Now it is agreed as follows:

1. Additioinal Services. Tabit shall provide the Additional Service in accordance with the terms detailed in Annex A attached hereto.

2. Consideration.  Applicable fees and charges are set out in the Order Form.

3. Representations and Warranties. Without derogating from the representations and warranties of the Customer in the Order Form and Terms of Service, the Customer hereby represents and warrants that: (a) the Customer operates in general, and manages its customer loyalty program (“Customer Loyalty Program“) in particular, in accordance with all applicable laws, including the provisions of the Australian Competition and Consumer Act 2010 (including the Australian Consumer Law), the Privacy Act 1988 (Cth) (“Privacy Act“), the Spam Act 2003 (Cth) (“Spam Act“), and the regulations promulgated thereunder; and (b) has obtained all necessary consents and/or informed its customers (“End Customers“) as required by law to allow Tabit to provide the Additional Service, including providing Tabit with personal information of End Customers for the purposes of the Additional Service, in accordance with all applicable laws, including the Privacy Act and the Spam Act. Without derogating from the generality of the foregoing, the Customer undertakes to update its terms of use and privacy notice applicable to End Customers so that they comply with all applicable laws, and to allow Tabit to provide the Additional Services and to collect and handle End Customer personal information in accordance with Tabit’s published privacy policy available at Privacy Policy (“Tabit Privacy Policy“).

4. Program Terms and Conditions.  The Customer must create and provide End Customers with loyalty program terms and conditions and related privacy notice compliant with all applicable laws (“End Customer Terms“).  The End Customer Terms must: (a) be accepted by the End Customer before the loyalty program is activated; and (b) include provisions which refer to and require the End Customer to agree to the End Customer’s personal information being handled by Tabit in accordance with the Tabit Privacy Policy.

5. Indemnification.  The Customer undertakes to indemnify and hold Tabit and its officers, employees, agents and contractors (“the Indemnified“) harmless from and against any claim, demand, loss, cost (including reasonable legal costs), payment, fine, penalty, expense, or damage (“Loss“) arising from any third party claim (including infringement notices or other regulatory investigations or proceedings) to the extent arising directly or indirectly from the Customer’s breach of clause 3 and/or clause 7 of these Additional Terms. Notwithstanding the foregoing, the Customer is not liable for any Loss to the extent caused by Tabit or any of the Indemnified.

6. Program Data
   a. Tabit will store the Customer Loyalty Program data (“Program Data“) in the System, utilizing reasonable security measures.
   b. Tabit is not responsible for the content of the Program Data, including with respect to the quality of the Program Data, changes made to the Program Data by the Customer or End Customers, its update, and/or accuracy.
   c. The Program Data is the property of the Customer. The Customer hereby grants Tabit a non exclusive licence to use, modify and adapt the Program Data for the purpose of performing its obligations and entitlements under this Service Agreement and as may be required by applicable law. Tabit will enable the export of the Program Data by the Customer or otherwise  provide the Program Data to the Customer within seven (7) business days following the Customer’s written request.
7. Compliance
   a. The Customer must:
   i. only use the System to send Commercial Electronic Messages to End Customers who have consented to receive Commercial Electronic Messages from the Customer;
   ii. not use the System to send any Commercial Electronic Message to any Customer Notified Opt Out End Customer or any Unsubscribed End Customer;
   iii. ensure that to the extent Imported Program Data includes data about any End Customer that is a Customer Notified Opt Out End Customer, the Customer Notifed Opt Out End Customer is identified as such in accordance with any applicable Tabit Requirements;
   iv. promptly (in no more than two business days) update the Program Data in accordance with any applicable Tabit Requirements if the Customer receives an External Opt Out Message from an End Customer whose information is contained in the Program Data, except where that End Customer is already identified in the System as an Unsubscribed End Customer in accordance with any applicable Tabit Requirements;
   v. ensure that the Customer is clearly identified as the sender of any marketing communication that the Customer sends using the System;
   vi. ensure that the Customer’s accurate and up to date contact information is included in any marketing communicationthat the Customer sends using the System; and
   vii. ensure that all other information that the Customer includes in any marketing communication (or other message) that the Customer sends using the Systems is truthful, accurate, up to date and in accordance with all applicable laws.

   b. The Customer warrants and represents that: (i) the Customer has obtained all necessary approvals and consents and has all rights to enroll End Customers in the Customer Loyalty Program; (ii) all Imported Program Data is accurate as at the date of import by the Customer or supply to Tabit; and (iii) the Customer will ensure that Imported Program Data is kept accurate, reliable and up to date.

   c. Where applicable, Tabit may, in its discretion, require the Customer to provide a Data Transfer Confirmation Form. The Customer hereby agrees to be bound by the terms of the Data Transfer Confirmation Form.

   d. The Customer will administer and manage its Customer Loyalty Program in accordance with the terms of this Service Agreement and applicable law.

   e. The Customer acknowledges and agrees that the Customer is responsible for ensuring that all External Customer Communications, Customer Content and Customer Loyalty Terms comply with the terms of this Service Agreement and applicable law.

   f. In this clause 7:

1. Commercial Electronic Message has the meaning given in the Spam Act.
2. Customer Content means any data or content that the Customer or an End Customer imports, uploads or otherwise inputs in to the System;
3. Customer Loyalty Terms means the terms and conditions that apply between the Customer and End Customers which govern the supply of the Customer Loyalty Program to the End Customer;
4. Customer Notified Opt Out End Customer means an individual that has not consented to receive Commercial Electronic Messages from the Customer or or who has withdrawn their consent otherwise than by means of a System Unsubscribe Message.
5. Data Transfer Confirmation Form means a form signed by the customer which references the Service Agreement and which includes information about Pre-Existing Program Data;
6. External Customer Communications means any SMS, email or other electronic message that is not sent using the System. An example of an External Customer Communication is an email sent by a Customer to an End Customer using a third party email service such as Mailchimp.
7. External Opt Out Message means information from an individual received by the Customer, other than a System Unsubcribe Message, informing the Customer that the individual does not wish to receive any Commercial Electronic Messages from the Customer.
8. Imported Program Data means any data about an End Customer or relating to the Program that the Customer enters into the System or requires Tabit to enter into the System. This may include Pre-Existing Program Data.
9. Pre-Existing Program Data means data relating to a previous customer loyalty program run by or on behalf of the Customer.
10. System Unsubscribe Message means a message sent by an individual using a link in the Unsubscribe Wording.
11. Tabit Requirements means any instructions or directions provided by Tabit to the Customer relating to the use of the System or the Additional Services.
12. Unsubscribed End Customer means an individual that is identified in the System, in accordance with any Tabit Requirements, as having not consented to receive Commercial Electronic Messages.
13. Unsubcribe Wording means wording and any links included in a System generated Commercial Electronic Message that provides instructions to the recipient of the message as to how to unsubscribe or opt out from receiving future messages.

8. Termination. In addition to the rights of termination in the Terms of Service, either party may terminate the Additional Services by providing seven (7) days’ prior written notice to the other party.

9. General. (a) These Additional Terms are incorporated into and form part of the Service Agreement and the term ‘Services’ in the Services Agreement shall be construed as to include the Additional Services.  In the event of any inconsistency between these Additional Terms and another document forming part of the Service Agreement, these Additional Terms shall prevail but only with respect to the Additional Services (b) This agreement may be executed in counterparts and, if so, the counterparts taken together constitute one agreement. (c) A reference to a business day is to a day on which banks are open for business in Sydney, New South Wales other than a Saturday, Sunday or public holiday.  (d) A reference to ‘data’ includes any information or content.  (e) The meaning of any general language is not restricted by any accompanying example, and the words ‘includes’, ‘including’, ‘such as’, ‘for example’ or similar words are not words of limitation.  (f) A reference to legislation includes any amendments, re-inactments or replacements of that legislation.

In witness of the parties intending to be legally bound by these Additional Terms, each party has executed this engagement form by its duely authorised represenative:

Annex A

Loyalty Program – Product Contents

The loyalty program product includes the following components:

• Management system including a dashboard and reporting system that enables independent and advanced data management capabilities
• Tracking customer purchases
• Reporting system
• System for managing benefits for members
• Defining various accumulation programs such as points/cards/gift shop
• System for managing coupon codes for external suppliers/other marketing needs
• Messaging distribution system via SMS
• Distribution and management system for compensations
• Connecting the loyalty program to sales platforms such as iPads, Tabit Order, kiosks, call centers
• Digital gift cards
• Physical gift cards via magnetic cards
• Digital registration form for embedding in the Customer’s website
• Personal virtual environment internet system for End Customers for embedding in the Customer’s website
• Support throughout the setup process

It is important to note that the product does not include a personal program manager; the support system is available for any issue and/or consultation, during Tabit’s business hours.