TERMS AND CONDITIONS OF USE

Last Updated: 1 October 2025

Introduction and Acceptance

Welcome to Adopt Cashless. These Terms and Conditions ("Terms") govern your access to and use of the Adopt Cashless web-based application, website, and services (collectively, the "Platform").

By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Platform.

"We", "Us", "Our" refers to ADOPT CASHLESS PTY LTD (ABN: 21 690 812 821), trading as Adopt Cashless.

"You" refers to the user of the Platform, classified as either an "Operator" (Business Owner), "Reseller", or "End User" (Customer/Fleet).

Service Description and Disclaimer

No Warranty of Service

The Platform is provided on an "AS IS" and "AS AVAILABLE" basis. While we strive for high availability, technology is inherently subject to glitches, downtime, and maintenance.

• We do not guarantee that the Platform will be uninterrupted, error-free, or secure.
• We accept no liability for any loss of business, revenue, or convenience caused by Platform downtime, server outages, or software bugs.

Nature of Service

We act as a software bridge between Operators and End Users. We are not a bank, and we do not physically manage the car wash or laundry facility. Any disputes regarding the quality of the service provided at the physical location (e.g., wash quality, machine pressure) must be resolved strictly between the End User and the Operator.

Hardware Independence & Third-Party Reliance

You acknowledge that the Adopt Cashless Platform relies on third-party hardware (including but not limited to Nayax devices, pulse machines, and local internet controllers) to function. We are not the manufacturer or maintainer of these devices.

• Signal Failures: We do not warrant that a "Start Command" sent from the Platform will result in the physical activation of a machine. Factors such as local internet latency, power outages at the Operator’s site, or hardware firmware errors are outside our control.
• No Liability for Physical Service: If the Platform charges you, but the machine fails to dispense water/soap/service, your sole recourse is with the Operator of that specific site. Adopt Cashless is a payment facilitator only.

Continuous Development (Beta Shield)

You acknowledge that the Platform is subject to continuous development. Features present in current versions (including V3.0) may be modified, deprecated, or removed in future updates without notice. We provide no guarantee that current features will be available indefinitely.

Account Security and Responsibilities

Password Security

You are solely responsible for maintaining the confidentiality of your account login information. You must not share your password with anyone. Adopt Cashless accepts no responsibility for any losses arising from unauthorised access to your account due to password sharing or weak security practices.

Cyber Security & Hacking

In the unlikely event of a cyber-attack, data breach, or "hack," Adopt Cashless will take reasonable steps to mitigate the issue. However, to the fullest extent permitted by law, we accept no liability for any direct or indirect damages resulting from a third-party breach of our systems.

RFID Card Responsibility

• End Users: Your RFID card is equivalent to cash. If it is lost, stolen, or misused, **you are solely responsible** for any credit used before the card is reported lost and deactivated via the Platform. We are not liable for unauthorized usage of your RFID card.
• Operators: You are responsible for the physical distribution and security of cards before they are issued to customers.

Support Policy

Support channels are strictly tiered based on user type. By using the Platform, you agree to adhere to these channels:

• For End Users (Customers): Support is available via Email Only. We do not provide phone support to End Users.
• For Operators and Resellers: Support is available via Phone and Email.

Fees, Payments, and Credits

Platform Fees

Adopt Cashless collects a Platform Fee on recharge transactions processed through the application.

• The exact fee amount may vary based on the agreement between Adopt Cashless, the Reseller, and the Operator.
• By topping up your account, you agree to pay this fee. This fee is non-refundable.

Revenue Sharing

You acknowledge and consent that Adopt Cashless may share a portion of the collected Platform Fees/Transaction Fees with authorised Resellers or Operators as part of our commercial arrangements.

No Refunds

Once a "Top Up" is processed, the funds are held as credits for use at the Operator’s facility. Adopt Cashless does not provide cash refunds for unused credits. Refund requests must be directed to the specific Operator.

Chargebacks and Payment Fraud

If a "Chargeback" or payment dispute is initiated by your bank for a valid transaction processed on the Platform:

• Immediate Suspension: Your account will be immediately suspended.
• Debt Recovery: You agree that the disputed amount, plus any chargeback fees levied by our payment processor, becomes an immediate debt payable to Adopt Cashless. We reserve the right to send this debt to third-party collections agencies and report the default to credit reporting bureaus.
• Fraud Monitoring: We reserve the right to delay top-ups or suspend accounts if our automated systems detect suspicious loading patterns consistent with money laundering or credit card testing.

Inactive Accounts and Expiry of Credits

To the extent permitted by applicable law:

• Inactivity: If your account has no activity (no top-ups or usage) for a period of 12 months, we classify the account as "Dormant."
• Expiry: Any promotional or bonus credits provided by an Operator will expire immediately upon the account becoming Dormant. Paid cash credits will remain valid only as long as required by Australian Consumer Law, after which they may be forfeited to cover account maintenance costs.

Intellectual Property (IP) and Anti-Copying

Ownership

All intellectual property rights in the Platform, including but not limited to source code, object code, design, algorithms, logos, and "look and feel," remain the exclusive property of Adopt Cashless. A subscription grants you a limited license to *use* the software, not own it.

Prohibited Activities (Kill Switch)

You are strictly prohibited from:

• Reverse engineering, decompiling, or disassembling the Platform.
• Copying, cloning, or creating a derivative work of the Platform.
• Using the Platform to build a competitive product.

If we discover or reasonably suspect that you are attempting to copy our Platform or infringe our IP, we reserve the right to TERMINATE your account IMMEDIATELY without notice and pursue legal action for damages.

Term and Termination

No Lock-In Contracts

Services are provided on a month-to-month basis. You may cancel your account at any time. A minimum of 30 days' written notice is required to cancel Operator or Reseller accounts.

Termination for Breach

We reserve the right to suspend or terminate your account immediately (without the 30-day notice period) if:

• You breach these Terms.
• You engage in abusive, threatening, or harassing behavior towards our staff.
• You fail to pay outstanding fees.

Limitation of Liability

Monetary Cap

To the maximum extent permitted by applicable law (including the Australian Consumer Law), the total aggregate liability of Adopt Cashless to you for any claim arising out of or relating to these Terms or the Platform (whether in contract, tort, negligence, or otherwise) is strictly limited to AUD $1.00.

Exclusion of Damages

We will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, use, goodwill, or other intangible losses.

Global Use and Jurisdiction

Governing Law

These Terms shall be governed by and construed in accordance with the laws of Queensland, Australia, without regard to its conflict of law provisions.

Dispute Resolution

Any dispute arising under these Terms shall be subject to the exclusive jurisdiction of the courts located in Queensland, Australia.

• Global Users: If you access the Platform from outside Australia (e.g., USA, Europe), you agree to submit to the jurisdiction of Queensland courts and waive any objection to such jurisdiction.

Class Action Waiver (For US and International Users)

WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND ADOPT CASHLESS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Indemnification, Severability, and Changes

Indemnification

You agree to defend, indemnify, and hold harmless Adopt Cashless, its officers, directors, employees, and agents from and against any claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from:

• Your use of and access to the Platform.
• Your violation of any term of these Terms.
• Your violation of any third-party right, including without limitation any copyright, property, or privacy right.

Severability

If any provision of these Terms is found to be unenforceable or invalid under any applicable law (such as a specific consumer protection statute), that invalidity will not render these Terms unenforceable as a whole. Instead, such provision shall be deleted without affecting the remaining provisions herein, which shall continue in full force and effect.

Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of significant changes. Your continued use of the Platform after any modification constitutes your acceptance of the new Terms.