Terms and Conditions

HOPSHOPPER, PTY LTD TERMS OF USE

PLEASE READ THESE TERMS OF USE (“AGREEMENT” OR “TERMS OF USE”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY HOPSHOPPER, PTY LTD
(“HOPSHOPPER”). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT
HTTP://WWW.HOPSHOPPER.COM (THE “SITE”) AND THE SERVICE OWNED AND OPERATED BY HOPSHOPPER (COLLECTIVELY WITH THE SITE, THE “SERVICE”).
BY REGISTERING FOR AND/OR USING THE SITE OR SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE SITE, YOU AGREE
TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SITE OR SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF
CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE SITE.

Acceptance of Terms.

The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (the “Terms
of Use”), which terms also incorporates HopShopper’s Privacy Policy, HopShopper’s
Copyright Policy and all other operating rules, policies and procedures that may be published from
time to time on the Site by HopShopper, each of which is incorporated by reference and each of which may be updated by HopShopper
from time to time without notice to you. In addition, some services offered through the Service may be subject to additional terms
and conditions promulgated by HopShopper from time to time; your use of such services is subject to those additional terms and
conditions, which are incorporated into these Terms of Use by this reference.

The Service is available only to individuals who are at least 13 years old. You represent and warrant that if you are an individual, you
are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. HopShopper may,
in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This
provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

Modification of Terms of Use.

HopShopper reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue
the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on
the Site or by sending you an email. HopShopper may also impose limits on certain features and services or restrict your access to
parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes.
Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

Rules and Conduct.

As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use. The Service
(including, without limitation, any Content or User Submissions (both as defined below)) is provided only for your own personal,
non-commercial use. You are responsible for all of your activity in connection with the Service. For purposes of the Terms of Use,
the term “Content” includes, without limitation, any User Submissions, videos, audio clips, written forum comments, information,
data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by
HopShopper or its partners on or through the Service.

By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or
(b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service,
including without limitation any User Submission, that:

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infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or
violates any law or contractual duty;

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you know is false, misleading, untruthful or inaccurate;

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is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious,
obscene, offensive, or profane;

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constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);

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involves commercial activities and/or sales without HopShopper’s prior written consent such as contests, sweepstakes, barter,
advertising, or pyramid schemes;

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contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit
or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized
access to any system, data, password or other information of HopShopper or any third party; or

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impersonates any person or entity, including any employee or representative of HopShopper.

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by HopShopper in its sole discretion) an
unreasonable or disproportionately large load on HopShopper’s (or its third party providers’) infrastructure; (ii) interfere or attempt
to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures HopShopper
may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv)
run any form of auto-responder or “spam” on the Service; or (v) use manual or automated software, devices, or other processes to
“crawl” or “spider” any page of the Site.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source
code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit
such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease,
distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national
and international laws and regulations.

HopShopper does not guarantee that any Content or User Submissions (as defined below) will be made available on the Site or through the
Service. HopShopper has no obligation to monitor the Site, Service, Content, or User Submissions. However, HopShopper reserves the right
to (i) remove, edit or modify any Content in its sole discretion, including without limitation any User Submissions, from the Site or
Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from
third parties or authorities relating to such Content or if HopShopper is concerned that you may have violated the Terms of Use), or for
no reason at all and (ii) to remove or block any User Submissions from the Service.

Registration.

You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you may be
required to register with HopShopper and select a password and screen name (“User ID”). You shall provide HopShopper with accurate,
complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in
immediate termination of your HopShopper account. You shall not (i) select or use as a User ID a name of another person with the
intent to impersonate that person; (ii) use as a User ID a name subject to any rights of a person other than you without appropriate
authorization; or (iii) use as a User ID a name that is otherwise offensive, vulgar or obscene. HopShopper reserves the right to
refuse registration of, or cancel a User ID in its sole discretion. You are solely responsible for activity that occurs on your account
and shall be responsible for maintaining the confidentiality of your HopShopper password. You shall never use another user’s account
without such other user’s express permission. You will immediately notify HopShopper in writing of any unauthorized use of your
account, or other account related security breach of which you are aware.

Third Party Sites.

The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links
to the Site. When you access third party websites, you do so at your own risk. These other websites are not under HopShopper’s control,
and you acknowledge that HopShopper is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any
other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by HopShopper or any association
with its operators. You further acknowledge and agree that HopShopper shall not be responsible or liable, directly or indirectly, for
any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services
available on or through any such website or resource.

Content and License.

You agree that the Service contains Content specifically provided by HopShopper or its partners and that such Content is protected by
copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain
all copyright notices, information, and restrictions contained in any Content accessed through the Service.

HopShopper grants each user of the Site and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to
use, modify and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage
of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from HopShopper, or
from the copyright holder identified in such Content’s copyright notice. You shall not sell, license, rent, or otherwise use or exploit
any Content for commercial use or in any way that violates any third party right.

User Submissions.

The Service provides you with the ability to add, create, upload, submit, distribute or post (“Submitting” or “Submission”) content,
videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Site
(collectively, the “User Submissions”). By Submitting User Submissions on the Site or otherwise through the Service, you:

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acknowledge that you are publishing that User Submission, and that you may be identified publicly by your User ID in association
with any such User Submission;

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hereby do and shall grant HopShopper a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable
and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise
fully exploit the User Submissions in connection with the Site, the Service and HopShopper’s (and its successors and assigns’)
business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) or
the Service in any media formats and through any media channels (including, without limitation, third party websites). You also
hereby do and shall grant each user of the Site and/or the Service a non-exclusive license to access your User Submissions through
the Site and the Service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such
User Submissions solely for personal, non-commercial use. For clarity, the foregoing license grant to HopShopper does not affect
your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material
in your User Submission(s), unless otherwise agreed in writing;

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represent and warrant, and can demonstrate to HopShopper’s full satisfaction upon request that you (i) own or otherwise control
all rights to all content in your User Submissions, or that the content in such User Submissions is in the public domain, (ii)
you have full authority to act on behalf of any and all owners of any right, title or interest in and to any content in your User
Submissions to use such content as contemplated by these Terms of Use and to grant the license rights set forth above, (iii) you
have the permission to use the name and likeness of each identifiable individual person and to use such individual’s identifying
or personal information as contemplated by these Terms of Use; and (iv) you are authorized to grant all of the aforementioned rights
to the User Submissions to HopShopper and all users of the Service;

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agree to pay all royalties and other amounts owed to any person or entity due to your Submission of any User Submissions to the
Service;

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represent and warrant that the use or other exploitation of such User Submissions by HopShopper and use or other exploitation by
users of the Site and Service as contemplated by this Agreement will not infringe or violate the rights of any third party,
including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property
or proprietary rights; and

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understand that HopShopper shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content
or information submitted by you; and that all information publicly posted or privately transmitted through the Site is the sole’
responsibility of the person from which such content originated and that HopShopper will not be liable for any errors or omissions
in any content; and that HopShopper cannot guarantee the identity of any other users with whom you may interact in the course of
using the Service.

HopShopper does not endorse and has no control over any User Submission. HopShopper cannot guarantee the authenticity of any data
which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and
you will be solely responsible for any damage or loss to any party resulting therefrom.

Termination.

HopShopper may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice,
effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If
you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid hereunder are
non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination,
including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer.

HopShopper has no special relationship with or fiduciary duty to you. You acknowledge that HopShopper has no control over, and no
duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content
may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the
Content. You release HopShopper from all liability for you having acquired or not acquired Content through the Site. The Site may
contain, or direct you to websites containing, information that some people may find offensive or inappropriate. HopShopper makes
no representations concerning any Content contained in or accessed through the Site, and HopShopper will not be responsible or liable
for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED
BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. HopShopper, AND ITS DIRECTORS, EMPLOYEES,
AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR
TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS
FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE
SERVICE IS SOLELY AT YOUR OWN RISK.

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18USC 2701-2711): HopShopper MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY
COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. HopShopper will not be liable for the privacy
of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information,
or any other Content stored on HopShopper’s equipment, transmitted over networks accessed by the Site, or otherwise connected with
your use of the Service.

Indemnification.

You shall defend, indemnify, and hold harmless HopShopper, its affiliates and each of its, and its affiliates employees, contractors,
directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that
arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from your User Submissions,
violation of the Terms of Use, or infringement by you, or any third party using the your account, of any intellectual property
or other right of any person or entity. HopShopper reserves the right to assume the exclusive defense and control of any matter
otherwise subject to indemnification by you, in which event you will assist and cooperate with HopShopper in asserting any available
defenses.

Limitation of Liability.

IN NO EVENT SHALL HopShopper, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER
CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST
PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL
DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE
(REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS
($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND
EXCLUSIONS MAY NOT APPLY TO YOU.

Dispute Resolution.

A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative
proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents
and records originally generated and maintained in printed form. You and HopShopper agree that any cause of action arising out of
or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is
permanently barred.

The Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts
of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall
be finally settled by arbitration in New York County, New York, using the English language in accordance with the Arbitration Rules
and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with
substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate
list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or
other proceeding arising under these Terms of Use shall be entitled to receive reimbursement of its reasonable expenses (including
reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award
so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any
award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute
an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.
For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or
state courts located in the Southern District of New York. Use of the Service is not authorized in any jurisdiction that does not
give effect to all provisions of the Terms of Use, including without limitation, this section.

Integration and Severability.

The Terms of Use are the entire agreement between you and HopShopper with respect to the Service and use of the Site, and supersede
all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and HopShopper with respect
to the Site. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated
to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of
either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Miscellaneous.

HopShopper shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond
HopShopper’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation
(including “line-noise” interference). The Terms of Use are personal to you, and are not assignable, transferable or sublicensable
by you except with HopShopper’s prior written consent. HopShopper may assign, transfer or delegate any of its rights and obligations
hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of
Use and neither party has any authority of any kind to bind the other in any respect. All notices under the Terms of Use will be in
writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail,
return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent,
if sent for next day delivery by recognized overnight delivery service.

Contact.

You can contact HopShopper by emailing hello@hopshopper.com

Effective Date: January 1, 2010