Clipp

User Agreement – Terms and Conditions

1.   Background

o    These terms and
conditions represent the agreement between Clipp Pty
Ltd and any person who accesses or uses Clipp (User
Agreement
).

o    The Clipp app and website http://clipp.co(Clipp) is
owned and operated by Clipp Pty Ltd ACN 162 347
515 and its related bodies corporate (Clipp
Pty Ltd
).

o    By clicking the
[“Accept”], or by accessing and/or using Clipp
(whichever occurs first), the user (referred to in this User Agreement as You
or Your) agrees to be bound by this User Agreement.

o    Clipp Pty Ltd may amend or modify Clipp (including
changing, deleting, discontinuing or imposing conditions on any of its
functionality or features), this User Agreement or any Clipp
Pty Ltd policy at any time.  You will be able to discontinue and/or
refrain from use of Clipp following such amendment or
modification, if You choose to do so. If You don’t choose to do so, the
amendments or modifications will apply to You.

2.   License

Subject to this User Agreement, Clipp Pty Ltd
grants to You a non-transferable, nonexclusive, royalty-free, fully paid,
worldwide license to install one copy of the Clipp
software, in executable object code format only, solely on Your handheld mobile
device and solely for Your personal use of the Clipp
app. See clause 14 in relation to the restrictions on Your use of Clipp.

3.   Registration

o    In order to use the
services provided by Clipp, You
must register to use Clipp and provide certain
information (Customer Information) to Clipp
Pty Ltd or its third party contractors via Clipp or a
nominated website to enable Clipp Pty Ltd to provide
You with the Clipp functionality (Clipp
Account
).

o    By registering and
providing the Customer Information, You warrant that:

§  You are at least 18 years
of age;

§  You are eligible to
register and use Clipp and have the right, power and
ability to enter into and perform under this User Agreement;

§  You will be solely
responsible for the activity that occurs on Your Clipp
Account;

§  You either:

§  are the authorised
account holder of any valid credit card or debit card (Payment Card)
registered under your User Account, or have the express permission of the
authorised account holder. Clipp may conduct a $1
preauthorisation to check the validity of the credit card card,
it will be voided once the credit card has been validated; or

§  hold a valid PayPal
account registered under your User Account, or have the express permission of
the holder of that PayPal account;

§  You are the person responsible
for the mobile device registered to your User Account or have the express
permission of the mobile device owner;

§  You understand that
it is your responsibility to ensure that your mobile device is compatible to
use Clipp and that the mobile phone is correctly
configured;

§  the Customer
Information that You provide to Clipp Pty Ltd is
Customer Information which you are lawfully entitled to provide and is not
false, misleading, fraudulent or defamatory and does not infringe the
intellectual property rights or other rights of any third party;

§  You will only provide
current, accurate and up-to-date Customer Information and will continually
update all Customer Information as required (including proof of identity which
we may reasonably request);

§  You will keep Your
registration username and password secure;

§  You will not
impersonate any other person or use another person’s registration details nor
use another user’s Clipp Account without their
permission;

§  You will not harass
or interfere with another user’s use and enjoyment of Clipp;

§  You will not use Clipp, directly or indirectly, for any fraudulent
undertaking or in any manner so as to interfere with the operation of Clipp (including the transmission of viruses, worms or any
software intended to damage or alter computer systems or data);

§  You will not attempt
to gain authorised access to Clipp, or other networks
or systems connected to or used together with Clipp;
and

§  Your use of Clipp will be in compliance with this User Agreement.

o    Clipp Pty Ltd is not responsible for any activity (including purchases made
through Clipp) that may occur as a result of the
disclosure by You of Your registration details and/or password to third
parties, or through unauthorised access to or use of Your personal information.

o    You are solely
responsible for all activity that occurs via Your registration details and/or
the use of Clipp on Your mobile device.

o    You grant us
permission to use Your Customer Information to provide You Clipp,
related services and for related purposes.  You acknowledge that in order
for Clipp Pty Ltd to provide the services of Clipp and related services, Clipp
Pty Ltd may share your Customer Information with other parties.

o    To use Clipp, You must have a clear and concise Profile Picture
that accurately depicts who you are. If you do not have a clear photo of who
you are, Clipp may prevent you from paying with Clipp.

4.   Compatible mobile
devices and third party carriers

o    Clipp enables You to make payments on compatible mobile devices. Devices
modified contrary to the manufacturer’s software or hardware guidelines,
including but not limited to those with disabled hardware or software controls
(sometimes referred to as “jail broken”) are not compatible devices.

o    You acknowledge that
the use of a modified device to use the Clipp app is
expressly prohibited, constitutes a violation of this User Agreement, and is
grounds for termination of Your Clipp Account.

o    Clipp Pty Ltd does not warrant that Clipp will be
compatible with Your mobile device or third party
carrier.

o    It is Your
responsibility to ensure that You download the correct application for Your
device.

o    Your use of Clipp may be subject to the terms of Your agreements with
Your mobile device manufacturer and Your carrier.  It is your
responsibility to comply with such agreements.

5.   Products

o    By using Clipp You may be able to purchase goods or services (Products).
These Products are advertised, promoted, offered, sold and/or supplied by third
parties (Vendors).

o    Clipp Pty Ltd is not the supplier of any Products that You may view or
purchase through Clipp. Clipp
is designed to facilitate Your transaction with the relevant Vendor(s).

o    Representations about
Products are based on information and material provided to Clipp
by the relevant Vendor. You acknowledge that Clipp
Pty Ltd takes no responsibility whatsoever nor makes any representations,
either express or implied, as to quality, accuracy, reliability or credibility
of information or material supplied or made available by third parties or
Vendors on Clipp. For the avoidance of doubt any
images contained in Clipp are for illustration
purposes only and may not reflect the actual Products offered by a Vendor.

o    The Vendor(s) is
entirely responsible for all Products made available and or purchased through Clipp. You should refer to any applicable terms and
conditions provided by the Vendors in connection with the Products. All
disputes relating to the quality of Products must be directed to the Vendor.

o    Any dispute between
You and the Vendor (for example in relation to the Product quality or customer
service) must be resolved by You and the Vendor. Clipp
is under no obligation to resolve or assist You in resolving a dispute with a
Vendor.

6.   Purchases

o    Promotions,
advertisements, descriptions or other information provided in relation to
Products via Clipp (Product Representations)
do not constitute an offer to sell You the Products or guarantee the
availability of Products. The Product Representations are made available so
that You can submit a request for a Product(s) via Clipp
(Order).

o    When You make a
purchase (Purchase), the applicable Vendor will confirm via Clipp:

§  the details of the
Purchase, including item name and value;

§  the final price for
the Purchase (including any relevant surcharges);

§  any terms and
conditions applicable to the Purchase; and

§  any other information
relevant to the Purchase.

o    When You open a tab
at a Vendor location (Tab), You will be required to authorise Clipp to acquire a pre-authorisation from Your chosen Payment Card. You acknowledge that this
pre-authorisation will be closed when the Purchase amount is settled and that
the pre-authorisation can take up to 10 working days to be released from Your nominated Payment Card.

o    Payment for a
Purchase will be processed after You close Your Tab or pay the Purchase amount.

o    You will be emailed a
tax invoice for Your purchase.

7.   Price and payment

o    You will incur a
$1.50 service fee (Service Fee) when
you open a Tab and You make a Purchase via Clipp. The
Service Fee will be charged to You when You close your Tab. You will be charged
one Service Fee per Tab. The Service Fee will not count towards a Minimum
Purchase required for a Discount Promotion to be activated.

o    All prices for
Products are shown in Australian dollars, inclusive of GST where applicable,
and are current at the time of display, in accordance with the information
provided to Clipp Pty Ltd by the relevant Vendor.

o    Payment for Products
must be made by Payment Method. You will be asked to nominate a Payment Method
on registration with Clipp or when You make Your first Purchase. Payment Method registration and payments are
processed on Clipp Pty Ltd’s
behalf by the third party payment provider identified at the time You register
Your payment details via Clipp (Payment Provider).
Your Payment Method details are sent to the Payment Provider in a secure and
encrypted format and will not be viewed, collected or stored by Clipp Pty Ltd or any other party other than the Payment
Provider. You should review the Payment Provider’s terms of service and privacy
policy on registration.

o    Clipp Pty Ltd is not responsible for any errors made by the Payment Provider.

o    Clipp works with any Australian-issued and most non-Australian-issued credit
cards and debit cards with a Visa, MasterCard or American Express logo.

o    You acknowledge that
Your Payment Card provider may charge additional fees in accordance with Your
arrangements with that card provider. Clipp Pty Ltd
is not responsible for any such fees or charges.

o    It is Your
responsibility to ensure that all items on Your Tab are correct and that You
pay the correct amount to each Vendor at the time of payment.  If You
believe an item has been added incorrectly to Your Tab, You
must raise this with the Vendor before the Tab is closed. Once the Tab has been
closed and payment made, Clipp Pty Ltd will not be
responsible and will have no involvement in any
disputes regarding any incorrect final Purchase amount accepted by the Vendor
or made by You.

o    Any promotional code
(Promotional Code) You wish to use must be applied to Your Clipp Account before opening a Tab with a Vendor.  If
a Promotional Code is applied after opening a Tab, the Promotional Code will
apply to the next Tab You open, or will expire if Your next
Tab is not opened before expiry of the Promotional Code.

o    Only one Promotional
Code can be used per Tab. If more than one Promotional Code is registered with
Your Clipp Account, they will be applied in the order
which they were added to Your Clipp Account providing
they have not since expired.

o    Promotional Codes
cannot be used in conjunction with any other Clipp
offers.

o    From time to time via
Clipp, a Vendor may offer discount promotion vouchers
on the total value of Products that You purchase from the Vendor, which can be
linked to a Tab opened at the Vendor’s location via the ‘Clipp
Dash’ or ‘Last Minute’ function (each a ‘Discount Promotion‘). The
Discount Promotion that is shown on the Clipp app may
be less than the Discount Promotion agreed between Clipp
Pty Ltd and the Vendor.

o    Discount Promotions
are limited in number and may be limited to certain times specified in the
promotion by the Vendor, and, may specify a minimum value of Products that You
must purchase from the Vendor (Minimum Purchase) before You are eligible
for the Discount Promotion to be applied to Your Tab. Please note that not all
Discount Promotions are shown to all customers at all times and may vary
customer to customer. Confirmation of the Discount Promotion will appear in the
app once a Tab has been opened. If a Tab does not have confirmation, no
discount will be applied.

o    If a Promotional Code
is used in conjunction with a Discount Promotion (eg
up to 40% off), the Promotional Code amount will not count towards the Minimum
Purchase required to activate the Discount Promotion. For example, with a $10
Promotional Code, and a Discount Promotion requires a minimum spend of $50, you
will need to spend $60 inclusive of your promotion to activate the saving.

o    Some venues may have
a processing fee for using a payment source (Processing Fee) which is
always listed prior to opening a Tab. If a venue has a Processing Fee, this
amount will not count towards a Minimum Purchase for a Discount Promotion to be
activated.

o    Discount Promotions
will be applied on a ‘first come first served’ basis, and once the number of
Discount Promotions on offer by a Vendor at a particular Vendor location have
been claimed, no further Discount Promotion will be applied by Clipp to any Tab.

o    A Discount Promotion
cannot be used in conjunction with any Promotional Code or any other offer.

o    If You open a Tab at
a Vendor location where the Vendor currently offers a Discount Promotion:

§  the highest
percentage Discount Promotion then remaining which is offered by the Vendor at
the time You open Your Tab, will be automatically applied to Your Tab, and You
are not eligible to choose another Discount Promotion offered by that Vendor at
that time; the Discount Promotion will be confirmed when you have opened your
Tab;

§  that Discount
Promotion will only apply to one (1) Tab, and will not be applied to any
subsequent Tab that You open at that Vendor location;

§  if, at any time after
You open Your Tab, there is no purchase recorded to your Tab through the Clipp App or You are not present in the venue for a period
of up to 3 consecutive hours, Your Tab may automatically be closed and Clipp Pty Ltd is not responsible if the same Discount
Promotion (or any other Discount Promotion) is not available after such closure
of Your Tab;

§  if a Vendor has
specified a Minimum Purchase for a Discount Promotion, then Clipp
will not facilitate the Discount Promotion when Your Tab is closed, unless You
have made the Minimum Purchase; Tips for venue staff do not contribute towards
the Minimum Purchase.

§  You acknowledge that
not all Vendors permit You to increase the limit on Your Tab after You have
opened a Tab at the Vendor’s location, and it is Your responsibility to ensure
that Your Tab limit will permit You to make any applicable Minimum Purchase at
the time You open Your Tab;

§  You acknowledge that
if You open Your Tab with PayPal, You will not be able to increase the limit on
Your Tab after You have opened a Tab at the Vendor’s location, and it is Your
responsibility to ensure that Your Tab limit will permit You to make any applicable
Minimum Purchase at the time You open Your Tab;

§  if a Vendor’s
Discount Promotion specifies that it can only be redeemed during a certain
period of time, then Clipp will not facilitate any
such discount unless You have opened Your Tab during the time specified in the
Discount Promotion;

§  Clipp only facilitates a Discount Promotion on the amount of Your Tab where
payment is facilitated via Clipp. If You choose to
pay any part of your Tab directly to the Vendor in a way which is not
facilitated by Clipp, the Discount Promotion will
only be applied to that part of Your Tab where payment is facilitated by Clipp and any amount that You pay directly to the Vendor by
any other method will not be counted towards the Minimum Purchase; and

§  if a Promotional Code
is applied to your Tab, the discount will only be applied to the Total of the
Tab after the promotional value has been subtracted. If the Promotional Code
takes your Tab below the Minimum Purchase of the offer no discount will be
applied eg 40% off when you spend $50.

o    If You purchase, or
seek to purchase, any liquor Product from a Vendor, and a Discount Promotion
applies to that purchase, You acknowledge and agree:

§  Clipp Pty Ltd supports the responsible service and consumption of alcohol;

§  the service, sale or
supply of any liquor Product to You by the Vendor is subject to applicable laws
and applicable standards and guidelines issued by regulatory authorities with
relevant jurisdiction, including responsible service of alcohol and liquor harm
minimisation; and

§  Clipp Pty Ltd is not responsible if the Vendor:

§  refuses to serve,
sell or supply any liquor Product to You, and as a result You are not eligible
for a Discount Promotion to be facilitated by Clipp
when Your Tab is closed;

§  at any time refuses
You access to the Vendor’s location or requires You to leave the Vendor’s
location, and as a result You are not eligible for a Discount Promotion to be
facilitated by Clipp when Your Tab is closed; or

§  at any time varies, ceases
to offer, or withdraws, a Discount Promotion, including after You have opened
Your Tab.

§  Any dispute You have
regarding a refund must be made by contacting Clipp
within 28 days of payment.

§  With version 3.3.3 of
the Clipp app and higher versions, You may share and
split payments for Products via the Clipp app on the
following terms and conditions:

§  a Tab must be created
in accordance with clause 3 and the person who first opens the Tab and is given
an account number (Payer);

§  the Tab will then be
broadcast to other persons with whom you choose to share the Tab (Sharer);

§  some venues include a
credit card surcharge which is applicable to all payments via credit card at
that venue, which might be applicable to both the Sharer and the Payer. In both
cases, these charges will be highlighted prior to the payment; and

§  no Promotional Codes
may be used as a form of split payment. Only Payment Cards and PayPal accounts
may be used to contribute towards a split payment.

§  Some venues may
require You to tell your server that you will be paying with Clipp prior to ordering. If this is not done, the discount
may not be applied.

§  Some venues may
display a message once you open your Clipp that
states to the effect that “Last Minute Offers cannot be used in conjunction
with any other venue discount or promotion” or similar. If You order any
discounted/promotional items, the Last Minute
offer may be removed completely.

§  With version 3.3.11
of the Clipp app and higher versions You may use the Clipp app to send to any other user of the Clipp app (Friend) a credit to be used on Your
Friend’s Clipp app for Your Friend to purchase
Products (Friend’s Credit) on the following terms and conditions:

§  You can send a
Friend’s Credit by:

§  nominating Your
Friend’s email address / mobile phone number; and

§  selecting the amount
that You wish to send to Your Friend on the Clipp
app.

§  once You have
authorised the amount of the Friend’s Credit:

§  the credit transfer
will be processed by Clipp Pty Ltd and cannot be
reversed;

§  Your Friend will
receive an email from Clipp Pty Ltd advising the
amount of the Friend’s Credit, the Clipp app user who
sent the credit and the expiry date of the Friend’s Credit (Activation
Details
); and

§  after Your Friend has
received the Activation Details:

§  Your Friend’s Clipp Account will be increased by an amount equal to the
Friend’s Credit;

§  Your Friend will be
able to use the Friend’s Credit for all Tabs opened following receipt of the
Activation Details until expiry in accordance with clause 23.3.3; and

§  the Friend’s Credit
must be used within 12 months of the Activation Details. If the Friend’s Credit
is not used within this time period, it will expire automatically without
notice to You;

§  if Your Friend’s Clipp Account has on it Promotional Codes at the time that
the Friend’s Credit is applied, the Promotional Codes or Friend’s Credits will
be applied in the order which they were added to Your Friend’s Clipp Account providing they have not since expired; and

§  Promotional Codes may
not be transferred by You as Friend’s Credits. Only Payment Cards and PayPal
accounts may be used to contribute towards a Friend’s Credit.

8.   Unauthorised or
illegal use

o    If You believe that
there is an error or unauthorised transaction associated with Your Clipp Account, You should contact us
immediately.

o    Clipp Pty Ltd may decide not to authorise or allow any transaction or Clipp Account if we believe that the transaction or Clipp Account is in violation of this User Agreement or any
other Clipp Pty Ltd agreement, or that it exposes
You, other Clipp customers, Clipp
Vendors or Clipp Pty Ltd to harm, including fraud and
other criminal acts. If Clipp Pty Ltd reasonably
suspects that Your Clipp Account has been used for an
unauthorised, illegal or criminal purpose, You give us
express authorisation to share information about You, Your Clipp
Accounts, and any of Your transactions with law enforcement.

9.   Termination and
suspension

o    Should Clipp Pty Ltd need to conduct an investigation or resolve
any pending dispute related to Your Clipp Account, Clipp Pty Ltd may restrict Your access to Your Clipp Account for any period of time necessary. Clipp Pty Ltd may also restrict Your access to Your Clipp Account as necessary to comply with any applicable
law or court order, or if otherwise requested by law enforcement or
governmental entity.  You will be notified of such restricted access
unless Clipp Pty Ltd is legally prevented from
notifying you.

o    Clipp Pty Ltd reserves the right to terminate or suspend Your access to Clipp for a breach of this User Agreement. If your access
is suspended, Clipp Pty Ltd may renew access once Clipp Pty Ltd has reasonably formed the view that the
reason for the suspension has been suitably remedied.

o    Without limiting the
scope of clause 2 Clipp Pty Ltd may terminate Your
access to Your Clipp Account if You:

§  have breached any
other agreement You have with Clipp Pty Ltd;

§  have breached any of Clipp Pty Ltd’s policies;

§  pose an unacceptable
credit or fraud risk;

§  provide any false,
incomplete, inaccurate, or misleading information; or

§  use Clipp in a way associated with unlawful, fraudulent or
criminal conduct.

o    If there is no
activity in Your Clipp Account (including access or
payment transactions) for at least two years (consecutively), we will notify
You by sending You an email to the email address associated with Your Clipp Account and give You the option of keeping Your Clipp Account open.  If You do not respond to our
notice within thirty calendar days, we will close Your Clipp
Account.

o    Clipp Pty Ltd will not be liable to You for compensation, reimbursement, or
damages in connection with Your use of Clipp, or in connection with any termination or suspension
of Your Clipp Account.  Any termination of Your Clipp Account does not relieve You of any obligations to
pay any fees or costs accrued prior to the termination and any other amounts
owed by You to us as provided in this User Agreement.

10.               
Warranties and limitation of liability

o    To the extent
permitted by law, these terms and conditions exclude all conditions,
warranties, guarantees, rights, remedies, liabilities and other terms implied
by statute, custom or the common law. Where legislation implies any condition
or warranty, and that legislation prohibits Clipp Pty
Ltd from excluding or modifying application of, or its liability under, any such
condition or warranty, that condition or warranty will be deemed included for
the minimum timeframe possible but Clipp Pty Ltd’s liability will be limited for a breach of that
condition or warranty to the minimum remedy provided for in that law.

o    Clipp Pty Ltd and its directors, employees and affiliates do not warrant that
the service provided by Clipp is accurate, reliable
or correct; that the service will be available at any particular time or
location, interrupted or secure; that any defects or errors will be corrected;
or that the service is free of viruses or other harmful components.

o    You acknowledge that
any content or data downloaded or otherwise obtained through
the use of
Clipp is downloaded at Your own
risk and You will be solely responsible for any damage to Your property or loss
of data that results from such download.

o    You acknowledge that
to the extent permitted by law Clipp Pty Ltd does not
accept liability for any errors, omissions, expenses, losses or damages caused
by:

§  Your access to and/or
use (or inability to use) the Clipp app and/or
website;

§  malware, viruses or
any incorrectness or incompleteness of Clipp (unless
such damage is the result of any wilful misconduct from Clipp
Pty Ltd);

§  representations made
by Vendors via Clipp (including where inaccurate
information or material has been provided);

§  Your purchase or use
of any Products;

§  Your provision of
personal or information via Clipp (including details
relating to the Payment Method);

§  any failure or delay
in the electronic communication systems, including networks or servers, used to
provide Clipp; and/or

§  any act or omission
by your Payment Provider, regardless of whether the alleged liability is based
on contract, tort, negligence, strict liability, or any other basis, even if Clipp Pty Ltd has been advised of the possibility of such
damage.

11.               
Indemnity

As a condition of Your use of Clipp, You agree
to indemnify and keep indemnified Clipp Pty Ltd and
all of its officers, agents, employees and contractors (Personnel)
against all claims, obligations, liabilities, expenses, losses, damages and
costs (on a solicitor and own client basis and whether incurred by or awarded
against Clipp Pty Ltd or its Personnel) that Clipp Pty Ltd or its Personnel may sustain or incur as a
result, whether directly or indirectly, of:

12.               
Australian Consumer Law

If a supply by Clipp Pty Ltd under this User
Agreement is a supply of goods or services to a consumer within the meaning of
the Australian Consumer Law, nothing contained in this User Agreement excludes,
restricts or modifies the application of any provision, the exercise of any
right or remedy, or the imposition of any liability under the Australian
Consumer Law, provided that, to the extent that the Australian Consumer Law
permits Clipp Pty Ltd to limit its liability under
this User Agreement or otherwise, then Clipp Pty Ltd’s liability shall be limited to:

13.               
Privacy

o    We care about Your
privacy. Upon acceptance of this User Agreement, You confirm that You have
read, understood and accepted Clipp Pty Ltd’s Privacy Policy (see the policy at the attached link:http://clipp.co/privacy).
Clipp Pty Ltd’s Privacy
Policy applies to that part of Your Customer Information that is “Personal
Information”.

o    We have implemented technical
and organisational measures designed to secure Your personal information from
accidental loss and from unauthorised access, use, alteration, or disclosure.
However, we cannot guarantee that unauthorised third parties will never be able
to defeat those measures or use Your personal information for improper
purposes. You acknowledge that You provide Your personal information at Your
own risk.

14.               
Intellectual property rights

o    All copyright, trade marks and other intellectual property rights in Clipp and the information and material contained on Clipp is owned by or licensed to Clipp
Pty Ltd. Trade marks and other rights used under
license by Clipp Pty Ltd (for example, in advertising
Vendors or Products) are used with permission and are owned by the relevant
third party.

o    Except as permitted
under theCopyright Act 1968 (Cth), or any other applicable law in the location from
which You access Clipp, You may not, regardless of
the purposes of Your actions:

§  adapt, reproduce,
copy, publish, publicly perform, stream, broadcast, transmit or distribute
copies of any information or material found on Clipp
in any form (including by e-mail or other electronic means), without Clipp Pty Ltd’s prior written
consent;

§  modify, disassemble,
decompile, make derivative works of or reverse engineer the Clipp
software;

§  rent, lease, loan,
resell, sublicense, distribute or otherwise transfer the Clipp
software to any third party;

§  remove, circumvent,
disable, damage or otherwise interfere with security-related features of the Clipp software; or

§  access Clipp in order to build a similar
or competitive product or service.

15.               
Third party services

o    You may be offered
through Clipp services, products and promotions
provided by other parties that are not owned or controlled by Clipp Pty Ltd and are not Vendors (Third Party Services).
 If You decide to use these Third Party Services
You will be responsible for reviewing and understanding the terms and
conditions associated with these services.  You agree that Clipp Pty Ltd is not responsible for the performance or
purchase of these services.  Clipp may contain
links to third party websites as a convenience to You.  The inclusion of
any website link does not imply an approval, endorsement or recommendation by Clipp Pty Ltd.  You agree that You access any such
website at Your own risk, and that the website is not governed by this User
Agreement.  Clipp Pty Ltd expressly disclaims
any liability for these websites.  Once You access a Third
Party
Service, our Privacy Policy is no longer in effect and You may be
subject to the privacy policies and other rules of the third party website.

o    Clipp Pty Ltd does not warrant, endorse, guarantee or assume responsibility
for any Third Party Service or any hyperlinked website
or service, or featured in any banner or other advertising, and Clipp Pty Ltd will not be a party to or in any way monitor
any transaction between You and providers of Third Party Services.

16.               
Disputes

o    You acknowledge and
agree that any disputes in relation to Clipp are to
be determined by the laws of New South Wales.

o    Upon any dispute with
Clipp Pty Ltd arising, You
agree to first contact Clipp Pty Ltd at 
support@clipp.coand attempt to
resolve the dispute with us.

o    In the event that You and Clipp Pty Ltd
are unable to resolve the dispute, you agree that the dispute will be referred
to mediation administered by the Australian Commercial Disputes Centre (Centre)
and conducted according to the Centre’s respective guidelines.

o    With the exception of urgent interlocutory relief, the
mediation of a dispute under clause 3 is a condition precedent to the
commencement of any litigation by either You or Clipp
Pty Ltd.

17.               
Whole agreement

o    Except as expressly
provided for in this User Agreement, the terms and conditions in this User
Agreement are a complete statement of the agreement between You and Clipp Pty Ltd.

o    If the event of a
conflict between this User Agreement and any other Clipp
Pty Ltd agreement or policy, the terms and conditions of this User Agreement
shall prevail.

o    If any of the terms
and conditions of this User Agreement is held to be invalid, unenforceable or
illegal for any reason, it shall be changed and interpreted to accomplish the
objectives of such term or condition to the extent possible and the remaining terms
and conditions will nevertheless continue in full force.

o    Headings are for
convenience only and shall not be considered in interpreting the terms and
conditions of this User Agreement.

o    Upon termination of
this User Agreement and Your Clipp Account, the terms
and conditions of this User Agreement which by their nature are intended to
survive termination shall survive and remain in effect.

18.               
General

o    This User Agreement,
and any rights, obligations and licenses granted under it, may not be transferred,
assigned or subleased by You.

o    Clipp Pty Ltd accepts no liability for any failure or delay in complying with
any term or condition of this User Agreement where such failure or delay is due
to circumstances beyond Clipp Pty Ltd’s
reasonable control.

o    If Clipp Pty Ltd waives any rights available to it under this
User Agreements on one occasion, this does not mean that those rights will be
automatically waived on any other occasion. Waivers must be in written form and
signed by Clipp Pty Ltd or its authorised
representative.

If you have any questions regarding this User Agreement, or wish to
obtain additional information, please contact us at support@clipp.co.