Zeller POS Terms of Service

1. These are the Terms and Conditions (Terms) on which Zeller (also referred to as we, our or us) permits users (referred to as you or your) to download, install, access and use the Zeller POS app (Zeller POS) in order to:

   1. access and use Zeller POS:

      1. in connection with your permitted receipt and use of Zeller services pursuant to a separate agreement you have entered into with Zeller under the Zeller Terms of Service; or

      2. otherwise in connection with your business offering goods or services (not including Zeller POS) to consumers;

   2. view and interact with any content, information, communications, advice, text or other material provided by us (Zeller Content) or any User Content (as defined in clause 4); and

   3. create or upload User Content to Zeller POS and communicate with us.

2. You agree to be bound by these Terms when you use, browse or access any part of Zeller POS.

3. Zeller may from time to time review and update these Terms including to take account of new laws, regulations, products or technology. Your use of Zeller POS will be governed by the most recent Terms posted on our website or made

   available through Zeller POS. By continuing to use Zeller POS, you agree to be bound by the most recent Terms. It is your responsibility to check our website or Zeller POS regularly for updated versions of the Terms.

1. Subject to, and in accordance with these Terms, we grant you a non-exclusive, royalty free, revocable and non-transferrable licence (without a right to sub-licence) to download, install and use Zeller POS on your devices in machine executable object code form (Licence).

2. If you download Zeller POS through the Apple App Store, and/or

   the Google Play Market:

   1. in addition to the terms set out here, your use of Zeller POS is also subject to Apple's End User License Agreement currently available at

      https://www.apple.com/legal/internet-services/itunes/dev/stdeula/, or Google Play's Terms of Service currently available at

      https://play.google.com/intl/en_au/about/play-terms.html

   2. these Terms are an End User Licence Agreement (EULA) for the

      purposes of the terms and conditions of any store where you have

      purchased or downloaded Zeller POS; and

   3. if you have obtained Zeller POS via Apple's App Store, you acknowledge and agree that:

      1. these Terms are concluded between you and us, and not Apple, Inc. (Apple);

      2. we, and not Apple, are solely responsible for Zeller POS;

      3. the Licence granted to you under clause 2.1(a) is subject to Apple's Usage Rules set out in the App Store Terms and Conditions set out at http://www.apple.com/legal/internet-

         services/itunes/au/terms.html#APPS (or such other URL as Apple may make those terms and conditions available);

      4. Apple has no responsibility whatsoever to furnish any maintenance and support services with respect to Zeller POS;

      5. in the event of any failure of Zeller POS to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price you paid for Zeller POS;

      6. to the maximum extent permitted by applicable Law, Apple will have no other warranty obligation whatsoever with respect to Zeller POS;

      7. Apple is not responsible for any claims that you have arising out of your use of Zeller POS;

      8. Apple will have no responsibility whatsoever for the investigation, defense, settlement or discharge of any third-party claim that Zeller POS infringes that third party’s intellectual property rights; and

      9. Apple and its subsidiaries are third party beneficiaries of these Terms and, upon your acceptance of the Terms, Apple will have

         the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary.

   4. You represent and warrant that:

      1. you are not located in a country that is subject to a US Government embargo, or that has been designated by the US Government as a "terrorist supporting" country; and

      2. you are not listed on any US Government list of prohibited or restricted parties.

   5. We reserve the right to suspend, terminate or otherwise deal with your Licence or any user account at any time.

1. In order to access the features and functionality of Zeller POS you will have to register for and obtain a user account by providing all of the

   information required at registration.

2. When creating your account, you warrant that you are of legal age to form a binding contract with Zeller and have the necessary capacity to enter into a binding contract, and that all information you have provided is true, accurate and complete. You must provide an email address that you own or control.

3. As part of the registration process you must create an account, user name and password.

4. You will be fully responsible for all acts and omissions of any person using your password and account, as if they were your own acts and omissions. You agree that you will not share, disclose, or permit disclosure of, your password, let anyone else access your account or do anything that would risk the security of your account. We will not in any event be liable for any loss, damage, claims, costs or expenses arising out of the use or misuse of your password and

   account, and you will indemnify us against all loss, damage, claims, costs or demands in this regard, except to the extent caused by our gross negligence or willful misconduct.

5. You must notify us immediately if you become aware of any unauthorised access or use of your account or password.

6. You agree that if we disable or terminate your account for any reason, you will not create another one without our permission, whether through the use of your own personal details or the details of any other person (real or fictitious).

7. We retain the right to refuse registration of any account, at our sole discretion.

1. When you use Zeller POS, you may upload pictures, photographs, graphics, information, comment, content, communication, text or other material to Zeller POS (User Content).

2. Any User Content you upload to Zeller POS can be used by us in accordance with the licence terms set out in clause 4.1(d).

3. You agree to be solely responsible for any User Content you upload to Zeller POS.

4. You retain all intellectual property rights in the User Content you upload to Zeller POS. By uploading the User Content, you grant us a perpetual, non-exclusive, royalty free, irrevocable, transferable and worldwide licence (including the right to sub-license) to use, adapt, copy, communicate, reproduce, modify, display, exploit, publish, re-distribute, broadcast, transmit, create derivative works from and incorporate in other works, the User Content, at any time in the future in any form, for the purpose of providing Zeller POS (and our other Zeller services, if you have separately obtained other Zeller services from us) to you as contemplated by these Terms.

5. You consent to your User Content being altered, edited or adapted by us for any reason including to ensure your User Content does not infringe these Terms. To the extent that you have any moral rights (pursuant to the Copyright Act 1968 (Cth)) in the User Content, by agreeing to these Terms, you provide an irrevocable and unconditional consent in favour of us, our successors, assignees, licensees and any other person authorised by any of them to use, modify or deal with your User Content (whether or not currently in existence) to:

   1. perform, exhibit, reproduce, adapt and communicate any part of your User Content in any medium and anywhere in the world without attributing you or any other person as an author of or contributor to that User Content;

   2. do any act or omission that would constitute a derogatory treatment of your User Content;

   3. make any use of your User Content that may falsely attribute authorship of the User Content to another person;

   4. delete, adapt or change any of your User Content in any way, including by addition to or subtraction from your User Content; or

   5. combine or juxtapose your User Content with anything else, in order to exercise our rights granted under the licence in clause 4.1(d).

6. Where the User Content uploaded by you to Zeller POS contains material from third parties, you warrant that you have obtained the moral rights consents described in clause 4.1(e) from such third parties.

7. We may access or examine any User Content and at our discretion monitor, move, remove, block, modify, edit, refuse to upload or disable access to User Content which we consider, in our sole discretion, to breach any law or these Terms or to be otherwise unacceptable.

8. You acknowledge that we:

   1. have no responsibility or liability for the deletion or failure to store any User Content uploaded by you or any other user on Zeller POS, and that it is solely your responsibility to back up your data and User Content stored on Zeller POS at appropriate regular intervals; and

   2. are not responsible for any User Content uploaded to Zeller POS by you or any user nor under any obligation to monitor, move, remove, block, modify, edit, refuse to upload or disable access to it.

9. You represent and warrant that:

   1. you own the User Content or have the necessary licences, rights, consents and permissions to publish the User Content you upload on Zeller POS;

   2. you have the right and power to grant the licence contained in clause 4.1(d) to us;

   3. the User Content uploaded by you will not infringe the intellectual property rights of any third party;

   4. you will not upload User Content that will cause you to breach these Terms, in particular clause 6; and

   5. any User Content you upload to Zeller POS will not violate these Terms.

10. You acknowledge and agree that we are under no obligation to take legal action in relation to commencing, defending, enforcing, settling or compromising (as appropriate) any infringement, claim or action relating to your intellectual property rights in User Content.

1. Zeller POS is owned by Zeller or our licensors.

2. The Zeller Content on Zeller POS is for general information and promotional purposes only. Zeller does not warrant or make any representations as to any third party products or services described or referred to on Zeller POS. Any use of the Zeller Content, materials or information by another person or organisation is at your own risk.

3. All intellectual property rights, including copyright, in Zeller POS and Zeller Content are owned or licensed by Zeller or any of its related entities. You must not copy, modify or transmit any part of Zeller POS or Zeller Content.

4. Zeller POS may contain trade marks, logos and trade names of Zeller or third parties which may be registered or otherwise protected by law. You are not permitted to use any trade marks, logos or trade names appearing on Zeller POS.

5. Zeller grants you a non-exclusive and non-transferable licence to use Zeller POS pursuant to clauses 1.1(a) and 2.1(a) , subject to the restrictions specified elsewhere in these Terms. It is not to be otherwise used for commercial exploitation.

1. download (other than page caching) or modify Zeller POS or any portion of Zeller POS;

2. impersonate or falsely claim to represent a person or organisation;

3. are commercial, including selling, marketing, advertising or promoting goods or services except as expressly permitted elsewhere in these Terms;

4. frame Zeller POS without Zeller's express written permission;

5. post, link to, or otherwise communicate or distribute any misleading or deceptive, inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or information, or otherwise use Zeller POS in a manner which is unlawful or would infringe the rights of another person including any intellectual property rights;

6. post, link to, or otherwise communicate or distribute any material or information that we deem inappropriate;

7. bypass (or attempt to bypass) any security mechanisms imposed by Zeller POS;

8. use Zeller POS in any manner that may violate the security of any computer or other network;

9. disrupt, impair, alter or otherwise interfere with or gain or attempt to gain unauthorised access, by any means, including by hacking, spoofing or seeking to circumvent or defeat any firewalls or other technological or other protections or security measures, to Zeller POS or Zeller Content, or to networks connected to Zeller POS;

10. involve the unauthorised use of any machine or network, denial of service attacks, falsification of header information or user identification information, monitoring or scanning the networks of others;

11. provide access or links to any material (including links to peer to peer network trackers/beacons) which may infringe the intellectual property rights of another person;

12. delete or alter or attempt to delete or alter attributions, legal notices, trademarks or copyright marks on any material contained in Zeller POS;

13. breach or circumvent any applicable laws in using or accessing Zeller POS;

14. use any automated tools, robot, spider, site search and retrieval applications or other mechanism to retrieve or index any portion of Zeller POS;

15. modify, adapt, translate, decompile, reverse engineer or disassemble any portion of Zeller POS or otherwise reduce Zeller POS to a human perceivable form;

16. remove any copyright, trademark or other proprietary rights notices contained in Zeller POS;

17. damage or tamper with or hinder in any way the operation of Zeller POS or Zeller Content;

18. knowingly post or transmit or permit the posting or transmission of any material which contains a computer virus or other harmful data, code or material;

19. solicit information (including login information) or access another Subscription; or

20. attempt any of the above acts or engage or permit, directly or indirectly, any other person to do any of the above acts

1. Zeller POS may contain links to other websites or applications. We have not reviewed all of the third party websites or applications linked on Zeller POS and are not responsible for and will not be liable in respect of their content or accuracy (including websites linked through advertisements). Zeller provides those links as a ready reference for searching for third party goods and services on the internet and not as an endorsement, support or sponsorship of those websites, their operators, the goods, services or content that they describe.

2. Any social media applications or third party websites which are linked to Zeller POS are not covered by these Terms and may have their own terms and conditions and privacy policy. If you choose to access any such third party linked sites or platforms, you do so at your own risk. Zeller is not responsible for and will not be liable in respect of the content or operation of those websites or any of the goods, services or content that they describe. Zeller is not responsible for and will not be liable in respect of any incorrect link to an external website.

1. Subject to the consumer guarantees provided for in the ACL (as defined in clause 11), Zeller does not warrant that you will have continuous access to Zeller POS.

2. Zeller will not be liable if Zeller POS is unavailable to you due to computer downtime attributable to malfunctions, upgrades, preventative or remedial maintenance activities, interruption in telecommunications supply or otherwise.

3. Zeller does not guarantee the delivery or security of communications over the internet as such communications rely on third party service providers, and electronic communication (including electronic mail) is vulnerable to interception by third parties.

4. Zeller does not provide, and has no control over, communications, networks or services, the internet or other technology required or used to access Zeller POS and accepts no responsibility for any direct or indirect loss in any form associated with them, whether due to congestion, technical malfunction, viruses or otherwise.

1. You acknowledge that:

   1. from time to time in order to perform Zeller's obligations under these Terms, Zeller will collect personal information about you, your staff, clients or customers; and

   2. in performing Zeller's obligations under these Terms or otherwise as required by applicable law, Zeller may provide that personal information to third parties, in Australia or elsewhere, in accordance with Zeller's Privacy Policy which is available at https://www.myzeller.com/au/privacy.

2. Any personal information submitted by you to Zeller or Zeller POS (whether personal information of you or another individual which you have the necessary consents to provide) may be collected, used and disclosed by us for the purposes contemplated by these Terms, including but not limited to providing Zeller POS to you, understanding how you have accessed and used Zeller POS, monitoring compliance with these Terms, you using and receiving the benefit of Zeller POS, and us providing support in relation to your use of Zeller POS.

3. You agree that, by using Zeller POS or communicating with us, you have read our Privacy Policy accessible at https://www.myzeller.com/au/privacy, understood its contents and consented to its requirements.

4. You must ensure that you have provided any notifications required by applicable law, and procured any consents or authorisations required by applicable law, to allow Zeller to collect the data and personal information entered into Zeller POS or provided to Zeller by or on behalf of you, or otherwise collected by Zeller, in connection with these Terms and to use that data and personal information as contemplated by these Terms (including to provide Zeller POS to you) and Zeller's Privacy Policy and in accordance with the Privacy Laws.

1. any breach of these Terms by you;

2. your use or misuse of Zeller POS or Zeller Content;

3. your communications with Zeller; or

4. your use of third party websites linked to Zeller POS, except to the extent caused by our gross negligence or wilful misconduct.

1. Subject to clause 11.1(b), any representation, warranty, condition, guarantee or undertaking that would be implied in these Terms by legislation, common law, equity, trade, custom or usage is excluded to the maximum extent permitted by law.

2. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by the Australian Consumer Law being Schedule 2 to the Competition and Consumer Act 2010 (Cth) (ACL) or any other applicable law that cannot be excluded, restricted or modified by agreement.

3. To the fullest extent permitted by law, the liability of Zeller for a breach of a non-excludable guarantee referred to in clause 11.1(b) is limited, at Zeller's option, to:

   1. in the case of goods supplied or offered by us, any one or more of the following:

      1. the replacement of the goods or the supply of equivalent goods;

      2. the repair of the goods;

      3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or

      4. the payment of the cost of having the goods repaired; or

   2. in the case of services supplied or offered by us:

      1. the supplying of the services again; or

      2. the payment of the cost of having the services supplied again.

      3. Zeller will not be liable to you for any indirect, incidental, special or consequential loss or damage, loss of profits or anticipated profits, economic loss, loss of business opportunity, loss of data, loss of reputation or loss of revenue (irrespective of whether the loss or damage is caused by or relates to breach of contract, tort (including negligence), statute or otherwise) arising in connection with Zeller POS, the Zeller Content, all links to or from Zeller POS or the goods and services advertised or referred to on Zeller POS.

   3. Zeller POS is provided to you free of charge for use in accordance with these Terms. Subject to this clause 11, the maximum aggregate liability of Zeller for all proven losses, damages and claims arising out of or in connection with these Terms or a supply under these Terms, including liability for breach, in negligence or in tort or for any other common law or statutory action, is limited to the sum of $100.

1. Zeller may at any time immediately terminate your access (including restricting access) to Zeller POS or any feature of Zeller POS for any reason (including due to your breach or alleged breach of these Terms) in its sole discretion and without prior notice.

2. This paragraph 12.1(b) and clauses 9, 10, 11 and 13 will survive termination of your access to Zeller POS in accordance with paragraph 12.1(a) and will continue to the benefit of and be enforceable by Zeller.

1. We make no representation or warranty that Zeller POS is appropriate or available for use in locations outside Australia. If you choose to access Zeller POS from other locations, you do so at your own risk and are responsible for compliance with all applicable laws. You are not authorised to access Zeller POS from any location where doing so would be illegal.

2. You understand that some countries have import restrictions on certain goods or materials. If you are outside Australia, you will be responsible for checking whether such restrictions apply before uploading User Content. If you are outside Australia you will become the importer and will be liable to pay local taxes or duties, and you will assume all liability under any customs or import laws and regulations.

1. We may contact you from time to time to provide you with information, advertisements, marketing material, promotional material or other similar material that may be of interest to you in respect of our products or services we may offer our Zeller POS users.

2. By accepting these Terms, you consent to us using your details to contact you in respect of such information, advertisements, marketing, promotional material or other similar material. If you do not wish to receive marketing, advertisements, promotional material or other similar material from us, you may opt out by contacting support@myzeller.com

1. You acknowledge and agree that by using Zeller POS you may incur charges from your usage of data over the internet and that any such charges will be your sole responsibility.

2. Zeller does not promise you that you will have uninterrupted or error-free access to and use of Zeller POS.

If you have questions about Zeller POS or these Terms, please contact us by at support@myzeller.com