Terms of Service

1. Introduction

By creating an account or using the UBUX platform, you agree to these Buyer Terms of Service.

You are responsible for your Account. If you violate UBUX's Terms of Service we may cancel your service access. If we need to reach you, we will communicate via the Primary Email Address.

To access and use the Services, you must register for a UBUX account ("Account"). To complete your Account registration, we will collect your name, a valid email address, and any other information indicated as required. UBUX may reject your account or cancel an existing Account, for any reason, at our sole discretion.

You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.

You acknowledge that UBUX will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you ("Primary Email Address"). You must monitor the Primary Email Address you provide to UBUX and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with UBUX can only be authenticated if they come from your Primary Email Address.

You are responsible for keeping your password secure. UBUX cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. We may request additional security measures at any time and reserve the right to adjust these requirements at our discretion.

2. Account Registration

Buyers must provide accurate information including name and email address.

Only one person can be the "Account Owner", usually the person signing up for the UBUX Service. The Account Owner is responsible for the Account, is bound by these Terms of Service and is responsible for the actions of others accessing the Account.

3. Buyer Responsibilities

Buyers must use the platform lawfully and must not engage in fraud, reward abuse, or manipulation of transactions.

UBUX has the right to control who we make our Services available to and we can modify them at any time. We also have the right to refuse or remove Materials from any part of the Services, including stores listed.

4. Orders and Transactions

You acknowledge and agree that the UBUX Services are not a marketplace, and any contract of sale made through the Services is directly and only between you and the seller.

For the avoidance of doubt, UBUX is not the seller or merchant of record and has no responsibility for Stores listed on UBUX, the Materials, the goods or services Stores may sell through the UBUX Services, or any aspect of the transaction between you and the seller.

For the avoidance of doubt, UBUX is not the seller, merchant, retailer, or supplier of any goods or services listed through the UBUX Services and is not a party to any transaction between buyers and sellers.

UBUX has no responsibility or liability for:

1. the goods or services offered by sellers;
2. the accuracy of listings, descriptions, pricing, or availability of products or services;
3. the fulfilment, delivery, quality, safety, or legality of goods or services sold by sellers; or
4. any aspect of the transaction between buyers and sellers.

Any dispute, claim, refund request, warranty claim, or issue arising from a transaction must be resolved directly between the buyer and the seller.

UBUX may, at its discretion, assist in facilitating communication or dispute resolution between buyers and sellers; however, UBUX has no obligation to mediate or resolve disputes and is not responsible for the outcome of any dispute.

Nothing in these Terms limits any rights or remedies available under applicable consumer protection laws that cannot lawfully be excluded.

5. Payments

You agree that UBUX may process payments on your behalf and using third-party payment providers integrated into the platform and you authorise UBUX to process payment on your behalf.

A valid payment method (such as a credit card) must remain on file to pay for products and services.

6. Rewards Program

Buyers may earn UBUX or Local rewards issued by participating merchants. Reward Points are used to determine when you become entitled to a reward and can only accrue to account holders. Reward Points earned when you purchase products and services paid in Cash, Card, UBUX on the UBUX platform.

If a refund, return, cancellation, or chargeback occurs for a transaction that generated Reward Points, the corresponding number of Reward Points associated with that transaction will be reversed and deducted from your Reward Points balance.

The number of Reward Points deducted will equal the number of Reward Points originally awarded for that transaction.

If your Reward Points balance is insufficient to cover the required deduction because the points have already been redeemed, spent, or otherwise used, UBUX reserves the right to recover the equivalent monetary value from you.

UBUX may recover such amounts by:

1. deducting the equivalent UBUX Reward Point monetary value from any refund issued to you,
2. charging the Reward Point monetary value owing from your payment method, or
3. applying any other lawful recovery method permitted under these Terms.

Any amounts recovered under this clause may be used to reimburse the merchant for rewards issued in connection with the refunded or reversed transaction.

UBUX may suspend or restrict your account if repeated refund or chargeback activity results in abuse of the rewards system. In the event your buyer account is closed, or suspended any Reward Points earned will be forfeited.

You will not earn Reward Points if your account is suspended or if you breach or breach these Terms of Service. You agree that your UBUX or Local rewards will be forfeited if your account is suspended or if you breach these Terms of Service.

Reward Points may not be transferred or sold. Reward Points are not property, have no monetary value and can only be used to claim products and service sold by sellers.

We may at any time and in our discretion without notice withdraw, limit, modify, cancel or increase the continued availability of any reward or the number of Reward Points.

Except as provided in any law which cannot lawfully be excluded or modified by agreement we:

1. make no warranties or representations either express or implied and expressly disclaim any and all liabilities (including for consequential damages) with respect to type, quality, standard or fitness or suitability for any purpose of the rewards;
2. are not responsible for the loss, theft or destruction of rewards;
3. do not accept any liability with respect to any loss arising from the supply of a reward; and
4. in the event that we are liable for breach of any term implied by law, we limit that liability where we are entitled to so do to replacement or repair of the reward or payment of the cost of replacing or repairing the reward.

Any tax liability, stamp or other duty or other government charge or reporting requirement in connection with or on any benefit derived by you from the use of UBUX Services in receipt of a reward is your sole responsibility.

Any questions or disputes must be brought to our attention please contact UBUX via email at info@ubux.app.

7. Feedback

We welcome customer feedback but are under no obligation to ensure that ideas and suggestions regarding our Services or the services of third parties remain confidential and we can use the feedback in any way we want.

UBUX welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances will any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively, "Feedback") to UBUX be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to UBUX (whether submitted directly to UBUX or posted on any UBUX hosted forum or page), you waive any and all rights in the Feedback and that UBUX is free to implement and use the Feedback if desired, as provided by you or as modified by UBUX, without obtaining permission or license from you or from any third party. Any reviews of a Third Party Service or Third Party Provider that you submit to UBUX must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. UBUX reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.

8. Intellectual Property

UBUX respects intellectual property rights and you should too.

UBUX respects the valid intellectual property rights of others and we expect Merchants to do the same. Posting content that constitutes an infringement of others' legal rights violates our Terms of Service and the content can be removed and/or your Store may be terminated at our discretion. If you believe content on our platform infringes your intellectual property rights, you can report it to info@ubux.app.

9. Privacy and Data

Personal information is handled in accordance with the UBUX Privacy Policy.

UBUX's use and collection of your personal information is governed by our Privacy Policy.

UBUX's use and collection of customer personal information is governed by our Privacy Policy.

UBUX is firmly committed to protecting the privacy of your personal information and the personal information of your customers.

UBUX's collection, use, disclosure and processing of your personal information is governed by our Privacy Policy.

UBUX complies with applicable Payment Card Industry Data Security Standards ("PCI DSS") in its provision of the Services to you.

10. Third-Party Services

You agree that UBUX may integrate and process payment on your behalf with external services such as payment processors.

11. Limitation of Liability

We are not responsible for damages or lawsuits that arise if you break the law, breach this agreement or go against the rights of a third party. The Service is provided on an "as is" and "as available" basis. We provide no warranties and our liability is limited in the event of errors or interruptions.

You expressly understand and agree that, to the extent permitted by applicable laws, UBUX and its suppliers will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Service or these Terms and Conditions (however arising, including negligence).

You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, UBUX partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of (a) your breach of these Terms and Conditions or the documents it incorporates by reference or your violation of any law or the rights of a third party; or any aspect of the transaction between you and the seller, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to Federal and State consumer protection laws), or your breach of the Terms and Conditions.

You will be responsible for any breach of the Terms and Conditions by your affiliates, agents or subcontractors and will be liable as if it were your own breach.

Your use of the Services is at your sole risk. The Services are provided on an "as is" and "as available" basis without any warranty or condition, express, implied or statutory.

UBUX does not warrant that the Services will be uninterrupted, timely, secure, or error-free.

UBUX does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.

UBUX is not responsible for any of your tax obligations or liabilities related to the use of UBUX's Services.

UBUX does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

12. Termination

The term of these Terms of Service will begin on the date of your completed registration for use of a Service and continue until terminated by us or by you.

You may close your Account and terminate the Terms of Service at any time by requesting closure through the mobile app. Upon closing your account you will forfeit any Rewards Points in your available balance.

Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.

Upon termination of the Services by either party for any reason:

1. UBUX will cease providing you with the Services and you will no longer be able to access your Account;
2. Unless otherwise provided in the Terms of Service you will not be entitled to any refunds of Rewards Points.

Any outstanding balance owed to UBUX for your use of the Services through the effective date of such termination will immediately become due and payable in full.

13. Confidentiality

Both you and UBUX agree to use the Confidential Information of the other only to perform the obligations in these Terms of Service. Confidential Information must be protected and respected.

"Confidential Information" will include, but will not be limited to, any and all information associated with you and not publicly known, including names, addresses and other information regarding you, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. UBUX's Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.

Each party agrees to use the other party's Confidential Information solely as necessary for performing its obligations under these Terms of Service. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party's Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

14. General Conditions

The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and UBUX and govern your use of the Services and your Account, superseding any prior agreements between you and UBUX (including, but not limited to, any prior versions of the Terms of Service).

The failure of UBUX to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all Terms of Service and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service will remain in full force and effect.

Unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service will have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of these Terms.

These Terms of Service are governed by and construed in accordance with the laws of New South Wales, Australia. Any disputes arising out of or in connection with these Terms will be subject to the exclusive jurisdiction of the courts of New South Wales, Australia.

To the extent of any inconsistencies or conflicts between these English Terms of Service and UBUX's Terms of Service available in another language, the most current English version of the Terms of Service will prevail. Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by UBUX (acting in its sole discretion) or as required by applicable law.

If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.

1. Introduction

By registering as a merchant on UBUX you agree to these Merchant Terms of Service.

You are responsible for your Account, the Materials you upload to the UBUX Service and the operation of your UBUX Store. If you violate UBUX's Terms of Service we may cancel your service access. If we need to reach you, we will communicate via the Primary Email Address.

To access and use the Services, you must register for a UBUX account ("Account"). To complete your Account registration, you must provide us with your full legal name, business address, phone number, a valid email address, and any other information indicated as required. UBUX may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.

You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.

You confirm that you are receiving any Services provided by UBUX for the purposes of carrying on a business activity and not for any personal, household or family purpose.

You acknowledge that UBUX will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you ("Primary Email Address"). You must monitor the Primary Email Address you provide to UBUX and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with UBUX can only be authenticated if they come from your Primary Email Address.

You are responsible for keeping your password secure. UBUX cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. We may request additional security measures at any time and reserve the right to adjust these requirements at our discretion.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by UBUX.

2. Merchant Account Registration

Merchants must provide accurate business information including legal entity details and payment information.

Only one person can be the "Store Owner", usually the person signing up for the UBUX Service. The Store Owner is responsible for the Account, is bound by these Terms of Service and is responsible for the actions of others accessing the Account. If you sign up on behalf of your employer, your employer is the Store Owner responsible for your Account.

We automatically create accounts for you to accept payments via our payment provider Merchant Warrior.

The person signing up for the Service by opening an Account will be the contracting party ("Store Owner") for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Store Owner in connection with the Service. You are responsible for ensuring that the name of the Store is the legal name of the company that owns the Store, if applicable is clearly visible on the Store's listing within the UBUX mobile app.

Your UBUX Store can only be associated with one Store Owner. A Store Owner may have multiple UBUX Stores. You agree to use UBUX Checkout for your store. "Store" means the online store hosted by UBUX on the UBUX mobile app.

3. Merchant Responsibilities

UBUX has the right to control who we make our Services available to and we can modify them at any time. We also have the right to refuse or remove Materials from any part of the Services, including your Store. We may offer our services to your competitors, but we will never share your confidential information with them in doing so. In the event of an ownership dispute over a UBUX Account, we can freeze a UBUX Account or transfer it to the rightful owner, as determined by us.

It is in UBUX's sole discretion to refuse or remove any Materials from any part of the Services, including if we determine in our sole discretion that the goods or services that you offer through the Services, or the Materials uploaded or posted to the Services, or these Terms of Service.

Verbal or written abuse of any kind (including threats of abuse or retribution) of any UBUX employee, member, or officer will result in immediate Account termination.

We reserve the right to provide our Services to your competitors and make no promise of exclusivity.

In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, or confirmation of your status as an employee of an entity.

UBUX reserves the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful Store Owner. If we are unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and remedies, UBUX reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.

4. Store Operations

Merchants control their store offerings, pricing, and product availability.

You are responsible for your UBUX Store, the goods or services you sell, and your relationship with your customers, not us.

You acknowledge and agree to provide public-facing contact information, Terms of Service, a refund policy, on your UBUX Store. Public-facing contact information should include your business address, telephone number, and email address. You should maintain the store contact details using your mobile app.

You acknowledge and agree that the Services are not a marketplace, and any contract of sale made through the Services is directly and only between you and the customer. You are the seller or merchant of record for all sales through the Services. You are responsible for the creation and operation of your UBUX Store, your Materials, the goods and services that you may sell through the Services, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer's purchase, determining and collecting taxes, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale). You are responsible for your Store, your Materials (including any Materials you create using UBUX's services and tools), and the goods and services you sell through the Services. For the avoidance of doubt, UBUX is not the seller or merchant of record and has no responsibility for your Store, your Materials, the goods or services you may sell through the Services, or any aspect of the transaction between you and your customer(s).

You represent and warrant that you will comply with all applicable laws, rules, regulations, and rights of third parties in your use of any of the Service and your performance of obligations under the Terms of Service.

5. Payment and Fees

UBUX may process payments through integrated payment providers and transfer merchant proceeds after deducting applicable fees. All UBUX fees are exclusive of GST.

A valid payment method (such as a credit card or direct debit) must remain on file to pay all service fees, including the subscription, transaction and additional fees required for all stores.

You will be billed for your Subscription Fees every 30 days. Any Transaction Fees or Additional Fees will be charged to your payment method. If we are unable to process payment of Fees using your payment method, we may make subsequent attempts to process payment of Fees using your payment method. If payment of Fees is unsuccessful within 10 days of our initial attempt to process payment, UBUX may freeze your store. You are responsible for all taxes relating to your Store or use of the Services.

You will pay the fees applicable to your subscription and any other fees, including but not limited to applicable fees relating to the value of sales made through your Store.

You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. UBUX will charge applicable Fees to any valid payment method that you authorize ("Authorized Payment Method"), and UBUX will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full.

Subscription Fees are billed in 30 day intervals (each such date, a "Billing Date"). Transaction Fees and Additional Fees will be charged from time to time at UBUX's discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Store Owner via the Primary Email Address provided. Users have approximately 10 days to bring up and settle any issues with the billing of Subscription Fees.

If we are not able to process payment of Fees using an Authorized Payment Method, we may make subsequent attempts to process payment using any Authorized Payment Method. If we are unable to successfully process payment of Fees using an Authorized Payment Method within 10 days of our initial attempt, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees. You may not be able to access your Account or your storefront during any period of suspension. If the outstanding Fees remain unpaid for 30 days following the date of suspension, UBUX reserves the right to terminate your Account.

All Fees are exclusive Goods and Service fees.

You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of UBUX's products and services.

You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale on your UBUX Store or your use of the Services. Any sale made through the Services is directly between you and the customer.

You must maintain an accurate location for your UBUX Store and notify UBUX to update accurate store location details. If you change location you must promptly advise UBUX via email at info@ubux.app to update your location.

UBUX does not provide refunds and all refunds between buyers and sellers is the responsibility of the seller.

6. Rewards Program

UBUX may at any time, and at its sole discretion, without prior notice may modify reward programs, change the number of points required for reward or set rewards rules such as minimum UBUX offered.

Merchants using the UBUX platform may offer promotional rewards to buyers as incentives for purchasing goods or services. These rewards may include UBUX Rewards or Local Rewards offered by individual merchants.

Reward Points accrue only to registered account holders and may only be earned through eligible transactions conducted on the UBUX platform. Reward Points cannot be transferred, sold, assigned, exchanged for cash, or otherwise converted into money. Reward Points are not property, have no monetary value, and exist solely as promotional indicators used to determine eligibility for rewards offered by participating merchants.

Reward Points are used solely to determine when a buyer becomes eligible to redeem a reward offered by a participating merchant.

Merchants who offer UBUX Rewards or Local Rewards through the platform agree that they are solely responsible for honouring those rewards when validly redeemed by buyers. By offering rewards through the platform, merchants acknowledge and agree that such rewards create an obligation on the merchant to provide the applicable goods, services, or benefits associated with the reward.

Where UBUX facilitates the settlement, reconciliation, or clearing of rewards issued by merchants, merchants agree that any amounts owing in connection with UBUX rewards issued to buyers constitute a financial obligation owed by the merchant to UBUX.

Merchants further agree that:

1. UBUX rewards issued to buyers through the merchant's participation in the platform must be honoured by the merchant;
2. UBUX may reconcile, invoice, deduct, or otherwise recover amounts owed by merchants in connection with UBUX rewards issued; and
3. any unpaid UBUX reward obligations, reconciliation balances, or settlement amounts due to UBUX shall constitute a debt immediately due and payable to UBUX.
4. UBUX reserves the right to recover such amounts by: deducting funds from merchant pay-outs; invoicing the merchant directly; offsetting amounts against any funds held for the merchant; or pursuing recovery through lawful collection processes.

Failure by a merchant to honour rewards or to settle reconciliation balances may result in suspension or termination of the merchant's account and may give rise to additional recovery action by UBUX.

Merchants are solely responsible for defining reward offers and complying with all consumer protection laws.

UBUX is not responsible for the quality, availability, or fulfilment of any reward offered by a merchant.

UBUX reserves the right, at its discretion, to investigate and take action against merchants who fail to honour valid rewards.

Reward Points will not accrue while an account is suspended.

If a seller account is suspended or terminated due to violation of these Terms, any accumulated Reward Points or rewards may be forfeited.

Merchants acknowledge that when a buyer receives a refund, return, cancellation, or chargeback for a transaction that generated Reward Points, UBUX may reverse the associated Reward Points in accordance with the Buyer Terms.

Where Reward Points have already been redeemed or cannot be recovered from the buyer, UBUX may recover the equivalent value from the buyer and reconcile the applicable amount to you as part of the platform settlement process.

By participating in the UBUX platform, merchants agree that any UBUX rewards issued to buyers create a financial obligation on the merchant to honour the rewards or to reimburse UBUX if rewards are reversed and cannot be recovered from the buyer.

UBUX may deduct amounts owed from merchant pay-outs, invoice merchants directly, offset amounts against other funds held for the merchant, or pursue lawful recovery to satisfy any obligation arising from reversed rewards.

Merchants understand that failure to honour rewards or settle reconciliation amounts may result in suspension or termination of their account and additional recovery action by UBUX.

UBUX reserves the right to reverse any rewards that were granted based on refunded or reversed transactions.

Reward Points and rewards may not be transferred between accounts, may not be sold or traded, are not property and have no monetary value.

Reward Points exist solely as promotional loyalty indicators within the UBUX platform.

Except as provided in any law which cannot lawfully be excluded or modified by agreement we:

1. make no warranties or representations either express or implied and expressly disclaim any and all liabilities (including for consequential damages) with respect to type, quality, standard or fitness or suitability for any purpose of the rewards;
2. are not responsible for the loss, theft or destruction of rewards;
3. do not accept any liability with respect to any loss arising from the supply of a reward; and
4. in the event that we are liable for breach of any term implied by law, we limit that liability where we are entitled to so do to replacement or repair of the reward or payment of the cost of replacing or repairing the reward.

Any tax liability, stamp or other duty or other government charge or reporting requirement in connection with or on any benefit derived by you from the use of UBUX Services in receipt of a reward is your sole responsibility.

Any tax, duty, or government charge arising from a buyer's receipt or use of rewards is the sole responsibility of the buyer or merchant, as applicable.

If you have questions or disputes regarding rewards, please contact UBUX Support at info@ubux.app.

7. Feedback and Reviews

We welcome customer feedback but are under no obligation to ensure that ideas and suggestions regarding our Services or the services of third parties remain confidential and we can use the feedback in any way we want.

UBUX welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances will any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively, "Feedback") to UBUX be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to UBUX (whether submitted directly to UBUX or posted on any UBUX hosted forum or page), you waive any and all rights in the Feedback and that UBUX is free to implement and use the Feedback if desired, as provided by you or as modified by UBUX, without obtaining permission or license from you or from any third party. Any reviews of a Third Party Service or Third Party Provider that you submit to UBUX must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. UBUX reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.

8. Privacy

Personal information is handled in accordance with the UBUX Privacy Policy.

UBUX's use and collection of your personal information is governed by our Privacy Policy.

UBUX's use and collection of customer personal information is further governed by our Privacy Policy.

UBUX is firmly committed to protecting the privacy of your personal information and the personal information of your customers.

UBUX's collection, use, disclosure and processing of your personal information is governed by our Privacy Policy.

UBUX complies with applicable Payment Card Industry Data Security Standards ("PCI DSS") in its provision of the Services to you. Merchants grant UBUX the right to display their business name, logos, and product listings.

9. Intellectual Property

Anything you upload remains yours (if it was yours) and is your responsibility, but UBUX can use and publish the things you upload. Anything uploaded to UBUX remains the property and responsibility of its initial owner. However, UBUX will receive a license of materials published through our platform that we may use to operate and promote our Services.

We do not take ownership of the Materials that you provide to UBUX; however, we do require a license to your Materials. You hereby grant UBUX a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of your Materials. We may, for example, use our rights under this license to operate, provide, evaluate, enhance, improve, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. As part of providing the Services, UBUX may list, combine, feature, and promote your Materials, Store, and Your Trademarks in any channel operated by UBUX or UBUX partners. You represent, warrant, and agree that you have all necessary (a) rights in the Materials to grant this license, and (b) rights and consents to make available to UBUX to use or process any Materials or information collected from or about an individual associated with such Materials that is subject to protection under applicable data privacy laws or regulations.

You irrevocably waive any and all moral rights you may have in the Materials in favour of UBUX and agree that this waiver may be invoked by anyone who obtains rights in the materials through UBUX, including anyone to whom UBUX may transfer or grant (including by way of license or sublicense) any rights in the Materials.

If you owned the Materials before providing them to UBUX then, despite uploading them to your UBUX Store they remain yours, subject to any rights or licenses granted in the Terms of Service or elsewhere. You can remove your UBUX Store at any time by closing your Account. Removing your UBUX Store does not terminate any rights or licenses granted to the Materials that UBUX requires to exercise any rights or perform any obligations that arose during the Term.

You agree that UBUX can, at any time, review and delete any or all of the Materials submitted to the Services, although UBUX is not obligated to do so.

You grant UBUX a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your Store ("Your Trademarks") to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. This license will survive any termination of the Terms of Service solely to the extent that UBUX requires the license to exercise any rights or perform any obligations that arose during the Term.

You agree that you may not use any trademarks, logos, or service marks of UBUX, whether registered or unregistered, including but not limited to the word mark UBUX, unless you are authorized to do so by UBUX in writing. You agree not to use or adopt any marks that may be considered confusing with the UBUX Trademarks. You agree that any variations or misspellings of the UBUX Trademarks would be considered confusing with the UBUX Trademarks.

You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include UBUX or UBUX Trademarks or that use or include any terms that may be confusing with the UBUX Trademarks.

You acknowledge and agree that the Terms of Service do not give you any right to implement UBUX patents.

10. Confidentiality

Both you and UBUX agree to use the Confidential Information of the other only to perform the obligations in these Terms of Service. Confidential Information must be protected and respected.

"Confidential Information" will include, but will not be limited to, any and all information associated with a party's business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. UBUX's Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.

Each party agrees to use the other party's Confidential Information solely as necessary for performing its obligations under these Terms of Service. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party's obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party's Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

11. Limitations and Liability

We are not responsible for damages or lawsuits that arise if you break the law, breach this agreement or go against the rights of a third party. The Service is provided on an "as is" and "as available" basis. We provide no warranties and our liability is limited in the event of errors or interruptions.

You expressly understand and agree that, to the extent permitted by applicable laws, UBUX and its suppliers will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Service or these Terms of Service (however arising, including negligence).

You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, UBUX partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of (a) your breach of these Terms of Service or the documents it incorporates by reference or your violation of any law or the rights of a third party; or any aspect of the transaction between you and your Customer, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to Federal and State consumer protection laws), or your breach of the Terms of Service.

You will be responsible for any breach of the Terms of Service by your affiliates, agents or subcontractors and will be liable as if it were your own breach.

Your use of the Services is at your sole risk. The Services are provided on an "as is" and "as available" basis without any warranty or condition, express, implied or statutory.

UBUX does not warrant that the Services will be uninterrupted, timely, secure, or error-free.

UBUX does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.

UBUX is not responsible for any of your tax obligations or liabilities related to the use of UBUX's Services.

UBUX does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

12. Termination

The term of these Terms of Service will begin on the date of your completed registration for use of a Service and continue until terminated by us or by you.

You may close your Account and terminate the Terms of Service at any time by requesting closure through the mobile app and then follow instructions indicated to you in UBUX's response.

Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.

Upon termination of the Services by either party for any reason:

1. UBUX will cease providing you with the Services and you will no longer be able to access your Account;
2. Unless otherwise provided in the Terms of Service you will not be entitled to any refunds of any Fees, pro rata or otherwise;
3. Any outstanding balance owed to UBUX for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
4. Your UBUX Store will be taken offline.

If there are any outstanding Fees owed by you at the date of termination of the Service, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

13. General Conditions

The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and UBUX and govern your use of the Services and your Account, superseding any prior agreements between you and UBUX (including, but not limited to, any prior versions of the Terms of Service).

The failure of UBUX to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all Terms of Service and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service will remain in full force and effect.

Unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service will have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of these Terms.

These Terms of Service are governed by and construed in accordance with the laws of New South Wales, Australia. Any disputes arising out of or in connection with these Terms will be subject to the exclusive jurisdiction of the courts of New South Wales, Australia.

To the extent of any inconsistencies or conflicts between these English Terms of Service and UBUX's Terms of Service available in another language, the most current English version of the Terms of Service will prevail. Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by UBUX (acting in its sole discretion) or as required by applicable law.

If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.

On termination, all related rights and obligations under the Terms of Service immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination; including Payment of Fees and Taxes, Confidentiality, Limitation of Liability and Indemnification, Your Materials, Feedback and Reviews, Privacy and Data Protection, and General Conditions will survive the termination or expiration of these Terms of Service.