Terms and Conditions

1. Terms and Purpose

1.1 FridgeDoor provides a Push Notification service (“FD Service”) that allows you to create, send and manage messages to the mobile phone numbers of your recipients via www.fridgedoorapp.com (the “FD Website”). Recipients can manage these messages using the Fridgedoor App (the “FD App”).

1.2 “FridgeDoor" means FridgeDoorapp Limited, a New Zealand registered company (Company Number 6095253) with registered office and principal place of business at Level 6, 57 Courtenay Place, Wellington, 6141 , New Zealand. Any notices you may wish to serve on FridgeDoor must be served to its registered office.

1.3 These Terms and Conditions of Use (“Terms”) and the FridgeDoor Privacy Policy (found on the FD Website) govern the use of the FD Service by any person. You agree to these terms by signing up to an account with FridgeDoor, or using the FD Service, or by installing, downloading or accessing the FD Website or the FD App.

1.4 For the purposes of these Terms, reference to the “FD Service” shall also include the FD Additional Services (as defined below), FD Website and FD App, as applicable.

1.5 The terms “you” or “your” refer to the person signing up to an account with FridgeDoor and the person using the FD Service and any other services that may be offered by FridgeDoor from time to time. You agree that your introduction to the FD Service may be by you receiving TXT messages or E-mails or Phone calls from any merchant, Company, organisation, club or 3rd party provider.

1.6 If you create an account on behalf of any other person, organisation or Company, you warrant that you have the authority to do so. Any person, organisation or Company that uses the FD Service warrants that they are authorised to do so and to send messages to those phone numbers. This authorisation must comply with relevant laws and any internal organisation or company policy that may be applicable.

1.7 We may amend or modify these Terms at any time and will keep you informed by posting the updated Terms and a notice of the changes on the FD Website at www.FridgeDoorapp.com. You are responsible for ensuring that you are familiar with the latest Terms at all times.

2. FD Additional Services

2.1 From time to time FridgeDoor may offer to supply to you (or may arrange for a third party to supply to you) additional services including, but not limited to, marketing analysis and API integration programming (“FD Additional Services”).

2.2 Before supplying any FD Additional Services to you, FridgeDoor will confirm to you:

(a) the nature of the FD Additional Services that it will supply; and

(b) any additional fees that you will be required to pay to FridgeDoor for those FD Additional Services.

2.3 If you agree to the supply of the FD Additional Services, FridgeDoor shall supply to you, and you shall be required to pay for, all FD Additional Services that have been confirmed in accordance with clause 2.2.

3. Fees and invoicing

3.1 Access to use the FD Service is granted on a per message basis in accordance with an “FD Service Plan”, and you will be charged a fee for that usage (the “FD Service Fees”). The FD Service Fees for each plan shall be at the rate advised on the FD Website (and subject to change from time to time), and shall be payable to FridgeDoor in accordance with the terms contained in an invoice that we will issue to you.

3.2 If you do not have an account with FridgeDoor, you will be required to provide us with credit card information and you hereby authorise us to charge that card monthly in arrears for the FD Service Fees. Cards must be valid and, if expired, updated with current valid information. If we cannot charge your card we will endeavour to make contact with you and reserve the right to suspend or terminate your access to the FD Service until the amount owing is paid and new card details are provided to us.

3.3 Generally, invoices will be issued on the date of each month corresponding to the date on which you commenced use of the FD Service.

3.4 From time to time, FridgeDoor may vary their FD Service Plans, including the charges payable thereunder. Any changes in these amounts or plans will be notified to you on the FD website. You are responsible for ensuring that you are familiar with the latest prices at all times. Any disputes regarding invoices or FD Service Fees charged to you by FridgeDoor must be raised within 10 days of the date of the invoice.

3.5 FridgeDoor may also issue to you invoices for fees payable for any FD Additional Services.

3.6 You are liable for all taxes applicable to the supply of the FD Service to you. The applicable taxwill be shown on your invoice.

3.7 Invoices must be paid in full on the due date as shown on the invoice. You acknowledge your access to FridgeDoor may be modified, terminated or suspended if FD Service Fees are not paid in full by the due date shown on the invoice.

3.8 You acknowledge that under no circumstances will you be entitled to a refund by FridgeDoor.

4. Support Services

4.1 You may contact FridgeDoor at any time using the contact details as shown on the FD Website. FridgeDoor shall use reasonable endeavours to resolve your support request within a reasonable time.

4.2 Details of FridgeDoor support are found on the support section of the FD Website.

Intellectual Property and Licences

5. Grant of licence in FD Service

5.1 FridgeDoor grants to you a revocable, non-transferable and non-exclusive licence to use the FD Service in accordance with these Terms. If you are an employer, company or organisation, subject to clause 7.2, you may sub-licence your rights under these Terms to your directors, officers, employees, contractors, subcontractors, agents and advisers (“Authorised Persons”) strictly for your internal business purposes only, provided each sub-licensee is aware of these Terms, agrees to comply with them, and is aware that they must not authorise any other person to use the FD Service. You agree to be held liable for any breach of these Terms by your Authorised Persons.

5.2 You may use the FD Service on any device, but FridgeDoor can at any time advise a minimum browser version that is required to run the service.

5.3 These Terms do not grant you the right to distribute, rent, loan, lease, sell, sublicense, or otherwise transfer all or part of the FD Service or any rights granted by these Terms to any other person. You must not modify, translate, adapt, arrange, or create any adaptation or modification to the FD Service for any purpose. Any rights not expressly granted in these Terms are reserved by FridgeDoor.

6. Intellectual Property Rights

6.1 You acknowledge that FridgeDoor owns all intellectual property rights and copyright in the FD Service (including, but not limited to, the "look and feel", text, graphics, images, logos, icons, photographs, content, processes, notices and other material underlying or forming part of the FD Service).

6.2 FridgeDoor does not claim any intellectual property rights over the content you upload, send, or otherwise provide when using the FD Service. All such content remains yours. You warrant that you own or have permission to all content that you upload, send or otherwise provide using the FD Service. You further warrant that such content does not breach these Terms, including the restrictions set out in clause 8 hereto, and acknowledge that FridgeDoor may at any time review all content uploaded, posted or sent by you (collectively, “User Content”) using the FD Service..

Your Responsibilities and Restrictions

7. Your Responsibilities

7.1 To be eligible to use the FD Services, you must be at least eighteen (18) years old and able to enter into contracts, agree to these Terms, and complete any required online registration process that may be required.

7.2 You:

(a) are responsible for your compliance with these Terms and those of any Authorised Persons (if applicable);

(b) are responsible for all content that you upload or post using the FD Service and for all activity associated with your use of the FD Service and your account (if applicable). FridgeDoor shall have no liability whatsoever to any party in respect of any use by you of the FD Services;

(c) must provide us with complete, accurate and up to date information when you sign up for the FD Service;

(d) must immediately notify us and any relevant authorities if you become aware of any use of the FD Service that is, or is likely to be, illegal or threatening to the health or safety of any person;

(e) must prevent unauthorised access to or use of the FD Service, and notify us promptly of any such unauthorised access or use;

(f) are responsible for the security of your username and password. You acknowledge that FridgeDoor shall have no liability to you for any losses that may be caused by stolen or hacked account names and passwords; and

(g) must only use the FD Service in accordance with these Terms, applicable laws, regulations and your internal company or organisational policies (if applicable).

7.3 You agree to indemnify Fridge Door, its related companies and its Authorised Persons for all losses, costs, liabilities and damages (including all legal fees and expenses on a full indemnity basis) suffered by Fridge Door or any such party as a consequence of any act or omission by you, any breach of these Terms by you, or your violation of any law or the rights of any third party.

8. Restrictions on your use of the FD Service

8.1 You must not (and must not permit or direct any Authorised Persons or third party to):

(a) circumvent or modify any security mechanisms that are employed by FridgeDoor or present in the FD Service;

(b) reverse engineer, decompile, or disassemble the FD Service;

(c) imply any affiliation or endorsement of you or any organisation by FridgeDoor without our prior written consent;

(d) sell, resell, rent or lease the FD Service;

(e)

(i) use the FD Service to store or transmit infringing, libellous, defamatory or otherwise unlawful or tortious material;

(ii) send messages with any reference to illegal goods or services;

(iii) send any sexual or pornographic material, or racially or ethnically offensive material;

(iv) send any other material that FridgeDoor, in its sole discretion, determines unacceptable;

(f) use the FD Service to store or transmit any viruses, trojan horses, backdoors or similar types of code designed to disrupt or interrupt any computer system or service, including the FD Service, and including instigating bulk messaging or auto messaging programmes or automatic user account setup programmes;

(g) interfere with or disrupt the integrity or performance of the FD Service or any transaction being conducted through the FD Service, or any other person's use of the FD Service;

(h) attempt to gain unauthorised access to the FD Service or its related systems or networks, or any part of them;

(i) interfere with or disrupt the servers or networks connected to the FD Service, or disobey any requirements, procedures, policies or regulations of networks connected to the FD Service;

(j) use any automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the FD Service (other than as authorised by these Terms);

(k) pretend that you are or represent someone else, or impersonate any other person;

(l) use any phone number lists that are rented, purchased or that you are otherwise not authorised to

send or which may be in breach of privacy or other applicable laws;

8.2 FridgeDoor reserves the right to refuse the FD Service to anyone, and to modify, suspend or terminate the FD Services for any reason and at any time, without notice.

8.3 FridgeDoor will co-operate with relevant authorities in the investigation of any illegal, or suspected illegal, activity associated with any person’s use of the FD Service.

8.4 If there is any breach of these restrictions by you when using the FD Service, you agree to provide the same indemnity provisions as set out in clause 7.3 above.

About the Data Content, Access & Confidentiality

9. No reliance

9.1 You acknowledge that although FridgeDoor will use its reasonable endeavours and due care and skill to determine that the content on the FD Service is accurate and up-to-date, including all data displayed on the FD Website, FridgeDoor does not warrant that such content will be complete, uninterrupted or error free.

9.2 You acknowledge and agree that:

(a) the FD Service is designed to assist you in the conduct of your business activities, but is neither designed nor intended to guarantee such assistance. You are solely liable and responsible for your business and other activities, and for your performance, and FridgeDoor provides no warranty to you regarding improved business efficiency or increased profitability;

(b) the FD Service is supplied on a general basis and may not be appropriate or complete for your specific circumstances or requirements;

(c) FridgeDoor does not act as your agent and shall have no liability whatsoever to you or any other person in respect of User Content (as defined above) or your use of the FD Service. You agree not to involve or attempt to involve FD in any dispute or claim arising in respect of any transaction involving any of your Authorised Persons, associates, customers or suppliers;

(d) the legal obligations applicable to you and your business will vary depending on factors pertinent to you and your business, including without limitation your business activities, geographic location and the laws, regulations and industry guidelines that may apply in any particular circumstance. You are solely liable and responsible for compliance with relevant laws, regulations, industry guidelines, and any internal organisation or company policy.

10. User Content and Backups

10.1 You are the owner of any User Content. You grant to FridgeDoor a perpetual, irrevocable, royalty free, sub-licensable, transferrable license to use, reproduce, modify and adapt the User Content for any purpose necessary for the supply of the FD Service to you.

10.2 You acknowledge that FridgeDoor may create backups or otherwise maintain data recovery mechanisms for any of the User Content, and will have sole responsibility for creating, maintaining and verifying any backups of User Content. You acknowledge that FridgeDoor will have no liability to you under any circumstances resulting from any loss of User Content, even if such loss is caused or contributed to by an act or omission of FridgeDoor, or any failure of the FD Service.

10.3 In addition to its rights under clause 10.1, you agree that FridgeDoor may modify User Content by removing from such User Content all material that could identify you or any other person or organisation (“De-identified Content”), and FridgeDoor may then use, reproduce and adapt such De-identified Content, provided that such De-identified content does not incorporate any material in which you or any other person owns intellectual property rights.

11. Usage Restrictions and Availability

11.1 You understand and agree that the internet and the cloud push notifications service is a communications network that cannot be controlled by FridgeDoor, and any data intended to be delivered to you by means of the FD Service may be delayed or may not be delivered.

11.2 You agree that FridgeDoor is not liable for: (i) any delays, failure to deliver, or misdirected delivery of any data; (ii) for any errors in the content of data, including on the FD Website or the FD App; or (iii) for any actions taken or not taken by you or any third party in reliance on data.

11.3 The FD Service may be subject to access or other restrictions on use or availability.

11.4 You acknowledge that your access and use of the FD Service may be interrupted from time to time

for any reason, including without limitation, the malfunction of equipment, updates to the FD Service, maintenance or repair of the FD Service, or other actions that FridgeDoor in their sole discretion, may elect to take.

11.5 FridgeDoor will make reasonable efforts to provide you with advance notice of any changes that may affect your use of the FD Service.

11.6 FridgeDoor reserves the right to interrogate and view your User Content so as to intercept problems or data that violates our restrictions of use. Your account may be modified, suspended or terminated because of these violations.

12. Confidentiality and Data Protection

12.1 Each party must maintain the confidentiality of the other party's confidential information (which includes without limitation all information disclosed by one party to the other party in circumstances where an obligation of confidence can or should reasonably be implied) and will not without the prior written consent of the other, use, disclose, copy or modify the other party's confidential information (or permit others to do so) other than as necessary for the performance of its rights and obligations under these Terms or permitted by these Terms or required by law. Each party must take all precautions reasonably necessary to prevent any unauthorised use, disclosure, copying, publication or dissemination of the other party's

confidential information, including at a minimum those taken by that party to protect its own confidential information.

12.2 FridgeDoor will take reasonable commercial measures to protect the security and integrity of the FD Services and User Content processed by means of the FD Services.

12.3 FridgeDoor will:

(a) comply at all times with applicable privacy and data protection laws;

(b) take reasonable steps to protect the security and integrity of information that can be used to establish

the identity of an individual, sensitive information about an individual and your confidential information; and

(c) take reasonable steps to notify you if it becomes aware of any disclosure of User Content that can be used to establish the identity of an individual, sensitive information about an individual or your confidential information.

Termination

13. Termination

13.1 You may terminate your access to the FD Service at any time, but if you do so you acknowledge that any FD Service Fees you have paid in advance in respect to any terminated service are forfeited, and FridgeDoor has no liability to you in respect of such FD Service Fees; and

13.2 In addition to our rights in clauses 3.2, 3.7, 8.2 and 11.6 above, FridgeDoor may terminate the FD Service, or any part of the FD Service (including access to the FD Website and the FD App), at any time for any reason. We will use commercially reasonable endeavours to provide you with reasonable notice of the termination of the FD Service. You acknowledge that FridgeDoor’s sole liability to you for termination of the FD Service (except where such termination arises from a breach of these Terms by you) will be to provide you with access to your data in accordance with clause 13.3.

13.3 Except where termination arises from a breach of these Terms by you, Fridgedoor will provide you with access to your data for a reasonable period following termination and afterwards we may permanently delete your account. Accounts that are inactive can also be permanently deleted after a period of 1 year.

14. Suspension

14.1 Where FridgeDoor exercises our rights of suspension under clauses 3.2, 3.7, 8.2 and 11.6 above, FridgeDoor will make reasonable efforts to provide information to you about the reasons for any suspension, and updates regarding resumption of your access to the FD Service following any suspension.

14.2 FridgeDoor is not liable for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any suspension of the FD Service.

Other Legal Stuff

15. Limitation of Liability

15.1 Other than warranties, conditions, rights or guarantees expressly given in these Terms or implied by relevant legislation, the exclusion of which from an agreement would contravene a statute or cause part or all of this agreement to be void (“Non-Excludable Rights”), FridgeDoor provides you with the FD Service “as is”, and FridgeDoor does not warrant uninterrupted use or operation of the FD Service, or that any data sent by or to you will be transmitted in uncorrupted form or within a reasonable amount of time. Except for any Non-Excludable Rights, FridgeDoor disclaims all representations, warranties and conditions of any kind, whether express, implied or written, oral, contractual or statutory.

15.2 Except for liability in relation to breach of any Non-Excludable Rights and liability referred to in clause 15.3, FridgeDoor’s maximum aggregate liability to you in contract, including for one or more breaches of any express clause or clauses of these Terms, tort (including negligence), statute or otherwise, is limited to an amount equal to the total amount paid by you to FridgeDoor in connection with the FD Service in the 1 month period before the event giving rise to liability arises. For liability in relation to breach of any Non-Excludable Rights, to the extent permitted by applicable law, FridgeDoor’s liability is limited, at its option, to the cost of supplying again or paying the cost of having supplied again any defective FD Services.

15.3 Except for Non-Excludable Rights, in no event will FridgeDoor be liable for any special, incidental, indirect, punitive or consequential damages whatsoever, including, but not limited to, damages for loss of profits or revenues, loss of confidential or other information, business interruption, personal injury, loss of privacy, corruption or loss of data, failures to transmit or receive data or any other pecuniary loss whatsoever arising out of or in any way related to the use of or inability to use the FD Service, or otherwise in connection with any provision of these Terms, even if FridgeDoor has been advised of the possibility of such damages.

16. Notices from FridgeDoor

16.1 You agree that you will receive all notices required under these Terms electronically, by any means reasonably nominated by FridgeDoor from time to time, including without limitation by email, by posting on the FD Website or by means of the FD Service. Your continued use of the FD Service after any such changes have been advised constitutes your agreement to the updated Terms.

17. Advertisements

17.1 The FD Service may be supported by advertising revenue and the FD Website and FD App may display advertisements and promotions. These advertisements may be targeted to the content of information stored on or made available to you in using the FD Service.

17.2 The manner, mode and extent of advertising on the FD Website and FD App, are subject to change without specific notice to You.

17.3 You agree that FridgeDoor may place such advertising on the FD Website and FD App and include such advertising within the FD Service.

18. Assignment

18.1 Subject to clause 18.2, neither party may transfer, assign or novate any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld).

18.2 Without notice to you, FridgeDoor may transfer, assign or novate these Terms in their entirety to its related bodies corporate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, and you hereby give your consent to any such assignment or novation.

19. Miscellaneous

19.1 These Terms and the FD Privacy Policy constitute the entire agreement between you and FridgeDoor relating to the FD Service and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the FD Service, or any other subject matter covered by these Terms.

19.2 Any part or all of any clause of these Terms that is illegal or unenforceable must be severed from these Terms and will not affect the continued operation of the remaining provisions of this agreement.

19.3 Waiver of any power or right under these Terms must be in writing signed by the party entitled to the benefit of that power or right and is effective only to the extent set out in that written waiver.

19.4 Failure by Fridge Door to enforce any of its rights under these Terms does not constitute a waiver of those rights.

20. Governing Law and Forum for Disputes

20.1 This Agreement, and your relationship with FridgeDoor, is governed by the laws of New Zealand. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New Zealand, and any dispute resolution procedure or legal proceedings in connection with these Terms or the FD Service must be conducted in New Zealand.