non-essential cookies are set - for example, for users in the European Union or the United Kingdom - we will seek that consent, and you may withdraw it at any time using the mechanisms described in Section 6.

If you are located in the European Union or the United Kingdom, you retain the data protection rights described in our Privacy Policy regardless of the position on cookies. Cookie consent and those rights are separate matters, and the absence of a banner does not affect them.

6. 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://myadcenter.google.com;
• Meta advertising: manage your preferences in your Facebook or Instagram ad settings;
• LinkedIn advertising: manage your preferences in your LinkedIn account settings under Advertising Data;
• Interest-based advertising generally: visit https://www.youronlinechoices.com.au (Australia) or https://www.youronlinechoices.eu (Europe) to opt out of participating networks.

Some browsers offer a “Do Not Track” signal. There is currently no consistent industry standard for how such signals should be handled, and the Services do not presently respond to them.

7. 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.

8. Contact

If you have questions about this Cookie Policy or our use of cookies, please contact us at privacy@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. For the purposes of this AUP:

• “Applicable Laws” means any and all governmental laws, rules, directives, regulations or orders that apply to your use of the Services.
• “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

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 and in any event within the period required by law;
• 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;
• Where members of your loyalty program include children, comply with any Applicable Laws and industry codes relating to the handling of children’s personal information and to marketing directed at children; and
• Ensure that messages generated, timed or targeted with the assistance of automated or AI features still meet every requirement in this Section - automation does not reduce your consent, identification or opt-out obligations; 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.

Except where netizenix reasonably believes a violation is wilful, or in urgent or emergency situations, netizenix will notify you of any suspension in advance and work with you in good faith to resolve the potential violation.

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. Any disclosure of personal information in connection with such a report will be made only where required or authorised by or under an Australian law or a court or tribunal order, or where otherwise permitted under the Privacy Policy. Nothing in this AUP obliges netizenix to monitor the Services or any content.

6. Changes to this AUP

netizenix may modify this AUP from time to time by posting a revised version at this Legal page and updating the “Last updated” date.

Where a modification materially and adversely affects your rights, netizenix will take reasonable steps to bring it to your attention before it takes effect - for example, by emailing the address associated with your account - and the modification will not take effect until at least 30 days after that notice. Other modifications take effect when posted. Your continued use of the Services after a modification takes effect constitutes acceptance of the modified 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.