StickyFeet Loyalty

1. ➙ About SaleGrabber:

SaleGrabber is a software solution provided by IQ Gecko that enables merchants to connect loyalty, rewards, customer engagement and transaction-data functionality to supported point-of-sale (“POS”) systems.

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SaleGrabber is designed to operate with supported POS platforms without requiring the Merchant to replace its existing POS system.

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Depending on the version and services activated, SaleGrabber may provide functionality including:

• transaction capture;

• customer/member identification;

• loyalty points and rewards;

• rewards redemption;

• customer and transaction look-up;

• promotional offers;

• marketing and customer engagement;

• loyalty program administration;

• reporting and analytics;

• integration with other IQ Gecko services; and

• integration with third-party platforms and services.

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Not all functionality is available with every SaleGrabber version, POS system, country, subscription or configuration.

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2. ➙ Licence to Use SaleGrabber:

Subject to this EULA and payment of any applicable Charges, IQ Gecko grants the Merchant a limited, non-exclusive, non-transferable and revocable licence to use SaleGrabber for the Merchant’s internal business purposes during the applicable subscription or licence term (“Term”).

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The licence does not transfer ownership of SaleGrabber or any underlying software, technology or intellectual property to the Merchant.

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The Merchant may only use SaleGrabber in accordance with:

• this EULA;

• any applicable subscription or commercial agreement;

• applicable laws and regulations;

• the requirements of the relevant POS or third-party platform; and

• any reasonable instructions provided by IQ Gecko.

3. ➙ SaleGrabber Products:

SaleGrabber may be made available in different versions or configurations, including:

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3.1 SaleGrabber for Microsoft

A Windows-based version designed to operate with supported PC-based POS systems.

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3.2 SaleGrabber for Android

An Android-based version designed to operate with supported Android POS systems and devices.

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3.3 SaleGrabber for Clover

A version designed to operate with supported Clover POS systems and services.

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The Clover application may be available for download or installation without an application download fee. Activation and use of loyalty functionality may nevertheless require a separate loyalty licence or subscription.

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3.4 SaleGrabber for Uniwell

A version designed to operate with supported Uniwell POS systems, configurations and environments.

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Availability of particular features may depend on the relevant Uniwell hardware, software version, integration and configuration.

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3.5 Future Versions

IQ Gecko may make SaleGrabber available on additional operating systems, POS platforms, devices, marketplaces and/or technology environments.

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Such versions may be subject to additional technical requirements or product-specific terms.

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4. ➙ Licensing and Subscriptions:

SaleGrabber and associated functionality may require an ongoing licence, subscription or other applicable Charge

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The applicable Charges, Term, services and commercial conditions may be specified in a separate agreement, order, subscription or other commercial arrangement between IQ Gecko and the Merchant.

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This EULA does not specify or limit those Charges.

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Certain optional services may require separate activation or subscription, including:

• loyalty program functionality;

• member or communal loyalty applications;

• merchant-branded mobile applications;

• automated marketing;

• SMS or other communication services;

• gift cards;

• e-commerce functionality;

• additional integrations;

• payment related services; and

• other IQ Gecko products or services
 

5. ➙ Merchant Responsibilities:

The Merchant is responsible for:

• ensuring that its use of SaleGrabber complies with applicable laws and regulations in each jurisdiction in which it operates;

• maintaining appropriate POS hardware, software and connectivity;

• ensuring that supported POS systems are correctly configured;

• providing accurate information to IQ Gecko where required;

• obtaining all required customer consents, permissions and authorisations;

• establishing and communicating the terms of its loyalty or rewards program;

• ensuring that rewards and promotional offers are lawful and accurately described;

• maintaining the confidentiality of login credentials and access credentials;

• ensuring that only authorised users access SaleGrabber;

• ensuring that its employees, contractors and representatives comply with this EULA;

• maintaining appropriate security controls for its own systems and devices; and

• promptly notifying IQ Gecko of suspected unauthorised access or security incidents.

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The Merchant remains responsible for the operation and configuration of its POS environment.
 

6. ➙ Authorised Users:

The Merchant may permit its employees, contractors and authorised representatives to access and use SaleGrabber solely for the Merchant’s authorised business purposes.

The Merchant is responsible for:

• all activity undertaken using its accounts or credentials;

• ensuring that authorised users comply with this EULA; and

• immediately notifying IQ Gecko if it becomes aware of unauthorised access.

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The Merchant must not share credentials where individual credentials are provided.

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7. ➙ Merchant Data:

For the purposes of this EULA, “Merchant Data” means information, data, content and records submitted to, generated through or otherwise made available to IQ Gecko by or on behalf of the Merchant in connection with its use of SaleGrabber.

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Merchant Data may include transaction data, product information, customer/member information, loyalty activity, store information and other information generated through the Merchant's use of the Platform.

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As between the Merchant and IQ Gecko, the Merchant retains its rights in Merchant Data, subject to the rights granted to IQ Gecko under this EULA.

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The Merchant grants IQ Gecko a non-exclusive, worldwide, royalty-free licence to host, reproduce, process, transmit, modify where technically necessary, analyse and otherwise use Merchant Data to:

• provide SaleGrabber and associated services;

• operate, maintain and secure the Platform;

• provide support;

• prevent fraud, misuse and security incidents;

• troubleshoot and improve the services;

• develop and improve IQ Gecko products and technology; and

• comply with applicable legal obligations.

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IQ Gecko may also use information derived from the Platform in an aggregated or de-identified form for analytics, benchmarking, reporting, research, product development and business purposes, provided that such information does not reasonably identify the Merchant or an individual.

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The Merchant warrants that it has all rights, permissions and lawful bases necessary to provide Merchant Data to IQ Gecko and authorise IQ Gecko to process it as contemplated by this EULA.

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8. ➙ Transaction Data:

Where enabled and supported, SaleGrabber may capture transaction information from the Merchant's POS environment.

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Depending on the integration and configuration, this may include:

• transaction date and time;

• transaction value;

• products or services purchased;

• quantities;

• discounts;

• store or location;

• customer/member identifier; and

• other transaction information made available by the applicable POS system.

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IQ Gecko may process transaction information to provide SaleGrabber and associated services.

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The Merchant acknowledges that the availability, accuracy and completeness of transaction information may depend on the applicable POS system, hardware, software, integration and network environment.

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9. ➙ Customer Data and Privacy:

The Merchant is responsible for ensuring that it has all necessary rights, permissions, notices, consents and other lawful bases required to collect, use and provide customer information to IQ Gecko.

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The Merchant is responsible for determining the appropriate privacy notices and consents applicable to its customers and loyalty program.

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IQ Gecko's handling of personal information is described in the IQ Gecko Privacy Policy.

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The Merchant should ensure that its use of SaleGrabber is consistent with its own privacy obligations and applicable privacy and data-protection laws.

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Where required by applicable law, the parties will cooperate in relation to reasonable requests concerning personal information processed through SaleGrabber.

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10. ➙ Data Security:

IQ Gecko maintains security measures designed to protect information processed through its Platform.

Further information about IQ Gecko's approach to data security is available in the IQ Gecko Data Security information.

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The Merchant is responsible for maintaining the security of its own systems, devices, POS environment, user accounts and credentials.

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No system can be guaranteed to be completely secure, and the Merchant acknowledges that security risks may arise from third-party networks, systems and services outside IQ Gecko's reasonable control.

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11. ➙ Data Export and Retention:

Following termination or expiry of the applicable Term, the Merchant may request an export of its Merchant Data held within the Platform.

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Subject to applicable law, technical limitations and any applicable Charges for specialised data extraction services, IQ Gecko will make Merchant Data reasonably available for export for 30 days following termination or expiry.

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After that period, IQ Gecko may delete, anonymise or otherwise dispose of Merchant Data, except where:

• retention is required by law;

• retention is reasonably necessary to resolve a dispute;

• retention is required for legitimate security or fraud-prevention purposes; or

• the information has been incorporated into aggregated or de-identified data.

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The Merchant is responsible for maintaining its own copies of information it requires following termination.

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12. ➙ Loyalty and Rewards:

Where loyalty functionality is enabled, SaleGrabber may calculate, record or facilitate:

• loyalty points;

• rewards;

• customer/member status;

• promotional offers;

• bonus points;

• product-specific points;

• reward redemption; and

• other loyalty activity.

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The Merchant is responsible for determining the rules, eligibility requirements, rewards, expiry periods and other conditions applicable to its loyalty program.

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The Merchant is also responsible for ensuring that its loyalty program terms are clearly communicated to customers and comply with applicable laws.

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IQ Gecko provides the technology used to administer or facilitate the loyalty program but does not determine the commercial terms of the Merchant's loyalty program unless expressly agreed otherwise.

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13. ➙ Marketing Communications:

Where marketing functionality is enabled, the Merchant may use SaleGrabber and associated IQ Gecko services to communicate with customers.

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The Merchant is responsible for ensuring that all marketing communications:

• are lawful;

• are appropriately authorised;

• comply with applicable spam, privacy, telecommunications and marketing laws;

• are sent only where the Merchant has the required consent or other lawful basis;

• contain any required identification or unsubscribe functionality;

• comply with applicable frequency or communication restrictions; and

• are consistent with the Merchant's published terms and privacy notices.

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IQ Gecko may provide technical tools to facilitate marketing communications but does not assume responsibility for the Merchant's marketing content, targeting decisions or legal compliance.

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14. ➙ SMS, Email, Push and Third-Party Communications:

Where SaleGrabber or an associated IQ Gecko service provides SMS, email, push notification or other electronic communication functionality, delivery may depend upon third-party telecommunications networks, carriers, email providers, app platforms and other service providers.

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IQ Gecko does not guarantee that every communication will be delivered, delivered immediately or received by the intended recipient.

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Messages may be delayed, filtered, blocked or otherwise affected by third-party providers.

The Merchant is responsible for:

• the content of its communications;

• recipient lists;

• customer consent and lawful authority;

• unsubscribe and opt-out requirements;

• compliance with applicable local laws; and

• any usage limits or reasonable restrictions applicable to the service.

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Third-party messaging or telecommunications Charges may apply where specified in the applicable commercial arrangement.

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15. ➙ Intellectual Property:

All intellectual property rights in SaleGrabber, the IQ Gecko Platform, software, technology, interfaces, documentation, processes and related materials remain the property of IQ Gecko or its applicable licensors.

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Except for the limited licence expressly granted under this EULA, no rights in that intellectual property are transferred to the Merchant.

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The Merchant must not:

• copy SaleGrabber except as reasonably required for authorised use;

• reverse engineer, decompile or disassemble the software except where expressly permitted by law;

• modify or create derivative works of SaleGrabber;

• attempt to access source code;

• resell or sublicense SaleGrabber without written authorisation;

• remove proprietary notices; or

• use SaleGrabber to develop or operate a competing product.

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16. ➙ Merchant Content and Feedback:

The Merchant retains ownership of content it supplies to IQ Gecko.

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The Merchant grants IQ Gecko the rights reasonably necessary to host, process, display and use that content to provide the services.

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If the Merchant provides suggestions, ideas, recommendations or other feedback concerning SaleGrabber, IQ Gecko may use that feedback without restriction or obligation to the Merchant.

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17. ➙ Restrictions on Use:

The Merchant retains ownership of content it supplies to IQ Gecko.

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The Merchant grants IQ Gecko the rights reasonably necessary to host, process, display and use that content to provide the services.

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If the Merchant provides suggestions, ideas, recommendations or other feedback concerning SaleGrabber, IQ Gecko may use that feedback without restriction or obligation to the Merchant.

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18. ➙ Fair and Reasonable Use:

The Merchant must use SaleGrabber in a manner consistent with its intended purpose and any reasonable usage limits communicated by IQ Gecko.

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IQ Gecko may impose reasonable usage limits where a Merchant's use:

• materially exceeds normal or intended usage;

• places unreasonable load on the Platform;

• creates disproportionate third-party costs;

• adversely affects other customers; or

• presents a material security or operational risk.

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Where reasonably practicable, IQ Gecko will notify the Merchant before imposing such limits and will work with the Merchant to identify an appropriate solution.

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Specific usage limits may apply to services such as SMS, APIs, storage, integrations or other third-party services.

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19. ➙ Third-Party Platforms:

SaleGrabber may interact with or depend upon third-party platforms, including POS systems, operating systems, payment platforms, app stores, telecommunications services and other technology providers.

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The Merchant acknowledges that third-party platforms are outside IQ Gecko's control.

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IQ Gecko is not responsible for changes, outages, restrictions, incompatibilities or failures caused by third-party platforms.

This includes, without limitation:

• Clover;

• Microsoft;

• Android;

• Uniwell;

• third-party POS systems;

• payment providers;

• telecommunications providers;

• internet service providers; and

• app stores.

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Where a third-party platform changes its technology, API, operating environment or requirements, IQ Gecko may need to modify SaleGrabber or associated services.

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20. ➙ Availability:

20.1 Availability Commitment

IQ Gecko shall use all reasonable endeavours to ensure that the IQ Gecko-hosted platform supporting SaleGrabber (“Platform”) is available 99% of the time during each calendar month.

Availability applies to Platform components and functionality hosted or controlled by IQ Gecko and does not constitute a guarantee that every Merchant environment, POS system, device, integration or third-party service will operate continuously.

20.2 Measurement of Availability

Monthly Platform availability will generally be calculated as: Available time ÷ total time in the applicable calendar month × 100 where applicable, Excluded Downtime will be excluded from the calculation.

20.3 Excluded Downtime

Downtime will not include periods resulting from:

• scheduled maintenance;

• emergency maintenance;

• maintenance for which reasonable notice has been provided;

• failures or outages of the Merchant's POS system, hardware or software;

• failures of the Merchant's internet or telecommunications services;

• failures or outages of third-party platforms or services;

• Clover, Microsoft, Android, Uniwell or other third-party platform failures or changes;

• incorrect Merchant configuration;

• Merchant equipment or software;

• unauthorised use or interference with the Platform;

• cyber attacks or security incidents where IQ Gecko has taken reasonable measures appropriate to the circumstances;

• circumstances beyond IQ Gecko's reasonable control; or

• other circumstances where the Platform cannot reasonably be made available due to causes outside IQ Gecko's control.

20.4 Service Credits

If, during a calendar month entirely within the Term, the Platform fails to meet the 99% availability commitment, IQ Gecko may, at its discretion, issue a service credit calculated in accordance with clause 20.5.

Any service credit will be deducted from future Charges payable by the Merchant.

Service credits are intended to provide the Merchant with the applicable remedy for a failure to meet the availability commitment.

20.5 Service Credit Calculation

Where IQ Gecko elects to provide a service credit, the credit will be calculated as follows: 

Platform Monthly Fee Portion × Percentage of Platform Affected × Downtime ÷ 30 days

For this purpose:

Platform Monthly Fee Portion means the monthly fee attributable to the affected Platform component or functionality.

Percentage of Platform Affected means the estimated percentage of the applicable Platform functionality that was unavailable during the relevant period.

Downtime means the total period of qualifying Platform unavailability, expressed in days or fractions of a day.

30 days is used as the standard monthly calculation period.

Where no separate fee is identifiable for the affected functionality, IQ Gecko may reasonably allocate a portion of the applicable monthly subscription fee to the affected functionality for the purpose of calculating the service credit.

IQ Gecko will reasonably determine the affected Platform functionality and applicable percentage based on its monitoring, incident records and other reasonably available technical information.

20.6 Example

For illustration only, if:

• the monthly fee attributable to the affected Platform component is $1,000;

• 40% of that component is affected; and

• qualifying downtime is six hours (0.25 days),

• the service credit would be: $1,000 × 40% × 0.25 ÷ 30 = $3.33

20.7 Credit Limit

The total service credits issued for a calendar month will not exceed 100% of the monthly fee attributable to the affected Platform component or functionality.

Service credits:

• are not refundable for cash;

• are not transferable;

• do not accrue interest; and

• will be applied against future Charges.

Except where prohibited by applicable law, service credits under this clause constitute the Merchant's sole and exclusive remedy for failure to meet the availability commitment.

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21. ➙ Updates and Changes:

IQ Gecko may update, modify or improve SaleGrabber from time to time.

Updates may include:

• bug fixes;

• security improvements;

• compatibility updates;

• functionality changes;

• performance improvements; and

• changes required by third-party platforms.

IQ Gecko may modify or discontinue particular functionality where reasonably necessary, including where required by a third-party platform or technology provider.

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22. ➙ Support:

IQ Gecko will provide support in accordance with the applicable commercial arrangement or subscription.

Support may be provided through email, telephone, online support or other channels made available by IQ Gecko.

Support does not include resolving issues caused by the Merchant's hardware, network, POS configuration, third-party services or unauthorised modifications.

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23. ➙ Charges, Payment and Suspension:

The Merchant must pay all applicable Charges in accordance with the applicable commercial agreement, subscription or invoice.

If applicable Charges remain unpaid after their due date, IQ Gecko may, following reasonable notice where practicable:

• suspend some or all access to SaleGrabber;

• suspend particular services;

• restrict access to optional functionality; or

• terminate the applicable subscription or licence.

Suspension does not waive the Merchant's obligation to pay Charges that have accrued or become payable.

IQ Gecko may restore suspended services once outstanding amounts and any applicable reactivation requirements have been satisfied.

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24. ➙ Suspension:

IQ Gecko may suspend access to SaleGrabber where reasonably necessary to:

• protect the Platform;

• address a security threat;

• prevent unlawful activity;

• address a material breach of this EULA;

• prevent misuse;

• comply with applicable law;

• address non-payment of applicable Charges; or

• protect IQ Gecko, its customers or third parties from material harm.

Where reasonably practicable, IQ Gecko will provide notice before suspension.

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25. ➙ Termination:

The Merchant's licence to use SaleGrabber will terminate when the applicable Term expires or the relevant subscription or commercial agreement is terminated.

IQ Gecko may terminate the licence where the Merchant:

• materially breaches this EULA;

• uses SaleGrabber unlawfully;

• fails to pay applicable Charges;

• engages in conduct that materially threatens the security or operation of the Platform;

• becomes insolvent or subject to similar proceedings; or

• materially breaches the requirements of a relevant third-party platform.

The Merchant may terminate its use of SaleGrabber in accordance with the applicable commercial agreement or subscription terms.

Upon termination, the Merchant must cease using SaleGrabber.

Termination does not affect rights or obligations that accrued before termination.

The provisions that by their nature are intended to survive termination will continue, including provisions relating to intellectual property, confidentiality, data, liability, indemnities and accrued payment obligations.

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26. ➙ Force Majeure:

Neither party will be liable for delay or failure to perform its obligations to the extent caused by circumstances beyond its reasonable control..

Such circumstances may include:

• natural disasters;

• fire or flood;

• severe weather;

• power failures;

• internet or telecommunications outages;

• third-party infrastructure failures;

• cyber attacks;

• government action or regulation;

• war or civil unrest;

• industrial disputes;

• epidemics or pandemics;

• supply-chain disruption; and

• failures of third-party technology, suppliers or service providers.

The affected party will use reasonable endeavours to mitigate the effect of the circumstances and resume performance as soon as reasonably practicable.

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27. ➙ Warranties:

IQ Gecko warrants that it will provide the Platform and SaleGrabber services with reasonable care and skill.

Except as expressly stated in this EULA, IQ Gecko does not warrant that:

SaleGrabber will be uninterrupted or error-free;

• every POS system or configuration will be compatible;

• every transaction will be captured;

• every transaction detail supplied by a POS system will be complete or accurate;

• SaleGrabber will operate with every future version of a third-party platform;

• every feature will remain available indefinitely;

• third-party platforms will remain available or compatible;

• communications will always be delivered; or

• the Platform will be completely free from defects or interruptions.

Nothing in this EULA excludes, restricts or modifies any guarantee, warranty, condition or right that cannot lawfully be excluded, restricted or modified under applicable law.

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28. ➙ Intellectual Property Indemnity:

Subject to this clause and to the maximum extent permitted by applicable law, IQ Gecko will indemnify the Merchant against a third-party claim alleging that the unmodified SaleGrabber software, as supplied by IQ Gecko and used in accordance with this EULA, directly infringes that third party's intellectual property rights.

This indemnity does not apply to a claim arising from:

• Merchant Data or Merchant content;

• modifications made by or for the Merchant;

• combination of SaleGrabber with products, software or services not supplied or approved by IQ Gecko;

• use of SaleGrabber contrary to this EULA or IQ Gecko's instructions;

• continued use of an affected component after IQ Gecko has provided a reasonable alternative;

• a third-party platform or technology; or

• intellectual property rights that arise from the Merchant's specific requirements or instructions.

If a claim arises, IQ Gecko may, at its option:

1. obtain the right for the Merchant to continue using the affected functionality;

2. modify or replace the affected functionality with substantially equivalent functionality; or

3. terminate the affected functionality and provide any applicable refund of prepaid Charges for the unused portion of that functionality.

The Merchant must promptly notify IQ Gecko of any claim, provide reasonable cooperation and allow IQ Gecko reasonable control of the defence and settlement.

The Merchant must not admit liability or settle an indemnified claim without IQ Gecko's prior written consent.

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29. ➙ Merchant indemnity:

To the maximum extent permitted by law, the Merchant indemnifies IQ Gecko and its officers, employees, contractors and service providers against claims, losses, liabilities, costs and expenses arising from:

• the Merchant's breach of this EULA;

• unlawful use of SaleGrabber;

• misuse of customer information;

• failure to obtain required customer consents or permissions;

• the Merchant's loyalty program terms or rewards;

• the Merchant's marketing activities or communications;

• content supplied by the Merchant;

• infringement of a third party's intellectual property rights caused by materials supplied by the Merchant;

• the Merchant's breach of applicable privacy, marketing, consumer or telecommunications laws; or

• use of SaleGrabber by the Merchant or its authorised users in breach of this EULA.

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The indemnity does not apply to the extent that the relevant loss was caused by IQ Gecko's negligence, wilful misconduct or breach of this EULA.

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30. ➙ Liability:

30.1 Excluded Loss

To the maximum extent permitted by law, IQ Gecko will not be liable for any indirect, incidental, special or consequential loss, including loss of:

• profits;

• revenue;

• business;

• anticipated savings;

• goodwill;

• opportunity;

• data; or

• business interruption,

arising from or relating to SaleGrabber or this EULA.

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30.2 Third-Party and Merchant Environment

To the maximum extent permitted by law, IQ Gecko is not liable for losses arising from:

• POS system failure;

• POS hardware failure;

• Merchant hardware or software;

• internet or telecommunications failure;

• third-party platform failure;

• Clover, Microsoft, Android or Uniwell platform changes or outages;

• payment provider failure;

• app-store restrictions;

• third-party services;

• incorrect Merchant configuration;

• unauthorised use; or

• circumstances outside IQ Gecko's reasonable control.

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30.3 Transaction Capture

The Merchant acknowledges that transaction capture depends upon the relevant POS system, integration, hardware, software and connectivity.

IQ Gecko does not guarantee that every transaction or transaction line item will be captured in every circumstance.

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30.4 Liability Cap

To the maximum extent permitted by law, IQ Gecko's total aggregate liability arising out of or in connection with SaleGrabber, the Platform or this EULA will not exceed the total Charges paid or payable by the Merchant for the affected services during the 12 months immediately preceding the event giving rise to the claim.

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30.5 Non-Excludable Liability

Nothing in this EULA excludes, restricts or limits liability to the extent that such exclusion, restriction or limitation is prohibited by applicable law.

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30.6 Availability Claims

Where the claim relates solely to failure to meet the Platform availability commitment, the service-credit mechanism in clause 20 is the Merchant's sole remedy, except to the extent otherwise required by applicable law.

The Merchant may not recover twice for the same loss or event.

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31. ➙ Confidentiality:

Each party must keep confidential information received from the other party confidential and must not disclose it except:

• to its employees, contractors or professional advisers who need to know;

• where required by law;

• where reasonably necessary to provide or receive the services; or

• with the other party's consent.

This obligation does not apply to information that is publicly available other than through a breach of confidentiality or was lawfully known to the receiving party before disclosure.

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32. ➙ No Reliance:

The Merchant acknowledges that it has entered into this EULA based on the terms contained in this EULA and any applicable commercial agreement.

To the maximum extent permitted by law, the Merchant does not rely upon any representation, statement, promise or assurance concerning SaleGrabber that is not expressly included in those agreements.

Nothing in this clause excludes liability for fraud or any other liability that cannot lawfully be excluded.

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33. ➙ Assignment:

The Merchant may not assign, transfer, novate or otherwise deal with its rights or obligations under this EULA without IQ Gecko's prior written consent.

IQ Gecko may assign, transfer or novate this EULA:

• as part of a merger, restructure or corporate reorganisation;

• in connection with a sale of its business or relevant assets;

• to an entity within its corporate group; or

• to another provider acquiring the relevant SaleGrabber business,

provided that the assignment does not materially reduce the Merchant's rights under this EULA.​​​

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