This is the Billing Policy of JAPER TECHNOLOGY PTY. LTD., (“JAPER”, “Company”, “us”, “we”, “our”). This Billing Policy explains how we calculate, invoice, charge, discount, refund and credit payments for licensing fees, white labeling fees and other charges (collectively, “Fees”) that relate to the web sites owned by JAPER, including www.japer.xyz, www.japer.technology, www.japer.com.au and other subsidiary or related sites (“Site”), the JAPER SDK and other supporting or future software products offered by us (“Software”), and the supporting web service, Application Programming Interfaces, JAPER, JAPER White Label and other services or materials provided by us (“Services”) each as more fully defined in the published JAPER Terms and Conditions, as in effect from time to time. This Billing Policy is subject to, and incorporates by reference, our licensing terms (“Terms”). Your use of the Software, Services or Site will be deemed to be your agreement to abide by all of the terms set out below. JAPER’s clients and partners are entities or individuals, such as companies or application developers, that use the Software, Services and Site to develop, distribute and manage mobile applications (“Client”, “Partner”, “You”, “Your”). JAPER’s clients are not the individual end users (“End Users”) of applications developed by Clients and Partners.

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Pricing Plans

JAPER does not typically offer free trials or demonstration accounts. JAPER offers a range of pricing plans (“Plan”) that charge monthly or annual Fees upfront for software licenses and a set number of location-based actions per month (e.g. URLs opened, messages sent or ‘check-ins’ sent back to the server) (“Action”) or Monthly Active Users (MAUs).

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An action is initiated by an End User when they enter a pre-defined location and any associated conditions are satisfied (configured using the Software and Services) (“Trigger”). The total number of Triggers in a given billing period determines Your volume of usage (“Usage”). If more than one Action occurs simultaneously (e.g. message, URL) upon entry into the same pre-defined location then this will be billed as one Trigger rather than multiple Triggers.

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You pre-select an applicable Plan. A Plan will apply based on Your Usage in a given month (“Billing Period”). The Fees for the selected Plan will be charged even if the Usage in the Billing Period is lower that the Usage limit of the selected Plan or the Usage limit of a lower Plan. You may move up to a higher Plan at any time, however, any change in Plan may be applied in the next Billing Period.

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Custom Plans

JAPER may develop custom pricing plans (“Custom Plan”) or Terms for Clients and Partners with high expected Usage or with unique business needs. Custom Plans may require JAPER to agree to and/or implement alternative arrangements to the standards Terms and this Billing Policy. Custom Plans will be established through the mutual agreement of JAPER and the Client and/or Partner.

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Overages and Upgrades

The Fees charged for a Billing Period when Usage exceeds a given Plan (“Excess Triggers”) will be the total of: 1) the standard price of the Plan that has been exceeded; and 2) 3x the average per Trigger price of the Plan that has been exceeded for each Excess Trigger in that Billing Period (collectively “Overages”).

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If you are charged an Overage for a Billing Period, you may elect to pay the Overage and continue on the existing Plan that was exceeded or you may upgrade to a higher Plan for the remainder of Your agreement (“Higher Plan”). If you upgrade to a Higher Plan then the Overages for the last Billing Period will be waived and the Fees for Higher Plan will be charged for the last Billing Period.

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Discounts for upfront payment

You will receive a 10% discount if you pay the total Fees for an annual license upfront. You will receive a 15% discount if you pay the total Fees for a multi-year (two or more years) license upfront. If you choose to pay upfront but then upgrade to a Higher Plan, you may do either of the following:

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• Pay upfront for the difference between the original Plan and the Higher Plan (“Net Amount”) for the remainder of the Term (prorated) and receive an equivalent discount on the Net Amount, subject to their being at least 3 months remaining on the initial license period; or

• Pay the Net Amount at the beginning of each Billing Period but at the undiscounted standard price.

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Billing

An invoice summarizing the applicable Fees will be sent to Your registered email. Fees will be charged at the beginning of each Billing Period. New Clients and Partners will be charged a pro-rated amount on the applicable Plan for their first Billing Period. If a Client or Partner terminates their use of the Software and Services in accordance with the Terms, they are liable for any outstanding Fees in full. The final billing period will not be prorated.

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Partners

JAPER works extensively with Partners that use the Software or Services in applications on behalf of the Partner’s business customers (“Customer”). JAPER may bill and charge either the Partner or Customer. This will be agreed to by the parties. If JAPER bills and charges the Customer, the Partner will continue to be bound, to the greatest extent possible, by the Terms and this Billing Policy.

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Right to make changes

JAPER reserves the right to make changes from time to time to the Fees and this Billing Policy. If it does so, it will provide at least 10 working days for the changes to apply or it may maintain their existing arrangements indefinitely or for a period of time (“Grandfathering”).

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JAPER may, at its discretion, agree to alternative arrangements to the standard terms and processes outlined in this Billing Policy.

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You agree to JAPER contacting you, such as via Your registered email or telephone number, to discuss Your Payment Information, applicable Fees and other matters related to billing, payment or refunds.

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Payment methods

You are required to register a credit card or agree to monthly upfront electronic payments of invoices (“Payment Information”) to allow JAPER to charge you the Fees for the Software and Services used.

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If paying by credit card, You can register Visa, MasterCard or AMEX credit cards. JAPER may submit recurring charges to your credit card at the beginning of each billing period in accordance with this Billing Policy and without further authorization from You. JAPER may continue recurring charges to your credit card until You provide notice in writing that You have terminated Your authorization to charge Fees to the Payment Information provided by You. Such notice will not affect charges submitted before JAPER could reasonably act. In such circumstances, you will be required to provided alternative Payment Information to pay future Fees.

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You must provide current, complete and accurate Payment Information in order to receive and/or continue using the Software and Services. You must promptly update Payment Information if the details have changed (such as a change in billing address or credit card details). You must promptly notify JAPER if the listed credit card is cancelled or does not have sufficient funds for JAPER to charge the Fees.

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If You don’t maintain accurate and complete Payment Information, You agree that You continue to be liable for the Fees for the Software and Services used and that its Your responsibility to provide updated and accurate Payment Information as soon as possible to allow JAPER to charge the Fees.

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Payment gateway

JAPER uses a payment gateway provided by Braintree Payments, Inc. (Braintree). Payment Information is entered directly into the Braintree interface that is integrated into the Site. Payment Information is not persisted, stored or retained by JAPER. Please refer to our Privacy Policy for more information. Given Braintree is facilitating the payment process for JAPER, You may also be subject to Braintree’s terms and conditions and privacy policy.

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Currencies, taxes and third party fees and charges

Fees are charged in US Dollars. Fees do not include taxes, levies or other fees and charges that may be applicable in a given jurisdiction.

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A conversion fee or other fees and charges may be charged by Your bank, financial institution or other third parties you interact with (“Third Party Fees”), including, but not limited to, fees related to payments that are made in currencies other than US Dollars. JAPER does not charge, receive or control such Third Party Fees. JAPER is not responsible for Third Party Fees in any way, including with respect to calculating, billing, charging or refunding Third Party Fees. You agree it is Your sole responsibility to be aware of, manage and pay Third Party Fees.

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Failure to pay

If You fail to pay the Fees within fifteen (15) days of the Fees being incurred, JAPER may suspend or terminate your JAPER account or Your access to the Software and Services. Any suspension or termination does not relieve You from paying any Fees that have been incurred in accordance with this Billing Policy and the Terms.

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If You fail to pay within thirty (30) days of the Fees being incurred, JAPER may seek to recover the Fees through a collection agency or seek legal action to recover the Fees or enforce our rights in accordance with this Billing Policy and the Terms. You agree that you will be liable for any costs associated with such recovery or legal action, including, but not limited to, legal fees, court costs, and collection agency fees.

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JAPER may charge a $30 dishonor fee if Your credit card payment is declined.

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Refunds and disputes

There may be occasions, in accordance with this Billing Policy and the Terms, that JAPER will refund a payment that has been charged, or provide a credit for additional Services or Software. This will be considered, in consultation with You, on a case-by-case basis.

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Refunds will be made to the Payment Information used to charge the payment being refunded.

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We are committed to handling any questions or complaints in an effective, transparent and timely manner. Such enquiries should initially be sent to JAPER (accounts@japer.technology) so that we are able to rectify breaches or errors.

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JAPER BILLING POLICY V1.0 – LAST UPDATED DATE: 12 JULY 2018

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