Standard Terms and Conditions (Last revised 14 July 2015)

1. General

Welcome to our Site (www.shopwings.com.au).

ShopWings Australia Pty Ltd (ABN 54 602 925 128) of 94-96 Cooper St, Surry Hills NSW 2010 ("ShopWings") is the operator of an online platform currently available at its website www.shopwings.com.au, and via the Application and any other ShopWings branded or co-branded websites (including sub-domains, international versions, widgets, and mobile versions) and/or other media, software, devices, or networks now existing or later developed (collectively or separately known as the ("Site").

PLEASE READ THESE USER TERMS CAREFULLY BEFORE DOWNLOADING OUR APPLICATION AND/OR USING OUR SERVICE

1.1 This Agreement contains the complete Terms and Conditions that apply to You when using or accessing the Services or Site. By using or accessing the Services or Site, which You may access in several ways, including but not limited to the web, mobile phones, tablets and RSS feeds, You accept and agree to all of these Terms and Conditions and the Privacy Policy, and Your representation that You are eighteen (18) years of age or older and capable of entering into legally binding contracts. If You are under eighteen (18) years of age, You warrant that You have obtained consent from Your parent or guardian and they agree to be bound by these Terms and Conditions on Your behalf.

1.2 If You do not agree to anything in these Terms and Conditions or the Privacy Policy, You should not use the Site or Services provided by ShopWings.

1.3 These Terms and Conditions apply whenever You access the Site or Services, regardless of how You access the Site or Services.

2. Definitions

Allocated Time means the time frame nominated by the Customer for the delivery of the Order by the Personal Shopper;

Application means mobile applications supplied by ShopWings and downloaded and installed for use on mobile devices;;

Content means any and all data, text, software, images, audio, materials or video material and other content, in any medium, provided by ShopWings to You;

Customer means a person who places an Order using the Site;

Designated Location means the address provided by the Customer as the location for the delivery of the Order by the Personal Shopper;

Groceries means any and all items available by a Retailer via the Site;

In-store Price means the in-store item price at the point of latest update made by retailer and ShopWings. In-store prices do not apply to product specials and promotions;

Instructions means the details of the Order, including the Designated Location and Allocated Time, to be carried out by the Personal Shopper in performing Personal Shopper Services;

Order means the Customer's unique order for particular Groceries at a selected Retailer(s) made via the Site at the agreed Services Fee;

Payment Option(s) means the payment options offered at checkout by ShopWings, including debit card, credit card and PayPal;

Personal Shopper(s) means a person acting as an agent for the Customer and performing Personal Shopper Services in accordance with the Instructions;

Personal Shopper Services means the purchasing of the Order at the Retailer and delivery of the Order by a Personal Shopper acting as an agent in accordance with the Customer's Instructions;

Post means a post made on the Site or otherwise made available to Us (including Your location);

Retailer(s) means the retailers featured at the Site (which may vary depending upon the retailers' geographical locations within Australia) from whom the Customer can purchase Groceries;

Services means the Site and associated services provided by ShopWings to facilitate the Customer placing an Order and ShopWings selecting a suitable Personal Shopper to accept the appointment as a Personal Shopper. This includes Services currently offered by ShopWings and any services or products that ShopWings may choose to offer in the future;

Services Fee means the fee payable to ShopWings by the Customer for the Services and the fee paid to the Personal Shopper on behalf of the Customer, which may include an express delivery fee and other fees that are or may be payable by the price at the Site being in addition to and above the retail price of the Groceries at the Retailer;

Us, We or Our means ShopWings Australia Pty Ltd (ACN 602 925 128, ABN 54 602 925 128);

Use means use, copy, publicly perform or display, distribute, modify, translate, and create derivative works;

You, Your or Yourself means the person using or accessing the Site or Services, and includes all Customers.

3. Accessing the Site and Services

3.1 You acknowledge and agree that although We will use all reasonable efforts to ensure that the Services are available, temporary interruptions of the Services available through the Site may occur. We shall not be liable to any person or entity for loss or damage incurred by such downtimes.

3.2 We reserve the right to withdraw or amend the Services, Content We provide on the Site and this Agreement without notice. We may restrict access to some parts of or the entire Site, from time to time.

3.3 You understand and agree, however, that You will use the Site, including its tools and Services with full responsibility and in a manner that is consistent with these Terms and Conditions and in such a way as to ensure compliance with all applicable laws and regulations.

4. Scope of Services

4.1 ShopWings agrees to provide the Services for the Services Fee.

4.2 The Customer acknowledges and agrees that the Services Fee, also includes the fee payable by the Customer for the Personal Shopper performing the Personal Shopper Services

4.3 The Customer acknowledges and agrees that by placing an Order it is engaging a Personal Shopper to act as the Customer's agent to perform Personal Shopping Services. The Personal Shopper ceases to act as an agent for the Customer upon completion of the Personal Shopping Services pursuant to each Order. A new agreement between the Customer and a Personal Shopper is created each time the Customer makes an Order that is accepted by a Personal Shopper.

4.4 The Agreement with ShopWings with respect to the Services shall expire once the Services relating to an Order have been performed, however these Terms and Conditions continue to apply when using or accessing the Site. A new Agreement in relation to the Services is created between ShopWings and the Customer each time an Order is made by the Customer.

4.5 In facilitating the agreement between Customers and Personal Shoppers via the Site, ShopWings is not supplying or delivering Groceries and is not acting as a partner, agent, affiliates or otherwise associated with the Customer and does not have control over the quality, timing, legality, failure to provide or any other aspect whatsoever of the Personal Shopper Services.

4.6 Unless otherwise specified when processing Your Order, neither ShopWings or any Personal Shopper are partners, agents, affiliates or otherwise associated with any Retailers.

4.7 The Services allow for Customers to:

(a) browse Groceries; and

(b) select Groceries to purchase and place an Order.

4.8 ShopWings sends the Customer’s Order and Instructions to a Personal Shopper. The Personal Shopper:

(a) makes the purchases in accordance with the Customer’s Order; and

(b) delivers the Order to the Customer at the in accordance with the Instructions, as agent of the Customer.

4.9 ShopWings only provides the Services for Australian residents and only in locations where Personal Shoppers are available. ShopWings make no representation that any Groceries featured on the Site are available for purchase outside Australia.

4.10 ShopWings does not recommend or endorse any particular Groceries, Retailer, or manufacturers. The Services are not designed to provide qualitative advice regarding the fitness for purpose and merchantability of any Groceries. ShopWings strongly advises Customers to exercise caution and do their own due diligence on Groceries and Retailers the Customer selects when making an Order.

4.11 The Customer agrees to provide all the information and materials as may reasonably be required by ShopWings to provide the Services. ShopWings has the right to suspend or terminate any Customer account if the Customer fails to provide the information and materials as required by ShopWings.

4.12 We may refuse to process a transaction for any reason or refuse to provide the Services to anyone at any time at Our sole discretion and We will refund any amount owing to the Customer for Services not supplied. ShopWings will not be liable to You or any third party by reason of such a refusal or by reason of the unwinding or suspension of any transaction after processing has commenced.

5. Use of Service

5.1 ShopWings, including the Site and Services is not, and is not intending to be, a retailer, supplier or delivery service of Groceries but acts independently to connect and facilitate the agreement between Customers and Personal Shoppers.

5.2 It is up to the Personal Shopper to decide whether or not to accept the Personal Shopper Services to Customers matched through the Site. Any decision by You to offer or accept the Personal Shopper Services is matched through the Site.

6. Order process

6.1 ShopWings lists Groceries on the Site.

6.2 If You are interested in placing an Order, then You can place an Order through the Site.

6.3 You acknowledge and agree that all Orders are subject to acceptance by Personal Shoppers.

6.4 ShopWings does not guarantee the availability or quality of Groceries appearing on the Site as they are sold by the Retailer.

6.5 Customers acknowledge and agree that Groceries prices may vary according to Your location. The Groceries will be bought by Personal Shoppers from the Retailers selected by You. The prices on the Site are set independently and accordingly may not match the prices set by the Retailers (either online or in store) and ShopWings reserves the right to charge prices higher than the listed prices set by the Retailers.

6.6 Once You have selected Your Groceries, You will then need to specify the Designated Location and Allocated Time for the delivery of the Order.

6.7 At the time of placing the Order You must provide Your Payment Option details which We may pre-authorise as security for payment of Your Order. You acknowledge that this pre-authorisation is provided for the benefit of ShopWings and is provided in consideration of ShopWings agreeing to process Your Order and arrange Personal Shopper Services. The pre-authorisation amount may be greater than the value of Your Order to account for any price differences set by the Retailers in store. Upon delivery of Your Order by the Personal Shopper at the Designated Location during the Allocated Time, ShopWings will debit Your Payment Option account to process payments for the Order. The amount debited may vary from the pre-authorised amount as the Groceries delivered may not exactly match the Groceries selected in Your Order (for example, unavailable Groceries will not be charged and Groceries substituted in accordance with clauses 6.11, 6.12, 6.13 will be charged according to any difference in price between the price of the Groceries as listed on the Site that You ordered and the substituted Groceries).

6.8 Once Your Order has been accepted by the Personal Shopper, a contract is formed between You and the selected Personal Shopper who, as Your agent, will shop for Your Groceries on Your behalf, and then the Personal Shopper will deliver the Groceries in accordance with Your Instructions.

6.9 You or a nominated person will need to meet the Personal Shopper at the Designated Location during the Allocated Time to collect Your Order. Orders cannot be left at Your doorstep, unless there is mutual agreement between You and ShopWings. Regardless as to whether You or a nominated person are at the Designated Location during the Allocated Time to meet the Personal Shopper and collect Your Order, You acknowledge and agree that payment for the Order will be processed in accordance with clause 6.7 and ShopWings may charge You a fee of up to $15 to arrange an alternate Designated Location or Allocated Time to collect Your Order. ShopWings takes no responsibility for Your failure to collect an Order, which may include any perishable Groceries.

6.10 Should You not be able to meet the delivery of an Order by the Personal Shopper at the Designated Location and at the Allocated Time, following which a new Designated Location and Allocated Time may be agreed upon between You and the Personal Shopper, the Personal Shopper or ShopWings has no obligation or responsibility to store Groceries in an Order, which may contain perishable Groceries, until You can meet the Personal Shopper to collect Your Order, and the Personal Shopper and ShopWings takes no responsibility for any loss or damage to such Groceries in an Order.

6.11 If the Personal Shopper is unable to find specific Groceries in Your Order, the Personal Shopper will substitute the unavailable Groceries in Your Order for similar Groceries. You will be informed of the substitution either by phone (on the phone number provided by You) prior to purchase of the substituted Groceries by the Personal Shopper and/or at the time of delivery.

6.12 If You are not satisfied with the substituted Groceries, You will need to immediately notify the Personal Shopper either on the phone or return the substituted Groceries to the Personal Shopper at the time of delivery. ShopWings will initiate a refund of any substituted Groceries returned to the Personal Shopper at the time of delivery within five (5) working days.

6.13 If You decide to accept the substituted Groceries, ShopWings reserves the right to charge or refund You any difference in price between the price listed on the Site for the unavailable Groceries You ordered and the substituted Groceries accepted by You on delivery.

6.14 It is the responsibility of the Personal Shopper, not ShopWings, to ensure that Your Order is delivered in accordance with Your Instructions, however if there are any delays to the delivery times You will be notified by phone, email or SMS.

6.15 You agree that You are solely responsible in verifying ingredients that may cause You any allergic reactions in the Groceries.

6.16 You agree that by using ShopWings, You understand and acknowledge that ShopWings provides You with an online platform to browse, order and have Groceries purchased and delivered to You by a Personal Shopper acting as Your agent and therefore ShopWings:

(a) does not warrant or guarantee that You will find suitable Groceries for Your specific taste, dietary, nutritional or other requirements;

(b) does not accept responsibility for any of the prepared food, food quality and food nutrients, as the food is purchased through local Retailers;

(c) will not be liable for any and all injuries, illnesses, damages, claims, liabilities, losses and costs suffered by or related to the Groceries or Retailers; or

(d) will not be liable for any loss or damage arising out of Your use of the Personal Shopping Services or Retailers.

7. Transactions Involving Alcoholic Beverages or Tobacco Products

7.1 Alcoholic beverages and tobacco products may only be purchased by individuals, including without limitation Customers, who are at least eighteen (18) years old ("Legal Age"). If You are a Customer, You expressly represent and warrant that: (a) You are of Legal Age; and (b) You will provide bona fide identification showing Your Legal Age to Your Personal Shopper upon delivery to You pursuant to the Personal Shopper Services of any Groceries that include alcoholic beverages and/or tobacco products.

7.2 ShopWings supports the Responsible Service of Alcohol. In NSW, Customers cannot receive more than one order containing alcoholic beverages per 24 hour period.

7.3 Liquor licences: NSW LIQP770016850

8. Prohibitions

8.1 You may view, download for collection purposes only, and print pages or other Contents from the ShopWings Site for Your own personal use, subject to the following restrictions set out below:

(a) You should not post any Posts, blogs, items, messages or contents that are inappropriate or fails to observe sense of decency or would offend other persons;

(b) You must not republish, sell, rent or sub-license any Content from the ShopWings Site including republication on another website;

(c) You must not collect and disclose information about Customers' or users’ personal information;

(d) You must not reproduce, duplicate, copy or otherwise exploit any Content on the Site for a commercial purpose;

(e) You must not post false, inaccurate, misleading, defamatory, or libellous content; and

(f) You must not use the Site in any way that causes, or may cause, damage to the Site or impairment of the availability or accessibility of the Site; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

9. Order Payments

9.1 ShopWings uses third party merchant facilities to process payments. ShopWings is not responsible or has any control over any third party merchant facilities. Customers acknowledge and agree that ShopWings will not be liable for any loss or damage arising out of their use of a third party payment gateway. ShopWings advises that Customers should read and understand the terms and conditions of the third party merchant facilities before using them.

9.2 All prices shall be shown in AUD, and include GST where applicable.

10. Changes and Cancellations

10.1 You can cancel or amend an Order, only up until the point in time when Your Personal Shopper has begun to work on Your Order.

10.2 If You cancel or amend an Order within 120 minutes before the Personal Shopper Services is scheduled to begin, You may have to pay a fee of up to $10 per Order.

10.3 If a Personal Shopper is unable to fulfil a confirmed Order (in full or part), We will attempt to find You a replacement Personal Shopper. If We cannot find You an alternative Personal Shopper, We will reschedule Your Order to a new time which suits You. If We cannot find a suitable time for You, You may cancel the Order at no charge.

10.4 If You are unreachable or unavailable to receive Your Order at the time of delivery:

(a) Your Order will be returned to Your local ShopWings office and be held for 24 hours.

(b) If You do not collect Your Order in this period, ShopWings will cancel Your Order and will return the Groceries to the Supermarket. You will be charged a cancellation fee of $25 as well as any additional costs incurred as a result of the Supermarket rejecting returned items.

11. Delivery Arrangements

11.1 Your shopping basket on the ShopWings Site displays the Groceries You have chosen and details of delivery and the Personal Shopper carrying out the Personal Shopper Services for You.

11.2 Customers acknowledge and agree that the Groceries available via the Site may only be available for purchase within a selection of postcodes in Australia.

11.3 Customers acknowledge that the person accepting the delivery of an order must be at least 18 years old, and show upon request from the Personal Shopper a valid ID, along with the credit card or the debit card used to place the order, when applicable.

12. Returns, Replacements or Refund

12.1 If You are not satisfied with any of the Groceries in Your Order and wish to return, replace or refund Groceries, this should be raised with the relevant Retailer. However, ShopWings will use reasonable endeavours to assist with any returns, replacements or refunds and You must notify Us in writing at [email protected] within twenty four (24) hours of receipt of the relevant Order.

12.2 If Groceries are not delivered, or any Groceries are missing from Your Order, or lost in transit, You should report this immediately to Us in writing at [email protected]

12.3 ShopWings will make all reasonable endeavours to investigate the matter and make a decision to either replace or refund the Groceries and We will notify You of Our intention to refund or replace any missing Groceries from Your Order. You agree that We have the sole discretion of deciding whether to refund or replace any missing Groceries from Your Order.

13. Privacy

13.1 Your privacy is very important to Us. We designed Our Privacy Policy to make important disclosures about how You can use the Site and share it with others and how We collect and can use Your content and information. We encourage You to read the Privacy Policy, and to use it to help make informed decisions.

14. Intellectual Property

14.1 All intellectual property in relation to Content on the Site belongs to ShopWings or its licensors, advertisers or affiliates. You obtain no interest in that intellectual property. All Content on the Site is protected by Australian and international copyright and other intellectual property laws. You may not do anything which interferes with or breaches those laws or the intellectual property rights in the Content.

14.2 You may download and view Content or print a copy of Content on the Site for personal, non-commercial use provided You do not modify the Content in any way (including any copyright notice). All rights not expressly granted under these terms of use are reserved by ShopWings. Unless expressly stated otherwise, You are not permitted to copy, or republish anything You find on the Site without the copyright or trademark owners’ permission.

14.3 The shopwings.com.au logo and the logos of the ShopWings Sites are registered trademarks of ShopWings or its related bodies corporate. Other trademarks may be displayed on ShopWings from time to time. These may belong to third parties. Nothing displayed on ShopWings should be construed as granting any licence or right of use of any logo, trademark or masthead displayed on ShopWings, without the express written permission of the relevant owner.

15. Application License

15.1 Subject to Your compliance with these Terms and Conditions, ShopWings grants You a limited non-exclusive, non-transferable licence to download and install a copy of the Application on a mobile device that You own or control and to run such copy of the Application solely for Your own personal use.

15.2 You shall not (a) licence, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services, Site or Application in any way; (b) modify or make derivative works based upon the Services, Site or Application; (c) create Internet “links” to the Services, Site or Application or “frame” or “mirror” any Application on any other server or wireless or Internet-based device; (d) reverse engineer or access the Site or Application in order to (i) design or build a competitive product or service, (ii) design or build a product using similar ideas, features, functions or graphics of the Services, Site or Application, or (iii) copy any ideas, features, functions or graphics of the Services, Site or Application, or (e) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Services, Site or Application.

15.3 You shall not: (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (b) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (c) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (d) interfere with or disrupt the integrity or performance of the Site, the Application or Services or the data contained therein; or (e) attempt to gain unauthorized access to the Site, the Application or Services or its related systems or networks.

15.4 ShopWings will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. ShopWings may involve and cooperate with law enforcement authorities in prosecuting You if You violate these Terms and Conditions.

15.5 You acknowledge that ShopWings has no obligation to monitor Your access to or use of the Site, Services, Application or to review or edit any content, but has the right to do so for the purpose of operating the Site, the Application and Services, to ensure Your compliance with these Terms and Conditions, or to comply with applicable law or an order or requirement of a court, administrative agency or other governmental body. ShopWings reserves the right, at any time and without prior notice, to remove or disable access to any Content that ShopWings, at its sole discretion, considers to be in violation of these Terms and Conditions or otherwise harmful to the Site, the Services or Application.

16. Sharing Your Content and Information

16.1 ShopWings owns all of the rights, title and interest in relation to Your content and information You Post and share through the Site and You automatically assign to ShopWings all rights, title and interest, absolutely in the content and information You Post and share through the Site.

16.2 For content that is covered by intellectual property rights, like photos and videos ("IP Content"), You specifically give Us the following permission; You grant Us an exclusive, transferable, sub-licensable, royalty-free, worldwide licence to use any IP Content that You Post on or in connection with the Site ("IP Licence"). This IP Licence continues even if You delete Your IP Content or Your account unless Your IP Content has been shared with others, and they have not deleted it. When You delete Your account all IP Content and information is automatically assigned to ShopWings.

16.3 We always appreciate Your feedback or other suggestions about the Services or the Site, but You understand that We may use them without any obligation to compensate You for them (just as You have no obligation to offer them).

17. Safety

17.1 We do Our best to keep the Site and Services safe and secure, but We cannot guarantee it. We need Your help to do that, which includes the following commitments, (a) You will not send or otherwise post unauthorized commercial communications (such as spam) on the Site, (b) You will not collect users' and/or Customers' content or information, or otherwise access the Site, using automated means (such as harvesting bots, robots, spiders, or scrapers) without Our permission, (c) You will not engage in unlawful multi-level marketing, such as a pyramid scheme, on ShopWings, (d) You will not upload viruses or other malicious code, (e) You will not solicit login information or access an account belonging to someone else, (f) You will not bully, intimidate, or harass any user and/or Customer, (g) You will not Post content that: is hateful, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence, (h) You will not develop or operate a third-party application containing alcohol-related or other mature content (including advertisements) without appropriate age-based restrictions, (i) You will follow all applicable laws if You publicize or offer any contest, giveaway, or sweepstakes (“Promotion”) on ShopWings, (j) You will not use ShopWings to do anything unlawful, misleading, malicious, or discriminatory, (k) You will not do anything that could disable, overburden, or impair the proper working of the Site or Services, such as a denial of service attack, and (l) You will not facilitate or encourage any violations of these Terms and Conditions.

18. Registration and Account Security

18.1 As a Customer You commit to Us relating to registering and maintaining the security of Your account:

(a) You will not provide any false personal information to ShopWings, or create an account for anyone other than Yourself without permission.

(b) You will not create more than one personal profile.

(c) if We disable Your account, You will not create another one without Our permission.

(d) You will not use Your personal profile for Your own commercial gain (such as selling Your status update to an advertiser).

(e) You will keep Your contact information accurate and up-to-date.

(f) You will not share Your password, let anyone else access Your account, or do anything else that might jeopardize the security of Your account.

(g) You will not transfer Your account (including any page or application You administer) to anyone without first getting Our written permission.

(h) if You select a username for Your account We reserve the right to remove or reclaim it if We believe appropriate (such as when a trademark owner complains about a username that does not closely relate to Your actual name).

19. Mobile Applications

19.1 We currently provide Our Application for free, which is subject to change at the sole discretion of ShopWings. Please be aware that Your carrier's normal rates and fees, such as text messaging fees, download limits and charges etc. will still apply. If ShopWings decides to charge a fee, then any existing free version or any other paid version may not incur the new fees, excluding any new enhancements where the fees may be applicable, at the sole discretion of ShopWings. In the event You change or deactivate Your mobile telephone number, You will update Your account information on ShopWings within 48 hours to ensure that Your messages are not sent to the person who acquires Your old number.

20. App Store Sourced Applications

20.1 With respect to any Application accessed through or downloaded from the Apple App Store ("App Store Sourced Application”), You will use the App Store Sourced Application only in accordance with the “Usage Rules” set forth in the Apple App Store Terms of Service.

20.2 ShopWings reserves all rights in and to the Application not expressly granted to You under these Terms and Conditions.

20.3 You acknowledge and agree that (a) these Terms and Conditions are valid between You and ShopWings only, and not Apple, and (b) ShopWings, not Apple, is solely responsible for the App Store Sourced Application and content thereof. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

20.4 In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, You may notify Apple, and Apple will, where applicable, refund the purchase price for the App Store Sourced Application to You and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between ShopWings and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of ShopWings.

20.5 You and ShopWings acknowledge that, as between ShopWings and Apple, Apple is not responsible for addressing any claims You have or any claims of any third party relating to the App Store Sourced Application or Your possession and use of the App Store Sourced Application, including, but not limited to: (a) product liability claims; (b) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.

20.6 You and ShopWings acknowledge that, in the event of any third party claim that the App Store Sourced Application or Your possession and use of that App Store Sourced Application infringes that third party's intellectual property rights, as between ShopWings and Apple, ShopWings, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.

20.7 You and ShopWings acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries relating to Your licence of the App Store Sourced Application, and that, upon Your acceptance of these Terms and Conditions, Apple will have the right (and will be deemed to have accepted the right) to enforce the rights under these Terms and Conditions as related to Your licence of the App Store Sourced Application against You as a third party beneficiary thereof.

20.8 Without limiting any other provisions of these Terms and Conditions, You must comply with all applicable third party terms of agreement when using the App Store Sourced Application.

21. About Advertisements and Other Commercial Content Served or Enhanced by ShopWings

21.1 We currently do not provide any advertisements, however ShopWings may decide to deliver advertisements at its sole discretion in future.

22. Termination

22.1 We may terminate Your membership as a Customer for any reason at any time. If You are using a paid version of the Services and We terminate Your membership because You have breached this Agreement, You will not be entitled to any refund of unused Services Fees.

22.2 If You violate these Terms and Conditions, or otherwise create risk or possible legal exposure for us, We can stop providing all or part of the Services to You. We will notify You by email or at the next time You attempt to access Your account.

22.3 You may terminate Your membership as a Customer, or delete Your account or disable Your Application for any reason at any time by notifying Us via email at [email protected] ShopWings will disable Your account within fourteen (14) days of Your notification. Even after Your membership is terminated, certain sections of this Agreement will remain in effect.

23. Disputes

23.1 The parties shall first attempt to resolve any claim, cause of action or dispute ("Claim") arising out of or relating to these Terms and Conditions, in an amicable manner by mediation with a mutually acceptable mediator based in Sydney, Australia prior to commencing any legal action. The laws of the State of New South Wales, Australia will govern these Terms and Conditions, as well as any claim that might arise between You and Us, without regard to conflict of law provisions. You agree to submit to the exclusive jurisdiction of the courts located in the State of New South Wales, Australia for the purpose of litigating all such claims.

23.2 ShopWings will use reasonable endeavours to assist with any disputes concerning the Services, including disputes arising with the Personal Shopper or Retailers relating to an Order.

23.3 If anyone brings a claim against Us related to Your actions, content, Posts or information on ShopWings, You will indemnify and hold Us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.

24. Exclusion, Limitation of Liability and Indemnity

24.1 Subject to clause 24.3, You use ShopWings at Your own risk. We provide the Services on a “as is” basis without any express or implied warranties including, but not limited to, implied warranties of merchantability, fitness for particular purpose, and non-infringement. We do not guarantee that ShopWings will be safe or secure. ShopWings is not responsible for the actions, content, information, or data of third parties, and You release Us, Our directors, officers, employees, and agents from any claims and damages, known and unknown, arising out of or in any way connected with any claim You have against any such third parties.

24.2 Subject to clause 24.3, We will not be liable to You for any lost profits or other consequential, special, indirect, or incidental damages arising out of or in connection with these Terms and Conditions or Your use of the Services offered by ShopWings or the liability or fitness of any Personal Shopper, Personal Shopper Services or Groceries even if We have been advised of the possibility of such damages. Our aggregate liability arising out of this Terms and Conditions or ShopWings will not exceed the greater of one hundred dollars $100 or the amount You have paid Us for the Services in the past twelve (12) months.

24.3 Where any limitation or exclusion of liability, or incidental or consequential damages is not permitted by law including under the Competition and Consumer Act 2010 (Cth) or equivalent State or Territory legislation which cannot be excluded, restricted or modified, then such provision shall be deemed severable from this Agreement and the other provisions shall remain in full force and effect.

24.4 We do not endorse any Groceries listings, and subject to clause 24.3 expressly disclaim any and all liability in connection with them. However, should You wish to make a claim to enforce your rights under the Competition and Consumer Act 2010 (Cth) including, but not limited, to any misleading statements made and/or incorporated into any Groceries appearing on the Site or in an Order, We will use reasonable endeavours to provide assistance relating to such claims.

24.5 As a condition of Your access to and use of the Services, You agree to indemnify ShopWings and its successors and assigns for all damages, costs, expenses and other liabilities, including but not limited to legal fees and expenses, relating to any claim arising out of or related to: (a) Your access to and use of the Services; or (b) Your breach of these Terms and Conditions and any applicable law or the rights of another person or party. This indemnification section survives the expiration of Your registration, and applies to claims arising both before and after the registration ends.

24.6 You must indemnify and keep indemnified ShopWings and its officers, directors, employees and agents against all claims, liabilities, losses, damages or injury arising from or related to any Order that You place, made upon or against ShopWings, arising out of or in any way connected with: (a) the suitability of the Groceries for Your specific taste, dietary, nutritional or other requirements, (b) the food quality and food nutrients of the Groceries, and (c) the quality of household Groceries.

25. Other

25.1 These Terms and Conditions are an Agreement between You and ShopWings. These Terms and Conditions and Privacy Policy collectively makes up the entire Agreement between You and ShopWings, and supersedes any prior agreements. If any portion of these Terms and Conditions are found to be unenforceable, the remaining portion will remain in full force and effect. If We fail to enforce any of these Terms and Conditions, it will not be considered a waiver. Any amendment to or waiver of these Terms and Conditions must be made in writing and signed by Us. You will not transfer any of Your rights or obligations under these Terms and Conditions to anyone else without Our consent. All of Our rights and obligations under these Terms and Conditions are freely assignable by Us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. Nothing in these Terms and Conditions shall prevent Us from complying with the law. These Terms and Conditions does not confer any third party beneficiary rights. You will comply with all applicable laws when using or accessing ShopWings. This Agreement will remain in full force and effect while You use ShopWings. ShopWings reserves the right to change and update this Terms and Conditions without any notice to You. Continued use of the Site will be deemed to constitute Your acceptance of those changes.