Shping App Terms of Use Agreement

1. General

Welcome to the Shping App. You are reading these Terms and Conditions of Use (Terms) because you are accessing or using the Shping App (App), which is operated by Shping Holdings Pty Ltd (ACN 697 767 650, ABN 37 697 767 650) (Shping, we, us, or our).

To continue accessing or using the App, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use the App.

From time to time, we may update these Terms and/or provide you with supplemental terms via the App or by email. Such supplemental terms will also form part of these Terms.

We may amend these Terms, the Services, and the Shping Rewards program (including future earning rules, Loyalty Club Programs, advertising and third-party reward partnerships, and other features) from time to time. Where a change is materially adverse to you, we will give you no less than 30 days’ advance notice through the App or by email, during which time you may close your account and redeem any accrued Shping Points in accordance with these Terms, the Fair Usage Policy, and the App. Non-material or operational changes (including security updates, bug fixes, and routine adjustments) may take effect with reasonable notice. Continued use of the App after a change takes effect constitutes acceptance of the change. To the extent permitted by law, we are not liable to you for changes made in accordance with this clause.

The Published Rate (defined in clause 6.4) is set each calendar month in accordance with the methodology in clause 6.4 and published in the App on or about the first day of each month. The setting of each month’s Published Rate in accordance with that methodology is not a change to these Terms and does not require advance notice under this clause.

These Terms are supplemented by and incorporate by reference Shping’s Privacy Policy, Fair Usage Policy, and Review Content & Moderation Policy, each as updated from time to time. To the extent of any inconsistency, these Terms prevail over the Fair Usage Policy, the Review Content & Moderation Policy, the Privacy Policy (other than in respect of matters governed by privacy law), and any operational descriptions of program rules within the App. The Privacy Policy prevails over these Terms in respect of matters relating to the collection, use, disclosure, retention, and protection of personal information under applicable privacy law.

2. Privacy Policy and Personal Data

The App cannot be provided to you, and the services described in these Terms cannot be performed, without Shping collecting, storing, analysing, using, and otherwise processing data about you, including personal information and location data. The App is made available to you subject to your consent to our collection, use, analysis, disclosure, and other handling of your personal information and other data in accordance with these Terms and the Privacy Policy.

When you use the App, we collect certain personal information about you, as well as information about your device, your interaction with the App, and other information reasonably necessary to facilitate your use of the App and the Services. The personal information we collect through the App may include your name, date of birth, address, email address, phone number, location, user history, device information (including version, specifications, and operating system), IP address, time zone, financial details (including banking details and external cryptocurrency wallet addresses provided for redemption), advertising identifiers, app interaction data (including ad interactions, survey participation, and click-through activity for affiliate cashback offers), and applicable government identification.

When you upload purchase receipts or other proof of purchase to the App, Shping may collect, extract, process, analyse, store, verify, and use any information contained in those receipts or documents. This may include, without limitation, product information, retailer information, purchase date and time, basket information, pricing information, loyalty program identifiers, partial payment card identifiers, transaction identifiers, and any other information contained within the receipt or proof of purchase. Shping may use such information for purposes including purchase verification, administering rewards, fraud detection, generating consumer and purchase analytics, improving the App and Services, creating audience segments, understanding purchasing behaviour, conducting market research, personalising content and offers, and measuring or attributing the effectiveness of marketing or advertising campaigns conducted through or in connection with the platform.

The App may collect this information while open on your device and may collect location-specific information while it is running in the background of your device where permitted by your device settings and applicable law. With the exception of third-party apps whose data is integrated into the App, the App does not collect information regarding your activity in other apps on your device except as otherwise disclosed in the Privacy Policy or authorised by you.

You acknowledge and agree that Shping may use, analyse, combine, disclose, and otherwise handle personal information, behavioural data, receipt-derived information, advertising and engagement data, and other information generated through or in connection with your use of the App, and may disclose such information to participating brand partners, service providers, analytics partners, advertising partners, third-party reward partners, affiliate networks, payment and redemption providers, identity verification providers, fraud prevention providers, and other third parties for purposes including marketing, analytics, campaign measurement, product insights, advertising attribution, market research, fraud prevention, verification, conversion validation, and the operation, development, and improvement of the App and Services. Such information may be shared in identifiable, pseudonymised, aggregated, anonymised, statistical, or de-identified form, where permitted by applicable law. Where applicable, such disclosures may include disclosures to recipients located outside Australia, as further described in the Privacy Policy.

Users acknowledge that information derived from receipts, platform activity, behavioural patterns, advertising interactions, and aggregated user activity may be used by Shping to generate commercial insights, analytics, market intelligence, reports, models, and other derived outputs, and that such derived outputs may be used by Shping to support commercial analytics, platform services, and partner reporting, and may be shared with partners on appropriate terms, subject to applicable law.

We may also use automated tools, analytics systems, and profiling methods to personalise offers, recommendations, content, campaigns, rewards, advertising, eligibility checks, fraud detection measures, and user experience features, subject to applicable law and the Privacy Policy. You may have rights to opt out of certain targeted content, advertising personalisation, or profiling-based features as described in these Terms, the Privacy Policy, and your device settings.

We may also display your name and location on the App in connection with any content you share to the App, where you consent to such use.

These requirements in relation to privacy are supplementary to Shping’s Privacy Policy, which is incorporated by reference into these Terms. In particular, your personal information will be handled in accordance with the Privacy Policy’s provisions relating to the collection, use, disclosure, overseas disclosure, retention, security, lawful bases for processing, and your rights under applicable privacy and data protection laws.

As between Shping and the user, and subject always to applicable law, Shping retains all rights, title, and interest in and to any aggregated, anonymised, de-identified, statistical, analytical, derived, or model-generated data, insights, reports, market intelligence, and similar outputs generated by or for Shping from user data, receipt data, advertising interactions, or platform activity.

3. Account Information

You are only eligible to use the App if you are 18 years of age or older. By creating an account or using the App, you confirm that you satisfy this requirement. The App is not directed to children. Shping does not knowingly collect personal information from, or provide the Services to, individuals under the age of 18, and all advertising, Reward Activities, Cashback Offers, and other content served through the App is provided on a general-audience basis and is not directed at children.

To use the App, you must create an account by providing your email address and primary phone number. You will receive a secure login PIN via email or SMS to access your account.

In creating an account and registering your details, you agree to:

1. provide true, accurate, current, and complete information about yourself (User Data)
2. keep your registration personal to you
3. maintain only one account unless expressly permitted by Shping
4. not register an account on behalf of another person or transfer your account to any other person
5. maintain and promptly update your User Data so that it remains accurate and complete

You are solely responsible for keeping your account and User Data secure. As Shping uses a passwordless login method, you must ensure that access to your email account, mobile device, and any linked services is properly protected.

To the maximum extent permitted by law, Shping is not responsible for any loss or activity resulting from unauthorised access to your account. You must notify Shping immediately if you suspect any unauthorised use of your account or any security incident affecting your account.

4. Services

Shping agrees to provide the App to you for use on a mobile device in accordance with these Terms. The App enables you to receive rewards, in the form of Shping Points (Shping Points or Points), in exchange for participation in certain activities, including through loyalty programs provided in-app, advertising and third-party reward partnerships described in clause 4A, and affiliate cashback offers, as outlined in the App (Services).

The Shping Rewards program’s primary purpose is to incentivise engagement with the Shping platform and the brands using it. The primary settlement method for accrued Shping Points is cash redemption in Australian Dollars (AUD). Cryptocurrency redemption in SHPING tokens is offered as an optional alternative settlement method, not as a core feature of the Services.

Shping Points are earned through ongoing participation in the Shping Rewards program. Continued access to redemption depends on continued engagement with the program in accordance with these Terms and the Fair Usage Policy. The consequences of reduced or ceased engagement (including tier degradation, the idle state, and account closure) are set out in clause 17 and the Fair Usage Policy.

Shping may advertise promotions from time to time, the terms of which will be outlined in the App. Shping reserves the right to modify, suspend, or discontinue Services where reasonably necessary for operational, security, legal, or commercial reasons, on reasonable notice and in accordance with clause 1.

Any requirements in relation to Services are supplementary to Shping’s Fair Usage Policy, which is incorporated by reference into these Terms.

4A. Advertising and Third-Party Reward Activities

4A.1 Overview

The App includes the following categories of advertising and third-party reward features (together, Ad and Partner Features):

• Non-rewarded advertising: advertising displayed in the App for which no Shping Points or other reward is payable to you (clause 4A.2);
• Rewarded advertising: advertising you may optionally choose to view or interact with in exchange for Shping Points (clause 4A.3);
• Third-party reward activities: surveys, games, offers, and other activities provided through third-party reward partners, including Prodege, that may earn you Shping Points on successful completion and validation (clause 4A.4); and
• Affiliate cashback offers: percentage-based cashback in Shping Points on qualifying purchases made through participating merchants via affiliate networks (clause 4A.5).

Where Shping Points are earned through Ad and Partner Features, those Points form part of your Shping Points balance and are subject to the same terms as Points earned through other Activities, including the redemption mechanism in clause 6 and the account lifecycle provisions in clause 17, except as expressly modified in this clause 4A.

4A.2 Non-Rewarded Advertising

Shping may display advertising in the App, including native ads, display ads, banner ads, video ads, interstitial ads, sponsored content, and other commercial placements. These ads are part of the normal App experience and do not carry any Shping Points reward, payment, content unlock, or other benefit to you.

Advertising in the App may be supplied, served, measured, verified, or monetised by third-party advertising partners, including mobile ad networks, mediation platforms, exchanges, demand partners, measurement providers, and fraud-prevention providers. These partners may include AppLovin, Unity, Liftoff, Pangle, Meta, Google/AdMob, and other partners that Shping works with from time to time.

Shping applies reasonable controls to the categories of advertising shown in the App but does not control the specific creative content of every advertisement served by third-party advertising networks. Shping is not responsible for the content, accuracy, claims, products, services, or privacy practices of third-party advertisers, ad networks, or external sites that ads may direct you to.

You may be able to limit advertising personalisation through your device’s privacy settings (such as iOS App Tracking Transparency or Android Advertising ID controls) or through in-App settings where available. Limiting personalisation may reduce the relevance of advertising shown to you but does not remove advertising from the App.

4A.3 Rewarded Advertising

Shping may offer you the option to view or interact with a rewarded advertisement in exchange for Shping Points. Rewarded ads are optional. If you choose not to view or interact with a rewarded ad, you do not receive the associated Shping Points.

Shping Points for rewarded ads are credited to your balance only where Shping or the relevant advertising partner confirms that the required action has been validly completed. This may include watching the ad for the required duration, following the instructions shown, waiting until the ad can be closed, and completing any other stated requirements. No Shping Points are credited where an ad is closed early, fails to load, is unavailable, is not confirmed by the advertising partner, or where Shping reasonably believes the activity is invalid, fraudulent, automated, manipulated, duplicated, abusive, or otherwise inconsistent with these Terms or the Fair Usage Policy.

Shping does not guarantee that rewarded ads will be available to you at any time, that any particular number of rewarded ads will be available, or that any particular Shping Points amount will be offered. Rewarded ad availability, reward amounts, eligibility rules, limits, cooldowns, and frequency may vary based on factors including your account status, device, location, app activity, advertiser demand, campaign availability, fraud-prevention controls, technical availability, and applicable laws. Variations resulting from advertiser demand, campaign availability, technical availability, or fraud-prevention measures may take effect immediately. Material changes to the general rules governing rewarded ad reward amounts or eligibility will be made in accordance with clause 1.

4A.4 Third-Party Reward Activities (Surveys, Games, and Offers)

Shping partners with third-party reward providers, including Prodege LLC (Prodege) and other partners we may engage from time to time, to make available to you surveys, games, offers, and other rewarded activities (Reward Activities). Reward Activities are optional. You choose whether to participate in any Reward Activity.

When you choose to participate in a Reward Activity, you may be required to interact with content, websites, applications, or services operated by the third-party reward provider or by clients of the third-party reward provider (each, a Reward Activity Host). The terms, conditions, and privacy practices of the Reward Activity Host apply to your interaction with that content, in addition to these Terms.

Shping Points for a Reward Activity are calculated and credited as follows:

• When you complete the requirements stated for a Reward Activity, the entitlement is recorded as pending.
• The entitlement becomes payable to you only when the third-party reward provider or relevant Reward Activity Host confirms that you have validly completed the required actions and the conversion has not been reversed (Reward Activity Validation). Validation may take up to 60 days or longer depending on the provider and the type of activity.
• Once Reward Activity Validation is confirmed, Shping credits the corresponding Shping Points to your balance, calculated at the Published Rate in effect on the date of Validation.

Where the third-party reward provider or Reward Activity Host reverses, voids, fails to confirm, or otherwise determines a Reward Activity conversion to be invalid (including in the case of fraud, automated activity, duplication, or non-completion), no Shping Points are credited. Where Shping Points have already been credited and the reversal arises from your own conduct (such as fraud, automation, duplication, or breach of these Terms or the Fair Usage Policy), Shping may, acting reasonably and in good faith, claw back the credited Points in accordance with clause 12. Where the reversal arises from the third-party reward provider’s own determination unrelated to your conduct, Shping will not generally claw back Points already credited.

By choosing to participate in a Reward Activity, you consent to Shping and the third-party reward provider sharing information necessary to deliver, validate, and pay for the Reward Activity, including device identifiers, advertising identifiers, IP address, app interaction data, survey responses (where applicable), and other information as described in the Privacy Policy.

4A.5 Affiliate Cashback Offers

Shping partners with affiliate networks, including Commission Factory, Impact, and Rakuten Advertising, and other networks we may engage from time to time, to make available cashback offers from participating merchants (Cashback Offers). Shping selects participating merchants at its discretion based on its commercial and operational policies, and may add or remove merchants from time to time.

Cashback Offers are advertised as a percentage of the qualifying purchase amount and are paid in Shping Points only. No AUD amount of cashback is guaranteed.

Cashback is calculated and credited as follows:

• When you click through a Cashback Offer in the App and make a qualifying purchase with the participating merchant within the merchant’s tracking window (typically 30 days, subject to the merchant), the cashback entitlement is recorded as pending.
• The cashback becomes payable to you only when the participating merchant or affiliate network confirms the purchase has been completed and is not refunded, returned, cancelled, or otherwise reversed (Cashback Settlement). Cashback Settlement may take 30-60 days or longer depending on the merchant and affiliate network.
• Once Cashback Settlement is confirmed, Shping calculates the Shping Points to be credited by applying the advertised cashback percentage to the qualifying purchase amount and dividing by the Published Rate in effect on the date of Cashback Settlement. The calculated Shping Points are then credited to your balance.

Cashback depends on the qualifying purchase being properly tracked and attributed by the affiliate network. Tracking and attribution may fail for reasons outside Shping’s control, including browser settings, ad blockers, cookie restrictions, multi-device shopping, use of incognito browsing, intervening clicks on other affiliate links, or technical errors in the affiliate network’s systems. Shping cannot guarantee tracking or attribution of any specific purchase.

Where the merchant or affiliate network reverses, voids, or fails to confirm a purchase (including in the case of a return, refund, cancellation, chargeback, or fraud finding), no Shping Points are credited. Where Shping Points have already been credited and the reversal arises from your own conduct (such as a return procured by you or fraud), Shping may, acting reasonably and in good faith, claw back the credited Points in accordance with clause 12. Where the reversal arises from the merchant’s or network’s determination unrelated to your conduct, Shping will not generally claw back Points already credited.

Where AUD-equivalent values are displayed in connection with Cashback Offers (for example, in-app estimates of expected cashback), those values are calculated at the then-current Published Rate, are for reference only, and do not represent a guaranteed AUD amount. The Shping Points credited at Cashback Settlement may correspond to a different AUD-equivalent value than displayed at the time of the qualifying purchase. The AUD amount you receive on redemption depends on the Published Rate in effect at the time of redemption, in accordance with clause 6.4.

Shping receives a commission from the merchant or affiliate network when you complete a qualifying purchase through a Cashback Offer. The cashback Shping Points credited to you are paid from this commission. The commercial relationship between Shping and the participating merchants and affiliate networks does not affect the Shping Points cashback you receive, which is determined by the advertised percentage.

4A.6 Pending Entitlements and Closure

Pending Reward Activity entitlements and pending cashback entitlements are not part of your Shping Points balance until they are validated or settled and credited to your balance. If your account is closed (whether under clause 17.3 by user request, or under clause 12 or clause 14), pending entitlements are voided and no Shping Points are credited in respect of them, unless validation or settlement was confirmed by the relevant third party before the date of closure.

Where your account is in the idle state (clause 17.2), Shping Points credited from validated Reward Activities or settled Cashback Offers are credited to your balance in the normal way; however, redemption remains disabled until you exit the idle state.

4A.7 Third-Party Content Disclaimer

Advertisements, Reward Activities, Cashback Offers, and other content delivered through third-party advertising and reward partners are produced and controlled by those third parties. Third-party content may direct you to external websites, app stores, landing pages, merchant websites, or other third-party experiences. Shping is not responsible for the content, availability, accuracy, claims, products, services, pricing, terms of sale, or privacy practices of third-party advertisers, reward partners, merchants, ad networks, or external sites.

Your dealings with any third-party advertiser, reward partner, or merchant accessed through the App, including the purchase of goods or services, payment for goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and that third party. Shping is not a party to those dealings and is not responsible for any loss or damage of any kind incurred as a result of any such dealings.

4A.8 Data Sharing for Ad and Partner Features

Shping and its advertising and reward partners may use information about your App activity, device, advertising identifiers, IP address, approximate location, ad interactions, survey responses (where applicable), click-through activity, conversion events, and other permitted information to serve, personalise, measure, verify, and improve advertising, Reward Activities, and Cashback Offers. The categories of data shared, the purposes of sharing, and the partners involved are described in the Privacy Policy.

Where your device settings restrict the use of advertising identifiers or tracking (such as iOS App Tracking Transparency or Android Advertising ID controls), Shping and its partners will respect those settings to the extent technically and legally required. Some Ad and Partner Features may be unavailable or limited where you have restricted tracking.

5. Verification Requirements

To use the Services, you must satisfy our verification requirements. You must provide us with any information that we request so that we can verify your identity and detect any money laundering, terrorist financing, fraud, or other financial crimes in accordance with applicable laws.

Information may include certain personal information, including, but not limited to, your name, address, phone number, email address, date of birth, taxpayer or other government identification, and bank account information. We may request that you provide further information or meet further requirements as required under law, or that may be reasonably necessary to protect our interests.

You authorise Shping to:

1. collect, access, process, and retain any information you provide for the purposes of the verification requirements
2. make any inquiries that we consider necessary to verify your identity and to protect against fraud or other financial crimes, whether directly or through third parties
3. disclose any personal information that may be necessary as a result of those inquiries

Information given to fulfil verification requirements must be accurate and authentic, and you must immediately inform us if any of the information you provide changes.

6. Shping Points and Redemption

6.1 Nature of Shping Points

Shping Points are a contractual reward credit issued by Shping in connection with the Services. Shping Points:

• are not cryptocurrency, digital currency, virtual currency, money, or legal tender
• are not a financial product, security, derivative, managed investment scheme, or non-cash payment facility (and to the extent any analysis would otherwise apply, the loyalty scheme exemption under ASIC Corporations (Non-cash Payment Facilities) Instrument 2016/211 is intended to apply)
• confer no proprietary right, ownership, equity, or interest in any token, asset, fund, or company
• are not transferable to other users or third parties, and may not be sold, gifted, assigned, lent, pledged, or otherwise disposed of
• have no independent monetary value outside the Shping Rewards program; their value is realised only on redemption in accordance with these Terms
• are engagement-conditional: access to redemption depends on continued participation in the program in accordance with these Terms and the Fair Usage Policy
• are recorded in our records as a contractual liability of Shping, and not as a balance of cryptocurrency or money attributable to you

Shping does not hold cryptocurrency on your behalf at any time. No SHPING tokens or other cryptocurrency are allocated, attributed, or held to your individual account at any time. Tokens used to fulfil a cryptocurrency redemption are sourced from Shping’s own treasury reserve and transferred to you at the moment of redemption.

The App may display, for information only, an estimated AUD value of your Shping Points balance calculated at the current Published Rate. The App may, in certain views and for transparency purposes only, also display a secondary indicative reference based on the spot market price of SHPING. The Published Rate is the only figure that determines the AUD value of a Cash Redemption. Any spot market reference shown in the App is informational only, will be clearly labelled and visually de-emphasised relative to the Published Rate, and does not represent the amount you will receive on redemption. You should not rely on any spot market reference for the purpose of estimating redemption value.

You acknowledge that you do not acquire Shping Points for any investment, speculative, or financial purpose, and you should not expect any profit, return, or appreciation in value from holding or redeeming Shping Points or from any SHPING tokens received under a Cryptocurrency Redemption. Participation in the Shping Rewards program is for engagement and reward purposes only.

6.2 Earning Shping Points

You earn Shping Points by completing eligible activities in the App, which may include uploading qualifying receipts, scanning products, submitting product reviews, completing brand campaign actions, participating in rewarded advertising, completing Reward Activities, and making qualifying purchases via Cashback Offers. The number of Points awarded for a given activity is set by Shping (or by the relevant brand campaign, advertising partner, third-party reward partner, or affiliate network) and may vary from time to time. Earning rules are published in the App and may be updated in accordance with clause 1.

Where Points are earned through Reward Activities or Cashback Offers that require third-party validation or settlement, the entitlement is recorded as pending until the third party confirms validation or settlement. Points are credited to your balance at the Published Rate in effect on the date validation or settlement is confirmed, in accordance with clauses 4A.4 and 4A.5.

No interest, dividend, return, or yield accrues on Shping Points.

6.3 Redemption Options

You may submit a redemption request through the App (Redemption Request). At the time of redemption, you may choose between:

• Cash Redemption — payment in AUD to your nominated Australian bank account, calculated at the Published Rate (defined below); or
• Cryptocurrency Redemption — transfer of SHPING tokens to your nominated external cryptocurrency wallet, calculated on a one-to-one (1:1) basis between Shping Points and SHPING tokens.

You may select a different option for different Redemption Requests. Each Redemption Request, once successfully processed, discharges Shping’s obligation to you in respect of the Points redeemed.

6.4 Cash Redemption and the Published Rate

The AUD value of Shping Points for Cash Redemption is determined by the rate published by Shping in the App for the relevant calendar month (the Published Rate). The Published Rate is set for each calendar month and is not set by reference to the spot market price of SHPING at the time of redemption.

The Published Rate is calculated by reference to the average market price of SHPING in the prior calendar month, subject to adjustment by Shping of up to plus or minus twenty-five percent (±25%) from that calculated average (the Methodology). Adjustments within this band are applied by Shping acting reasonably and in good faith, having regard to objective factors including volatility smoothing across calendar months, treasury management, operational sustainability of the program, fraud prevention, prior period variation between calculated and realised rates, and reasonable operating margins. A summary of the Methodology, including the factors typically considered when adjustments are applied, is published in the App.

The Published Rate for each calendar month is published in the App on or about the first day of that month and applies to all Redemption Requests approved during that month. The Published Rate that applies to a Redemption Request is the rate in effect at the time the Redemption Request is submitted. A Redemption Request submitted before the end of a calendar month is processed at that month’s Published Rate even if final settlement occurs in the following month.
Cash Redemptions are settled from Shping’s operating funds. No cryptocurrency is held by us for you, transferred to you, or sold by us on your behalf as part of a Cash Redemption.

Processing times for Cash Redemptions, availability of funds, and transaction completion may be subject to bank or third-party payment processor handling and may vary.

6.5 Cryptocurrency Redemption

Each Shping Point redeemed under a Cryptocurrency Redemption is fulfilled by Shping transferring one (1) SHPING token from Shping’s own treasury reserve to your nominated external cryptocurrency wallet. The 1:1 ratio is fixed and is not determined by reference to the spot market price of SHPING. For the avoidance of doubt, no SHPING tokens or any reserve of SHPING tokens are allocated, attributed, or held on a per-user basis at any time; the treasury reserve is held by Shping for its own account and is not held in trust or in any custodial capacity for users.

Where SHPING undergoes a token contract migration, blockchain-level event, or similar technical event outside our reasonable control, we may substitute the SHPING tokens transferred under a Cryptocurrency Redemption with equivalent successor tokens or other reasonable equivalent on a 1:1 basis without further notice. Any change to the 1:1 ratio between Shping Points and SHPING tokens (or any successor token) is a material change to these Terms and will be made only in accordance with clause 1.

You are solely responsible for the accuracy, security, and accessibility of your nominated cryptocurrency wallet. We are not liable for losses arising from incorrect, inaccessible, frozen, or compromised wallets, or from blockchain errors outside our reasonable control. Cryptocurrency Redemptions are settled on the Ethereum blockchain.

We may decline to transfer to a wallet that, in our reasonable opinion, is associated with sanctioned persons, illicit activity, mixers, or any jurisdiction or service we have notified as restricted. We may require additional verification of wallet ownership before settlement.

A Cryptocurrency Redemption is a transfer by Shping of an asset already owned by Shping in fulfilment of our contractual obligation to you. It is not a sale, exchange, or conversion service provided by us to you. The 1:1 ratio between Shping Points and SHPING tokens applies only at the moment of, and within, a Cryptocurrency Redemption.

You acknowledge that, after a SHPING token transfer is completed to your nominated wallet, you alone bear all market risk, price volatility, custody risk, and risk of loss in value associated with the transferred tokens. SHPING is a volatile digital asset and its market value may rise or fall after transfer. We have no responsibility for any change in value of SHPING tokens after transfer, for the security of any external wallet or exchange used by you, or for any subsequent disposal or use of the tokens.

6.6 SHPING Token

SHPING is a separate digital asset that exists on the Ethereum blockchain. The market value of SHPING is determined by third-party exchanges and is volatile. Shping does not warrant or maintain the market value of SHPING, and does not guarantee its liquidity, tradability, or future usability. The market price of SHPING may differ materially from the rate at which Shping Points are redeemed for SHPING under clause 6.5.

Shping does not allow users to trade, purchase, or sell SHPING directly within the App. Any such transactions must be carried out through third-party exchanges or platforms, subject to their respective terms and conditions.

6.7 Limits and Eligibility

Redemption limits, including monthly redemption caps by account tier, minimum and maximum redemption amounts, frequency limits, and any applicable processing fees, are set out in the Fair Usage Policy and may be updated from time to time in accordance with clause 1.

Redemption is subject to program rules, applicable limits, KYC and compliance checks, and operational availability. Shping does not guarantee redemption at any specific time, within any specific timeframe, or in any specific amount, and time is not of the essence in respect of any Redemption Request. Settlement timing for Cash Redemptions and Cryptocurrency Redemptions may be affected by bank, payment processor, exchange, or blockchain network handling.

You may only submit one Redemption Request at a time. Shping reserves the right to reject or cancel any Redemption Request that is deemed fraudulent, in breach of these Terms, or otherwise ineligible.

Shping may, acting reasonably and in good faith, deny, delay, suspend, or reverse redemptions where reasonably necessary for fraud prevention, account verification, security reviews, regulatory compliance, suspected misuse of the App, or other legitimate operational requirements. We will give you reasons where it is reasonably possible and lawful to do so.

You are solely responsible for ensuring that all details provided for redemption, including bank account details and cryptocurrency wallet addresses, are accurate and current. Shping is not liable for failed transactions or lost funds resulting from incorrect user input or inaccurate information provided by you.

Shping reserves the right to modify, suspend, or discontinue redemption methods or redemption options on reasonable notice in accordance with clause 1, provided that such changes do not affect Redemption Requests that have already been successfully initiated.

6.8 Treasury and Funding

Shping maintains its own treasury reserves of cash and digital assets to support the operation of the Shping Rewards program. Shping may, on its own timing and through registered exchanges, periodically dispose of treasury digital assets (including SHPING tokens) to fund general business operations. Such treasury activity is conducted by Shping for its own account and on its own timing for treasury management purposes; it is not undertaken on behalf of any user, and is not directly tied to or initiated in response to any individual Redemption Request.

Cash Redemptions are funded from Shping’s operating funds, which include affiliate commissions, advertising revenue, brand campaign budgets, and other operating cash. Cryptocurrency Redemptions are fulfilled from Shping’s pre-acquired SHPING token reserve.

6.9 Use of Unredeemed Points

Unredeemed Shping Points represent a contractual liability of Shping recorded in our records. They do not constitute property of, or assets held in trust for, the user. To the extent permitted by applicable law, Shping may manage its operating cash, treasury reserves, and platform infrastructure in connection with the Shping Rewards program for any lawful business purpose, including research, development, liquidity management, treasury operations, and other operational purposes. Such management does not alter or expand any user rights, and users’ rights remain limited to requesting redemption in accordance with these Terms, the Fair Usage Policy, and the redemption limits and conditions specified in the App.

6.10 Security and Adjustments

While Shping implements reasonable technical and organisational measures to safeguard the platform infrastructure and the integrity of the Shping Rewards program, no system can be completely secure. By participating in the Shping Rewards program, you accept the associated risks, including potential unauthorised access, security breaches, or system failures. Users are encouraged to redeem accrued Points regularly.

In the event of a platform compromise, security incident, or fraudulent activity, Shping may, acting reasonably and in good faith, adjust account balances to the extent reasonably necessary to reverse or correct credits that were issued as a direct result of the incident, fraud, or unauthorised activity. Any such adjustment will be limited to balances credited as a result of the relevant incident, will be applied on a documented basis, and will be notified to affected users where lawful and reasonably practicable. This clause does not authorise across-the-board pro-rata reductions of balances unrelated to the incident.

6.11 Migration of Existing Balances

If at any time Shping transitions the Shping Rewards program from a previous reward unit (such as a previously named coin balance) to Shping Points under these Terms, Shping will determine the migration of accrued balances using a reasonable, transparent reference methodology applied consistently across users. Shping will publish the methodology and the migration date in advance, and will provide reasonable advance notice and an opportunity to redeem accrued balances under the previous arrangements (subject to applicable limits, KYC, and program rules) before the migration takes effect. Migration is governed by, and subject to, the program rules and limits in force at the relevant time.

6.12 Suspension or Discontinuation of the Program

Shping may suspend, modify, or discontinue the Shping Rewards program (in whole or in part), and may suspend, modify, or discontinue Cash Redemption, Cryptocurrency Redemption, or any other redemption method, in each case in accordance with clause 1 and subject to applicable law. If the Shping Rewards program is discontinued, we will provide a redemption window of no less than 90 days during which users may redeem accrued Shping Points before closure, in accordance with these Terms, the Fair Usage Policy, and the App.

7. Uploading Receipts

To access certain Services, you may be required to upload receipts or other proof of purchase. Each receipt or proof of purchase uploaded to the App must be clear and legible, untampered with, complete, and in its original form, and must be uploaded no later than seven days after the purchase date shown on the receipt unless Shping specifies otherwise in the App.

Each uploaded receipt must be original, must not have been previously uploaded to the App by you or by any other user, and must relate to a genuine, fully completed purchase made by the original purchaser. Receipts must be for personal use only, must not relate to purchases made on behalf of any third party unless expressly permitted by Shping, and must be valid, fully settled tax invoices or receipts for the purchase of goods or services. Receipts must not relate to purchases that have been, or are intended to be, returned, refunded, reversed, cancelled, or otherwise unwound.

Where a retailer loyalty program, store account, payment card, or other purchase credential is relevant to the claim, it must belong to you or be used by you with lawful authority and any required permissions, and any credit or debit card used must have been lawfully used by you in accordance with these Terms and applicable law.

Shping may, acting reasonably and in good faith, reject any receipt, reverse associated rewards, require further verification, or suspend or terminate your account where these requirements are not met or where Shping reasonably suspects fraud, misuse, or non-compliance.

Users may submit user-generated content through the App in accordance with these Terms and the Shping Review Content & Moderation Policy.

8. Loyalty Club

8.1 Loyalty Club and Loyalty Club Programs

As part of the Services, the App hosts various loyalty reward programs which you may register for (Loyalty Club). Shping operates the Loyalty Club in collaboration with various approved brands (each a Brand) who in turn operate respective loyalty reward programs (each a Loyalty Club Program).

While the Loyalty Club is hosted by Shping, the rules and rewards which govern each Loyalty Club Program are provided by the respective Brand. It is your responsibility to read and review the rules and reward structure provided under a Loyalty Club Program, including eligibility requirements for any purchases you make in respect of a Loyalty Club Program. The rules and rewards of a Loyalty Club Program can be found in the respective Brand loyalty cards shown in the App.

As a member of a Loyalty Club Program, you may, in addition to Shping’s standard terms, be subject to Brand-specific terms and conditions. Brand-specific terms and conditions are at the discretion of the respective Brand and are made available on registration into the relevant Loyalty Club Program. It is your responsibility to familiarise yourself with these terms and conditions where applicable.

8.2 Booster Credits, Loyalty Rebates and Cashback Credits

Where a Brand campaign provides booster credits or loyalty rebates (together with cashback credited under clause 4A.5, Enhanced Rewards), Enhanced Rewards are credited to your account as Shping Points and form part of your Shping Points balance. In addition, the AUD value of Enhanced Rewards credited in a given calendar month, calculated at the Published Rate in effect on the date of credit, is added to your monthly redemption cap for that calendar month only. Any portion of the increased cap that is not used in the calendar month in which the Enhanced Rewards were credited does not carry forward, and the standard tier cap applies in subsequent months. Enhanced Rewards otherwise follow the same treatment as Shping Points under these Terms, including in respect of redemption, idle state, account closure, and reactivation.

8.3 Restriction on Rebates

Enhanced Rewards which may be provided to you from time to time as part of membership with a Loyalty Club Program or under a Cashback Offer are subject to any applicable rebate or cashback limitations provided by Shping, the respective Brand, or the relevant affiliate network or participating merchant, including, but not limited to, restrictions on purchase location, purchase at recommended retail price, purchase limit requirements, or merchant eligibility.

Enhanced Reward restrictions, if any, will be made available on the App at the point of purchase.

8.4 Brand Powers

Each Brand, as the operator of its respective Loyalty Club Program, may:

1. change or amend the rules and rewards provided by the Loyalty Club Program from time to time
2. suspend the Loyalty Club Program or any part of the Loyalty Club Program at its own discretion
3. stipulate eligibility conditions under which you may be provided entry into the Loyalty Club Program

In the event of suspension of a Loyalty Club Program, any rewards, perks, or other benefits provided in relation to the suspended Loyalty Club Program will cease from the date of suspension. This will not apply to any purchases validly made prior to the suspension of the relevant Loyalty Club Program.

9. User Content

9.1 Sharing, Ownership and Licence

Some activities of the App require users to post, submit, publish, display, upload, message, supply, transmit, or otherwise make available information, materials, reviews, ratings, text, images, videos, metadata, and other content to other users or persons (Content). Shping reserves the right to moderate Content but is not responsible for any Content posted to or made available through the App.

You retain ownership of the Content you make available in connection with the App.

By posting, submitting, uploading, transmitting, messaging, supplying, or otherwise making Content available through the App, you grant Shping a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, transferable, and sublicensable licence to host, store, copy, reproduce, use, analyse, process, adapt, edit, reformat, translate, publish, communicate, display, perform, distribute, transmit, create excerpts from, create derivative works from, and otherwise exploit that Content, including any concepts or ideas contained in that Content, in any media, format, or distribution channel now known or later developed, for any purpose, including commercial, promotional, operational, research, analytics, advertising, verification, and platform-related purposes, without further notice to or compensation to you.

Without limitation, this licence includes the right for Shping to:

1. make Content available to brand partners, retailers, marketplaces, search engines, advertising partners, analytics providers, service providers, and other third parties
2. publish, distribute, syndicate, license, and sublicense Content inside and outside the App
3. use Content in connection with reviews, ratings, product information, search results, audience insights, campaign measurement, advertising, promotion, market research, analytics, and other commercial or operational activities
4. monitor, protect, enforce, and defend the rights granted to Shping in relation to Content, including taking action against unauthorised use of Content by third parties

This licence does not end merely because you delete Content from the App or delete your account, to the extent that the Content has already been used, shared, syndicated, sublicensed, incorporated into reports, analytics, ratings feeds, product listings, archives, backups, or other materials, or where continued retention or use is reasonably necessary for legal, compliance, fraud prevention, evidentiary, business, operational, moderation, or enforcement purposes.

By sharing Content via the App, you warrant that you are solely responsible for the transmission, accuracy, completeness, and publication of that Content, that you have all rights, consents, and permissions necessary to grant the rights set out in these Terms, and that your Content does not and will not infringe or violate the rights of any third party.

Shping’s rights in relation to collecting your data and personal information are separately outlined above and in our Privacy Policy.

To the extent permitted by applicable law, you consent to Shping, its sublicensees, and any person authorised by Shping doing any acts or making any omissions in relation to your Content that may otherwise infringe your moral rights (or similar rights) in that Content, including failing to identify you as author, attributing authorship in a manner determined by Shping, and editing, adapting, reformatting, excerpting, translating, combining, or otherwise modifying the Content.

9.2 User and Third Party Content

Other users’ and third parties’ Content, including product and other information, is based on information provided by, or sourced from, other users and third parties. As a result, Shping has no control over the accuracy, quality, legality, or safety of Content provided by, or sourced from, other users and third parties using the App. Shping has no responsibility to confirm the identity of users or third parties, nor confirm or verify the Content being provided through the App.

9.3 Shping Content Standards

Shping is excited for you to contribute to the App. In doing so, we expect you to honour and respect our Content standards.

Any Content you share to the App must be:

1. genuine and informative
2. in connection with a product that you have actually used

You may not share Content in connection with the App that:

1. is offensive, objectionable, supports or praises terrorism, organised crime, or hate groups
2. contains threats or hate speech, harasses or allows harassment of other users
3. attempts to disrupt, degrade, impair, or violate the integrity of the App, or that exposes Shping or any other users to any type of harm
4. infringes, dilutes, misappropriates, or otherwise violates any privacy, intellectual property, publicity, or rights of other users or third parties
5. contains software viruses, programs, or other computer code that may disrupt the provision of the App

The App is a public place. Do not post Content containing personal information to the App, including, without limitation, any phone numbers, street addresses, or email addresses. Shping has a right, but not an obligation, at our sole discretion, to review and remove any Content at any time for any reason.

9.4 Reviews, Incentives and Neutrality

Shping may offer users rewards or incentives for submitting product reviews through the platform. These rewards are provided solely for participation and are not conditional on the rating, sentiment, or content of a review. Shping does not influence, encourage, suppress, or modify review sentiment on behalf of any brand, retailer, advertiser, or third party.

9.5 Reviews, Ratings, Syndication and Enforcement

Without limiting section 9.1, by submitting a product review or rating, you grant Shping the rights set out in section 9.1 in relation to that review and any associated rating, title, text, image, video, timestamp, product identifier, retailer identifier, verification status, verification metadata, and related information.

You acknowledge and agree that Shping may publish, display, reproduce, distribute, syndicate, license, and sublicense reviews and ratings to third-party platforms, search engines, marketplaces, retailers, brands, review aggregation services, advertising partners, analytics partners, and other commercial or operational partners, including Google Product Ratings and similar services, for purposes including product information display, ratings display, search visibility, review syndication, analytics, verification, insights, advertising, promotion, attribution, and commercialisation.

Shping has the right, but not the obligation, to monitor, protect, enforce, and defend rights in submitted reviews and ratings, including by issuing takedown requests, infringement notices, cease and desist communications, platform complaints, and legal claims in relation to unauthorised copying, scraping, extraction, republication, distribution, display, or commercial use by third parties.

9.6 Editorial Independence

Shping operates as an independent review platform. Brands, retailers, advertisers, and partners do not control which reviews are published, removed, prioritised, or syndicated, except as required by Shping’s standard moderation policies. No third party may influence review visibility or distribution based on sentiment, rating, or commercial relationships.

All user-generated content, including reviews, comments, images, and video, is additionally governed by the Shping Review Content & Moderation Policy, which is incorporated by reference into these Terms.

9.7 Unauthorised Use of Reviews and Content

Except as expressly authorised in writing by Shping, no person may copy, reproduce, scrape, extract, republish, distribute, display, adapt, commercialise, exploit, text-and-data mine, ingest into datasets, use for training or improving machine learning or artificial intelligence systems, or otherwise use any Content, including reviews and ratings made available through the App or any Shping-operated review or content platform.

Where Content is owned by a user, nothing in these Terms limits Shping’s right to enforce the licence rights granted to it under these Terms. Unauthorised use of Content may result in suspension or termination of access to the App, legal demands, takedown requests, and any other action available to Shping at law or in equity.

10. Supplemental Terms

Supplemental terms may apply to certain features of the App such as policies for a particular event, activity, or promotion, or a particular category of Services. Supplemental terms will be provided to you in connection with the applicable Services. Any supplemental terms are in addition to, and shall be deemed a part of, these Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services. Activities we undertake with third parties may require you to agree to terms and conditions required by those third parties.

11. Mandatory Account Review

If an account is flagged for review, Shping may request that the user participate in a verification process, which may include a video call to confirm account activity.

During the validation process, Shping may request users to:

1. share their screen while they log in to their own profiles of relevant programs, such as Flybuys or Everyday Rewards, to verify purchases associated with uploaded receipts, as well as relevant credit card statements to validate matching transactions as necessary
2. participate in random validations with retailers related to the uploaded receipts to confirm that purchases were completed and not returned

Any information collected during account review is used solely for fraud prevention and verification purposes and is handled in accordance with the Privacy Policy.

12. Suspension and Termination

12.1 Breach of Terms

By using the App and the Services, you agree that you will not:

1. breach any of the terms set out in these Terms or any supplemental terms provided in connection with these Terms
2. take any action contrary to Shping’s provision of the App and the Services
3. do anything to damage Shping, the App, or the Services
4. provide any information to Shping, including personal information and account creation details, that is not accurate
5. scan barcodes by any means other than from the physical product located in a retail store
6. scan or interact with products or barcodes other than in good faith for the purpose of purchase or receiving further information about the product through the App
7. create or use more than one account on the App
8. breach the Fair Usage Policy
9. use the App on any device other than a supported mobile device
10. engage in fraud, automation, duplication, manipulation, or other invalid activity in relation to advertising, Reward Activities, or Cashback Offers (including the use of bots, click farms, VPNs to misrepresent location, or artificial generation of survey responses, ad views, click-throughs, or conversion events)
11. engage in any other activity contrary to the intended use of the App and Services

12.2 Action We May Take Where You Breach These Terms

Where you breach these Terms or Shping reasonably suspects fraudulent or unauthorised activity, Shping may, acting reasonably and in good faith, proactively audit your account and related activities. Shping may, acting reasonably and in good faith and in conjunction with any relevant Brand, third-party reward partner, or affiliate network:

1. request evidence of participation in activities for which rewards were issued
2. request proof of identity or purchase to verify legitimacy
3. reverse, claw back, confiscate, or demand return of any rewards, benefits, rebates, cashback, or Shping Points earned through the App, including Points credited from rewarded advertising, Reward Activities, or Cashback Offers where the conversion is invalidated, reversed, or determined to be fraudulent and the user’s own conduct contributed to that outcome
4. suspend or terminate your account immediately, without prior notice
5. prohibit you from creating new accounts if previously banned or suspended, with attempts to circumvent this prohibition considered fraudulent, leading to immediate termination and potential legal reporting
6. remove or refuse publication of any content that does not comply with the Shping Review Content & Moderation Policy
7. take any other action Shping deems necessary to protect the integrity and security of its platform

In the event your account is permanently banned or terminated under this clause for breach, fraud, AML/CTF, sanctions, or other compliance grounds (each, a Breach Closure), Shping may claw back or confiscate any Shping Points balance attributable to your account, and the persistent-balance and reactivation provisions of clause 17 do not apply. The retention or treatment of any associated personal data is governed by clause 17.5 and the Privacy Policy.

12.3 Unauthorised Use by Third Parties

In the event that you notify Shping of any unauthorised use of your account, or Shping reasonably suspects unauthorised use, Shping is under no obligation to detect such use and may, acting reasonably and in good faith, take such action as Shping considers appropriate in the circumstances, including suspending or terminating your account and/or use of the App.

13. Nature of Relationship

Nothing in these Terms creates a fiduciary, custodial, deposit-taking, or trust relationship between Shping and members. Shping does not provide custody of cryptocurrency or money on behalf of users. Participation in the Shping Rewards program is a contractual arrangement governed solely by these Terms, and members acknowledge that Shping Points are a form of loyalty reward without independent monetary value.

14. Law

Shping may, acting reasonably and in good faith, suspend or terminate your account and/or use of the App where:

1. we suspect money laundering, terrorist financing, fraud, or any other financial crime
2. in our reasonable opinion, we are required to do so by applicable law or other governmental authority

15. Intellectual Property

The App is owned and operated by Shping, and all content, except for your Content and other user or third-party Content as discussed above, including but not limited to text, software, scripts, code, designs, graphics, photos, sounds, music, videos, interactive features, patents, copyrighted or copyrightable material, trademarks, and other intellectual property (collectively, Shping Content) is owned by, or licensed to, Shping.

Shping grants you a personal, revocable, non-transferable, non-sublicensable, and non-exclusive licence to access and use the App.

Except as expressly permitted by applicable law or authorised by Shping in writing, you agree not to appropriate, licence, modify, rent, lease, loan, sell, distribute, create derivative works from, or otherwise exploit the App, the App’s software, any Shping Content, or any Content made available through the App, in whole or in part.

For the avoidance of doubt, the restrictions in this section also apply to unauthorised access to, scraping of, extraction of, copying of, republication of, distribution of, display of, or commercial use of user Content made available through the App or any Shping-operated review or content platform, except to the extent expressly permitted by these Terms or by Shping in writing.

You further agree not to:

1. copy, reproduce, distribute, republish, display, or publicly communicate content or data from the App without explicit permission
2. reverse engineer, disassemble, decompile, or otherwise attempt to discover or derive the source code or internal structure of the App
3. use, deploy, or attempt to use any automated system, software, bot, script, scraper, crawler, data mining tool, harvesting tool, extraction tool, or similar technology to access, extract, download, harvest, index, copy, or collect data, content, reviews, ratings, metadata, or user information from the App, whether for personal use, commercial use, resale, republication, competitive purposes, or otherwise
4. circumvent security features or otherwise gain unauthorised access to any portion of the App or its systems
5. use the App in any manner that could damage, disable, overburden, impair, or interfere with Shping’s services or any other party’s use of the App

Violation of these restrictions may result in immediate suspension or termination of your account and may lead to legal action, takedown requests, injunctive relief, damages claims, or other enforcement steps by Shping.

16. Commercial Electronic Messaging

By creating an account, you agree that Shping or its affiliates may send you electronic communications, including email, SMS, in-App messages, and push notifications, in connection with the operation of the App and the Services, including transactional, service, administrative, promotional, and marketing communications, subject to applicable law.

Where required by applicable law, Shping will provide unsubscribe, opt-out, or preference-management functionality for commercial electronic messages, except where a lawful exemption applies. You acknowledge that opting out of certain communications may affect your use of the App or Services, and that you cannot opt out of messages that are strictly necessary for account security, fraud prevention, transaction processing, redemptions, legal compliance, or the administration of your account.

17. Account Lifecycle, Idle State and Closure

This clause sets out how engagement with the App affects your account status and your ability to redeem Shping Points. Shping Points are engagement-conditional (see clause 6.1): access to redemption depends on continued participation in the program. Outside of a Breach Closure under clause 12, Shping does not initiate account closure based on inactivity, and your Shping Points balance is not forfeited because you have stopped using the App. Your balance persists in your account and, on user-initiated closure, is preserved in accordance with clause 17.3 below.

17.1 Account Tiers and Tier Degradation

The Shping Rewards program operates on a tier system as set out in the Fair Usage Policy. To progress to a higher tier and to maintain a tier above Basic, you must complete the qualifying activities specified in the Fair Usage Policy and the App.

Where you do not complete the qualifying activities required to maintain your current tier in a given calendar month, your account will be moved down one tier on the anniversary date of your last tier change. Tier degradation occurs at a maximum rate of one tier per month and continues until your account reaches Basic Tier. Tier degradation does not affect your accrued Shping Points balance; it only affects the monthly redemption cap available to you (see Fair Usage Policy clause 6.1).

17.2 Idle State

Where your account has reached Basic Tier and you do not complete any qualifying activity for three (3) consecutive calendar months, your account will move to an idle state. While your account is in the idle state:

• your account remains open
• your Shping Points balance is recorded in your account and remains available for redemption once your account exits the idle state
• redemption (cash and cryptocurrency) is disabled
• you may continue to use non-redemption features of the App, including participating in Reward Activities and Cashback Offers; Points credited from validated Reward Activities or settled Cashback Offers will be credited to your balance but cannot be redeemed until you exit the idle state

To exit the idle state and re-enable redemption, you must level up from Basic Tier to at least Bronze Tier by completing the qualifying activities specified in the Fair Usage Policy and the App. On levelling up, redemption is re-enabled at the cap of your then-current tier and the Published Rate then in effect.

Shping does not close accounts solely on the basis of inactivity or the idle state. Your balance is not forfeited because your account is idle.

17.3 User-Initiated Account Closure

You may close your account at any time through the App. On user-initiated closure:

• your access to the App and the Services ends
• any pending Reward Activity entitlements and pending cashback entitlements that have not been validated or settled by the date of closure are voided and no Shping Points are credited in respect of them
• your personal information is removed or de-identified in accordance with the Privacy Policy, except for information that Shping is required by law to retain (including KYC, AML/CTF, tax, and fraud-prevention records) and information necessary to administer the reactivation right described below
• your Shping Points balance is not forfeited on closure. The balance is preserved and is linked to the mobile number associated with your account at the time of closure (the Reactivation Identifier)

Reactivation works as follows:

• Within twelve (12) months of closure: you may reactivate your account by logging in with the Reactivation Identifier and verifying a one-time PIN sent to that mobile number. On reactivation, your preserved balance is restored to your reactivated account, and standard program rules apply. You will be required to re-supply any personal information necessary to use the App and to satisfy KYC and verification requirements at the time of reactivation.
• More than twelve (12) months after closure: reactivation requires identity re-verification through Shping support, including KYC checks. Shping may decline reactivation where the user cannot satisfy KYC or where Shping reasonably suspects the Reactivation Identifier is no longer controlled by the original account holder (for example, where the mobile number has been reassigned by a telecommunications provider).

Reactivation does not restore deleted personal information, content history, social connections, or voided pending entitlements; it restores only the Shping Points balance and re-establishes account access.

17.4 Long-Stop and Release of Unclaimed Balances

Where a closed account is not reactivated for a continuous period of seven (7) years from the date of closure, Shping may release the preserved Shping Points balance to its general operating funds. After release, the balance is no longer recoverable. Shping will treat any release in accordance with applicable unclaimed money laws where they apply. The seven-year period aligns with the statutory retention period for AML/CTF identification records.

17.5 Closure under Clause 12 or Clause 14

Where your account is closed under clause 12 (Breach Closure) or clause 14 (legal or regulatory requirement), the persistent-balance and reactivation provisions of clauses 17.3 and 17.4 do not apply. Shping may forfeit, claw back, or otherwise deal with any associated Shping Points balance in accordance with clause 12.2 and applicable law. The retention of associated personal data is governed by the Privacy Policy and applicable statutory retention obligations.

17.6 Effect of Closure on Content and Other Rights

On any closure of your account, whether under clause 17.3, clause 17.5, or otherwise:

• your right to access the App and the Services ends
• any Content licences, data rights, and other rights granted to Shping under these Terms continue in accordance with their terms
• Shping may retain de-identified, aggregated, or anonymised information derived from your account for analytics, reporting, and product improvement purposes

18. Taxes

You are solely responsible for determining whether taxes arise as a result of the Services and paying any applicable taxes as required by law. Without limiting the foregoing, you acknowledge that amounts received under a Cash Redemption may constitute assessable income or otherwise be taxable in your hands, and you may also have capital gains tax or other obligations in respect of any SHPING tokens received under a Cryptocurrency Redemption (including in respect of any subsequent disposal). Different categories of Shping Points earnings (including from receipt uploads, product reviews, Reward Activities, surveys, advertising, and Cashback Offers) may have different tax treatments. You should consult tax advisors and otherwise conduct your own due diligence before making any decisions with respect to the Services.

You understand and acknowledge that Shping does not provide any tax, legal, or investment advice with respect to the Services. You also understand and acknowledge that Shping will withhold, report, or do any such other act as required by applicable law, with respect to taxes that may arise as a result of the Services.

Shping may from time to time require you to provide tax or other documentation as required by applicable law. Failure to provide the relevant documentation within a reasonable time may result in the suspension or termination of your account in accordance with these Terms.

19. Disclaimer

Use of the App is at your own risk. Everything on the App and all content and Services are provided on an “as is” and “as available” basis, without warranty or condition of any kind, except as cannot be excluded under applicable law.

To the fullest extent permitted by law, Shping and its affiliates, directors, officers, employees, agents, contributors, and licensors make no express or implied representations or warranties of any kind, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, security, accuracy, reliability, or suitability.

This includes, without limitation, any loss or damage arising from failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third-party conduct, theft, destruction, alteration, or unauthorised access to records; the presence of any viruses, malware, or other harmful material on the App; the accuracy, suitability, legality, completeness, or currency of any information on the App, including User Content, advertising content, third-party reward content, merchant content, and other third-party material; errors, inaccuracies, or omissions in the listing of rewards, payments, pricing, promotions, products, advertising, Reward Activities, Cashback Offers, or other information; the value, liquidity, marketability, tradability, redemption, conversion, or future usability of SHPING tokens or other digital assets; any temporary or permanent suspension of redemption, withdrawal, transfer, sale, conversion, or exchange functionality; any failure of tracking, attribution, validation, or settlement in connection with Reward Activities or Cashback Offers; or the suspension or termination of your account in accordance with these Terms.

You acknowledge that Shping Points are loyalty rewards only. They are not legal tender, do not represent a right to payment or redemption except as expressly provided by Shping in accordance with these Terms, may hold no monetary value at any time, and do not constitute deposits, stored value, securities, investment products, custodial assets, or financial products. For the avoidance of doubt, Shping does not provide banking, deposit-taking, custodial, fiduciary, financial advisory, or investment services in respect of Shping Points or any digital asset.

You expressly agree that Shping does not provide health, medical, legal, tax, financial, or other professional advice via the App. All content provided through the App, whether by Shping, users, advertisers, third-party reward partners, merchants, or other third parties, including text, photographs, images, illustrations, graphics, audio, video, reviews, ratings, recommendations, advertising, or promotional material, is for general information purposes only and should not be relied on as professional advice or used as a substitute for information contained on product packaging or labels. Any consumer decisions, purchases, product selections, or other actions taken based on information presented through the App are made at your own discretion and risk.

20. Indemnity

To the extent permitted by applicable law, you indemnify and hold Shping harmless on demand from and against any third-party claim, demand, or legal proceeding brought against Shping, and any damage, loss, charge, cost, expense, outgoing, or payment that Shping pays, suffers, incurs, or is liable for in respect of such a third-party claim, where the claim arises out of or in connection with:

1. your Content
2. your breach of these Terms
3. your misuse, unauthorised use, or unlawful use of the App or Services
4. your violation of applicable law or the rights of any third party
5. your interaction with any third-party advertiser, reward partner, affiliate network, or merchant accessed through the App

For the avoidance of doubt, the term “third-party claim” in this clause includes claims brought by advertising partners, third-party reward partners (including Prodege and its clients), affiliate networks, and participating merchants where the claim arises from your conduct in relation to the relevant Ad and Partner Features.

This indemnity does not apply to the extent that any claim, loss, or liability is caused or contributed to by Shping’s own negligence, wilful misconduct, breach of these Terms, or breach of applicable law. This indemnity is limited to third-party claims brought against Shping and does not extend to Shping’s own first-party losses.

Your rights with respect to Shping are not modified by the foregoing indemnification if the laws of your country of residence, applicable as a result of your use of the App, do not permit it.

21. Limitation of Liability

To the maximum extent permitted by applicable law, Shping will not be liable for any indirect, incidental, special, exemplary, consequential, or punitive damages, or for any loss of profits, revenue, goodwill, opportunity, anticipated savings, data, or business, whether incurred directly or indirectly, arising out of or in connection with your use of the App, the Services, Shping Points, or these Terms.

To the maximum extent permitted by applicable law, Shping’s total aggregate liability to you in connection with these Terms, the App, the Services, or Shping Points, however arising (including in contract, tort, statute, or otherwise), is limited to the greater of: (a) the AUD value (calculated at the Published Rate in effect at the time the claim arose) of Shping Points redeemed by you in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) one hundred Australian dollars (AUD $100).

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, statutory right, or other right that cannot lawfully be excluded, restricted, or modified under applicable law, including the Australian Consumer Law. Where liability cannot be excluded but can be limited, Shping’s liability is limited to the maximum extent permitted by law.

22. Force Majeure

Shping is not liable for any failure to perform, or any delay in performing, any obligation under these Terms (other than an obligation to pay money for amounts already accrued and due for payment) where the failure or delay is caused by or contributed to by any event or circumstance outside Shping’s reasonable control, including: acts of God; natural disasters; pandemics or public health emergencies; acts of war, terrorism, or civil unrest; government actions, sanctions, or changes in law; failures, outages, or restrictions of telecommunications, internet, power, banking, payment processor, or financial market infrastructure; failures, outages, restrictions, forks, contract migrations, or other events affecting the Ethereum blockchain or other blockchain networks; failures, outages, throttling, suspensions, or changes in service by third-party advertising networks, third-party reward partners, affiliate networks, identity verification providers, KYC providers, cryptocurrency exchanges, custodians, or other third parties on which the App or Services depend; cyberattacks, denial-of-service attacks, or other malicious third-party conduct; industrial action; or any combination of these (each, a Force Majeure Event).

Where a Force Majeure Event affects Shping’s performance, Shping will use reasonable efforts to mitigate the effect and to resume performance as soon as reasonably practicable. Shping will notify affected users through the App or by email where it is reasonably practicable to do so.

23. No Employment, Contractor, or Wage Relationship

Your participation in the Shping Rewards program, including earning Shping Points through any Activity (including receipt uploads, product scans, product reviews, brand campaigns, rewarded advertising, Reward Activities, and Cashback Offers), is voluntary and does not create any employment, contractor, agency, partnership, joint venture, or similar relationship between you and Shping. You are not an employee, contractor, agent, or worker of Shping in any sense.

Shping Points are not wages, salary, commission, or other remuneration for work, services, or labour. Time spent participating in Activities does not constitute working time and is not subject to minimum wage, overtime, leave, superannuation, workers’ compensation, or other employment-related entitlements.

You participate in the program at your own discretion and may stop participating at any time without notice. Shping does not direct or control how, when, or whether you participate. No guaranteed level of income, earnings, or rewards is offered or implied.

24. Governing Law and Dispute Resolution

24.1 Governing Law

These Terms are governed by the laws of Victoria, Australia. You submit to the non-exclusive jurisdiction of the courts of Victoria and any courts competent to hear appeals from those courts. Nothing in this clause prevents either party from seeking urgent injunctive or interlocutory relief from any court of competent jurisdiction.

24.2 Informal Resolution

If you have a dispute or complaint relating to these Terms, the App, the Services, or any redemption or reward, you agree to first attempt to resolve the matter informally by contacting Shping at info@shping.com. Your notice should describe the nature and basis of the dispute and the relief you are seeking. Shping will acknowledge receipt within five (5) business days and will use reasonable efforts to investigate and respond within thirty (30) days of receipt.

24.3 Escalation and Mediation

If the dispute is not resolved within forty-five (45) days of Shping’s receipt of your notice under clause 24.2, either party may propose mediation. Mediation will be conducted by a mediator agreed between the parties or, failing agreement within fourteen (14) days, appointed by the President (or the President’s nominee) of the Resolution Institute. Mediation will be conducted in Melbourne, Victoria, unless the parties agree otherwise, and each party will bear its own costs of the mediation and share equally the costs of the mediator and venue.

24.4 Court Proceedings
Court proceedings may only be commenced after the steps in clauses 24.2 and 24.3 have been attempted, except where: (a) the dispute requires urgent injunctive or interlocutory relief; (b) the dispute concerns a matter that cannot lawfully be the subject of pre-proceeding dispute resolution; or (c) Shping reasonably considers that delay would prejudice its rights or those of other users.

24.5 External Dispute Resolution

Nothing in this clause limits your right to lodge a complaint with the Australian Competition and Consumer Commission, the Office of the Australian Information Commissioner, the Australian Financial Complaints Authority (where applicable), or any other regulator or external dispute resolution body with jurisdiction over your complaint.

25. Notice and Communications

Shping may give you notice under these Terms by: (a) email to the email address registered to your account; (b) SMS to the mobile number registered to your account; (c) in-App notification; (d) push notification (where enabled on your device); or (e) posting on shping.com or in the App. Notice is deemed to have been given when sent by Shping to the relevant contact details on record, or when posted in the App or on shping.com, whichever is earliest.

You are responsible for keeping your registered email address, mobile number, and other contact details current and accessible. To the maximum extent permitted by law, Shping is not responsible for any failure of notice delivery resulting from inaccurate or out-of-date contact details, blocked or filtered messages, full inboxes, device or service provider issues, or other matters outside Shping’s reasonable control.

You may give Shping notice under these Terms by email to info@shping.com or by post to the address in clause 30. Notice to Shping is deemed received when Shping actually receives it (in the case of email, when it arrives at Shping’s server; in the case of post, when delivered to Shping’s registered address).

26. Severability

If any provision of these Terms is held by a court or other competent authority to be invalid, illegal, or unenforceable in any respect, that provision will, to the extent of the invalidity, illegality, or unenforceability, be severed from these Terms and the remaining provisions will continue in full force and effect. The parties will negotiate in good faith to replace any severed provision with a valid and enforceable provision that achieves, to the greatest extent possible, the same commercial effect as the severed provision.

27. Entire Agreement

These Terms, together with the documents incorporated by reference in clause 1 (the Privacy Policy, Fair Usage Policy, and Review Content & Moderation Policy) and any supplemental terms provided in accordance with clause 10, constitute the entire agreement between you and Shping in relation to your use of the App and the Services, and supersede all prior agreements, understandings, representations, and communications (whether oral or written) between you and Shping on those subjects. No representation, statement, or warranty made by Shping or any other person prior to your acceptance of these Terms forms part of these Terms unless expressly incorporated in writing.

28. Assignment and Succession

You may not assign, transfer, sublicense, or otherwise deal with any of your rights or obligations under these Terms without Shping’s prior written consent. Your account is personal to you and is not transferable to any other person.
Shping may assign, transfer, novate, or deal with any of its rights or obligations under these Terms, in whole or in part, to any related body corporate, successor entity, or third party in connection with a sale, merger, restructure, or other corporate transaction, on reasonable notice to you. On such assignment, transfer, or novation, the successor entity will assume Shping’s rights and obligations under these Terms and may give notice to you that future communications and obligations are to be directed to it. Continued use of the App following such notice constitutes acceptance of the successor entity as the contracting entity under these Terms.

29. Opt-Out of Targeted Content, Advertising and Profiling

You may opt out of certain targeted content, personalised recommendations, advertising personalisation, campaign targeting, or profiling-based features by adjusting your preferences in the App, using your device’s privacy settings (including iOS App Tracking Transparency and Android Advertising ID controls), or by contacting privacy@shping.com, subject to technical limitations, legal requirements, and features that are necessary for security, fraud prevention, account administration, redemption processing, or core functionality of the App and Services. Opting out may reduce the relevance or availability of certain features, offers, advertising, recommendations, or campaign experiences. Opting out of advertising personalisation does not remove non-rewarded advertising from the App.

30. Contact

Providing a good customer experience is important to us. If you have questions, or if you would like to make a complaint, please contact us:

Shping Holdings Pty Ltd

Email: info@shping.com
Address: 617 / 434 St Kilda Road, Melbourne VIC 3004, Australia

If you are not satisfied with our response to your complaint, you have the right to lodge your complaint with the relevant external dispute resolution body or regulator, including those identified in clause 24.5.

Effective Date: 1 July 2026

Version: 010726_TOU