Advertiser Agreement

Parties

This Advertiser Agreement ("Agreement") is entered into between:

1. Jet Support Pty Ltd (ABN placeholder) trading as NewPay ("NewPay", "we", "us", or "our"); and
2. The Advertiser ("you", "your", or "Advertiser"), being the business entity that has registered for and agreed to use NewPay's advertising services.

Together referred to as the "Parties" and individually as a "Party".

1. Definitions

In this Agreement, unless the context otherwise requires:

• "Ad Content" or "Ad Creative" means any advertising material, creative assets, videos, images, text, or other promotional content submitted by the Advertiser for display on Terminals.
• "Balance" means the Advertiser's prepaid account balance held by NewPay, from which advertising fees are deducted.
• "Campaign" means a specific advertising campaign created by the Advertiser on the Platform, including its targeting parameters, creative assets, budget, and scheduling.
• "Effective Date" means the date on which the Advertiser completes registration and accepts this Agreement.
• "Fees" means the advertising fees payable by the Advertiser as set out in Section 4 and Schedule A.
• "Merchant" means a business that has entered into a Merchant Agreement with NewPay and has a Terminal installed at its premises.
• "Platform" means the NewPay advertiser dashboard and associated tools used to create, manage, and monitor advertising campaigns.
• "Services" means the advertising display and campaign management services provided by NewPay to the Advertiser under this Agreement.
• "Terminal" means a Verifone AXIUM series (Android) payment terminal deployed at a Merchant location, on which Ad Content is displayed.
• "Transaction" means any card payment (credit, debit, or eftpos) processed through a Terminal at a Merchant location.

2. Services

2.1 Advertising Display

NewPay will display the Advertiser's approved Ad Content on Terminals deployed at Merchant locations across the NewPay network. Advertising is delivered through the NewPay Platform and displayed on Terminal screens during payment transactions and idle periods.

2.2 Ad Placement

Ad Content is displayed in two formats on the Terminal:

• Idle screen (full screen): When the Terminal is not actively processing a Transaction, Ad Content is displayed as a full-screen advertisement.
• Transaction screen (partial screen): During an active Transaction, Ad Content is displayed in a dedicated advertising panel alongside the transaction details.

2.3 Targeting

The Advertiser may target Campaigns using the following parameters available on the Platform:

• Geographic targeting: Target specific regions, cities, postcodes, or radius-based areas where Merchant Terminals are located.
• Category targeting: Target specific Merchant categories (e.g., cafes, restaurants, retail stores, health and beauty).
• Specific merchant targeting: Target individual Merchants or groups of Merchants by name or identifier (subject to Merchant consent).

2.4 Exclusivity

Unless otherwise agreed in writing, advertising placements are non-exclusive. Multiple advertisers may have Campaigns targeting the same Merchants or locations. NewPay does not guarantee exclusivity of ad placement unless a separate exclusivity arrangement has been agreed upon and documented.

3. Advertiser Obligations

3.1 Content Requirements

All Ad Content submitted by the Advertiser must:

• Be legal, truthful, and not misleading or deceptive in any way
• Comply with all applicable laws, regulations, and industry codes, including the Australian Consumer Law and the AANA Code of Ethics
• Meet the technical specifications and format requirements set out by NewPay on the Platform
• Be submitted for review and approved by NewPay before being displayed on any Terminal

3.2 Prohibited Content

The following types of content are prohibited and will not be approved for display:

• Gambling or betting services
• Adult or sexually explicit content
• Tobacco or vaping products
• Weapons, firearms, or ammunition
• Political advertising, advocacy, or campaign material
• Cryptocurrency, NFTs, or unregulated financial products
• Payday loans, high-interest lending, or predatory financial services
• Competitor payment processing services or terminal providers
• Any content that is defamatory, discriminatory, offensive, or promotes hatred or violence

3.3 Accuracy Warranty

The Advertiser warrants that all Ad Content and information provided to NewPay is accurate, truthful, and does not infringe the intellectual property rights or other rights of any third party. The Advertiser is solely responsible for the content, accuracy, and legality of all Ad Content.

3.4 Account Security

The Advertiser is responsible for maintaining the security of its Platform account credentials and for all activities that occur under its account. The Advertiser must notify NewPay immediately of any unauthorised access to or use of its account.

4. Fees and Payment

4.1 Advertising Fee

The Advertiser shall pay an advertising fee of 0.55% of the Transaction value for each Transaction processed at a Terminal where the Advertiser's Ad Content is displayed. This fee is charged per Transaction impression as set out in Schedule A.

4.2 Prepaid Balance

Advertising on the NewPay platform operates on a prepaid balance model. The Advertiser must maintain a positive Balance in their account to run Campaigns. The minimum initial top-up is $1,000.00 (AUD). Advertising fees are deducted from the Balance on a daily basis.

4.3 Auto Top-up

When the Advertiser's Balance falls below the $500.00 (AUD) threshold, the Platform will automatically charge the Advertiser's registered payment method for $2,000.00 (AUD) to replenish the Balance. The Advertiser may update auto top-up settings or disable auto top-up through the Platform at any time. Disabling auto top-up may result in Campaigns being paused if the Balance is insufficient.

4.4 Daily Fee Deduction

Advertising fees are calculated daily based on the Transactions processed at Terminals displaying the Advertiser's Ad Content and deducted from the Advertiser's Balance. A detailed breakdown of daily fees is available on the Platform dashboard.

4.5 Non-Refundable

All amounts paid into the Advertiser's Balance are non-refundable. In the event of account termination, any remaining Balance will not be refunded unless otherwise required by applicable law.

4.6 Fee Changes

NewPay may change the advertising fee from time to time. NewPay will provide the Advertiser with at least 30 days' written notice of any fee changes. If the Advertiser does not agree to the new fees, the Advertiser may terminate this Agreement in accordance with Section 10 before the new fees take effect.

5. Campaign Approval

5.1 Submission

The Advertiser must submit all Campaign details and Ad Creative through the Platform for review prior to display. Submissions must include all required creative assets, targeting parameters, and campaign scheduling information.

5.2 Review

NewPay will review submitted Campaigns within three (3) business days of submission. NewPay will notify the Advertiser of the approval or rejection of the Campaign through the Platform.

5.3 Rejection Rights

NewPay reserves the right to reject any Campaign or Ad Creative at its sole discretion, including but not limited to content that violates the prohibited content guidelines in Section 3.2, does not meet technical specifications, or is otherwise deemed inappropriate for display on the Terminal network. NewPay may also withdraw approval for any Campaign at any time if it becomes aware of a violation.

5.4 No Guarantee

Submission of a Campaign does not guarantee approval. NewPay's decision to approve or reject a Campaign is final and not subject to appeal, although the Advertiser may resubmit modified content for review.

6. Campaign Delivery

6.1 Best Efforts

NewPay will use reasonable best efforts to deliver the Advertiser's approved Campaigns to Terminals that match the Campaign's targeting parameters. Campaign delivery is subject to Terminal availability, Merchant operating hours, and network conditions.

6.2 No Guarantees

NewPay does not guarantee:

• Impression volume: The number of times Ad Content will be displayed on Terminals, as this depends on Merchant business activity and transaction volume.
• Transaction volume: The number or value of Transactions that will occur at Terminals displaying the Advertiser's Ad Content.
• Terminal availability: That specific Terminals or Merchant locations will be available at all times, as Terminals may be offline, returned, or removed by Merchants.

6.3 Merchant Opt-Out

Merchants retain the right to request exclusion of specific advertisers or advertising categories from their Terminals. If a Merchant opts out of displaying the Advertiser's Ad Content, NewPay will remove the Campaign from that Merchant's Terminal(s). NewPay is not liable for any loss or reduction in Campaign reach resulting from Merchant opt-outs.

6.4 Technical Issues

NewPay shall not be liable for any failure to display Ad Content due to technical issues, including but not limited to Terminal malfunctions, connectivity issues, software updates, or other technical disruptions. NewPay will use reasonable efforts to resolve technical issues promptly.

7. Reporting

7.1 Dashboard

NewPay will provide the Advertiser with access to a reporting dashboard on the Platform that includes the following metrics:

• Impressions: The number of times Ad Content was displayed on Terminals.
• Transactions: The number and value of Transactions processed at Terminals displaying the Advertiser's Ad Content.
• Fees: A detailed breakdown of advertising fees charged to the Advertiser's Balance.
• Performance: Campaign performance metrics including display frequency, geographic distribution, and Merchant category breakdown.

7.2 Accuracy

Reporting data is provided on a best-efforts basis. While NewPay strives to provide accurate reporting, NewPay does not guarantee the absolute accuracy or completeness of reporting data. Minor discrepancies may occur due to technical factors such as Terminal connectivity, data synchronisation delays, or system processing times.

8. Intellectual Property

8.1 Advertiser IP

The Advertiser retains all intellectual property rights in and to its Ad Content, trademarks, logos, and brand assets. Nothing in this Agreement transfers ownership of the Advertiser's intellectual property to NewPay.

8.2 Licence to NewPay

The Advertiser grants NewPay a non-exclusive, royalty-free, worldwide licence to use, reproduce, display, distribute, and transmit the Ad Content solely for the purpose of delivering the Services under this Agreement. This licence includes the right to format, resize, and adapt Ad Content as necessary for display on Terminals. This licence terminates upon termination of this Agreement, except that NewPay may retain copies of Ad Content for record-keeping and compliance purposes.

8.3 NewPay IP

All intellectual property rights in and to the Platform, Terminal software, NewPay brand, trademarks, and all other NewPay materials remain the exclusive property of NewPay. The Advertiser is granted a limited, non-exclusive, non-transferable licence to access and use the Platform solely for the purpose of managing Campaigns under this Agreement.

8.4 Advertiser Indemnity

The Advertiser shall indemnify and hold harmless NewPay from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with any claim that the Advertiser's Ad Content infringes the intellectual property rights or other rights of any third party.

9. Data and Privacy

9.1 Aggregated Anonymised Data

NewPay provides the Advertiser with aggregated, anonymised data relating to Campaign performance. This data does not identify individual Merchants, cardholders, or consumers. The Advertiser acknowledges that it will not receive personally identifiable information about Merchants or their customers through the Services.

9.2 Privacy Policy

The collection, use, and disclosure of personal information by NewPay is governed by our Privacy Policy, which forms part of this Agreement. The Advertiser agrees to comply with all applicable privacy legislation, including the Privacy Act 1988 (Cth), in connection with any personal information it handles in relation to the Services.

10. Term and Termination

10.1 Term

This Agreement commences on the Effective Date and continues until terminated by either Party in accordance with this Section 10.

10.2 Termination by Advertiser

The Advertiser may terminate this Agreement at any time by providing written notice to NewPay at legal@newpay.jetsupport.com.au or through the Platform. Upon termination by the Advertiser, any remaining Balance in the Advertiser's account is non-refundable. All active Campaigns will be paused and subsequently removed.

10.3 Termination by NewPay

NewPay may terminate this Agreement:

• Immediately if the Advertiser breaches any material term of this Agreement, submits prohibited content, engages in fraudulent activity, or if continued service poses a legal, regulatory, or reputational risk to NewPay.
• With 30 days' written notice for any other reason, including but not limited to business or operational reasons.

10.4 Effect of Termination

Upon termination of this Agreement: (a) the Advertiser's access to the Platform and Services will cease; (b) all active Campaigns will be removed from Terminals; (c) any remaining Balance is non-refundable unless otherwise required by applicable law; and (d) provisions that by their nature should survive termination (including intellectual property, indemnification, and limitation of liability) will continue in full force and effect.

11. Liability

11.1 Limitation of Liability

To the maximum extent permitted by law, NewPay's total aggregate liability to the Advertiser under or in connection with this Agreement shall not exceed the total Fees paid by the Advertiser to NewPay during the twelve (12) months immediately preceding the event giving rise to the claim.

11.2 Exclusions

To the maximum extent permitted by law, NewPay shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or loss of goodwill, arising out of or in connection with this Agreement, whether based on contract, tort, negligence, strict liability, or any other legal theory. Nothing in this Agreement excludes or limits any guarantee, condition, warranty, right, or remedy implied or imposed by the Australian Consumer Law or any other legislation that cannot lawfully be excluded or limited.

11.3 Advertiser Indemnity

The Advertiser agrees to indemnify, defend, and hold harmless NewPay, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Advertiser's Ad Content, including any claims of infringement, defamation, or breach of consumer law; (b) the Advertiser's breach of this Agreement; (c) the Advertiser's negligence or wilful misconduct; or (d) any claim by a third party arising from the Advertiser's use of the Services.

12. General

12.1 Entire Agreement

This Agreement, together with the Privacy Policy, Terms of Service, and Schedule A, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings, whether written or oral.

12.2 Amendment

NewPay may amend this Agreement from time to time by providing the Advertiser with at least 30 days' written notice of the proposed changes. Continued use of the Services after the effective date of the amendment constitutes acceptance of the amended terms.

12.3 Assignment

The Advertiser may not assign or transfer its rights or obligations under this Agreement without the prior written consent of NewPay. NewPay may assign its rights and obligations under this Agreement without restriction, including in connection with a merger, acquisition, or sale of assets.

12.4 Governing Law

This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia. Each Party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia.

12.5 Notices

All notices under this Agreement shall be in writing and delivered by email. Notices to the Advertiser shall be sent to the email address associated with the Advertiser's account. Notices to NewPay shall be sent to legal@newpay.jetsupport.com.au. Notices are deemed received on the day they are sent, provided no delivery failure notification is received.

Schedule A: Fee Schedule

The following fees and amounts apply under this Agreement:

All amounts are in Australian Dollars (AUD) and are exclusive of GST unless otherwise stated. NewPay reserves the right to amend the fee schedule with 30 days' written notice to the Advertiser.