📃Terms of Use

By signing up for an account with ShopNEXT, you agree to be bound by these Terms of Use. ShopNEXT maintains the right to amend its terms and conditions, in whole or in part, at any time, with or without notice.

ShopNEXT LLC. (“ShopNEXT”) offers, amongst other things, token rewards to ShopNEXT account holders for purchases made at ShopNEXT’s merchant partners through ShopNEXT’s various platforms including but not limited to its website and mobile application (the “ShopNEXT Platforms”). The use of the services (the “Services”) offered on the ShopNEXT Platforms and accounts maintained with ShopNEXT shall be subject to these terms and conditions (the “Agreement”). This Agreement constitutes a legally binding agreement between each individual who uses the Services or who maintains an account with ShopNEXT. By using any of the Services or maintaining an account with ShopNEXT, you acknowledge that you have read and understood this Agreement and agree to be bound by all of its terms. ShopNEXT may modify this Agreement from time to time, with or without notice, and your continued use of any of the Services or continued maintenance of an account with ShopNEXT shall constitute and be deemed to be your acceptance of such modification and your consent to abide by any terms thereof.

Service License Subject to this Agreement, ShopNEXT hereby grants you a revocable, non-exclusive, non-transferable license (without the right to sublicense) to access and use the ShopNEXT Platforms and the Services solely for your personal use. You agree that you obtain no rights other than the rights and licenses expressly granted under this Agreement. ShopNEXT reserves the right to change, upgrade or discontinue any or all of the Services or the ShopNEXT Platforms or any feature of the Services or the ShopNEXT Platforms, at any time, with or without notice. All rights not expressly granted under this Agreement are reserved by ShopNEXT and its licensors.

ShopNEXT Account Some of the Services require the user to maintain an account with ShopNEXT. A user may create an account free of charge by providing the relevant details requested for. Use of the account and the Services (including the opportunity to earn token rewards) are offered at the sole discretion of ShopNEXT and subject to your compliance with this Agreement. An individual shall not create or have control and/or custody over multiple ShopNEXT accounts. In particular: (a) Each mobile number may only be linked to one ShopNEXT account; (b) Each payment account (e.g. each bank account; each paypal account) may only be linked to one ShopNEXT account. A failure to abide by any terms and conditions, the perpetration of any fraud or abuse, whether relating to the accrual or receipt of token rewards and/or other rewards or otherwise, and/or any misrepresentation of any information furnished to ShopNEXT or its affiliates may result in your ShopNEXT account being flagged for suspicious activity and suspended or terminated; any token rewards accumulated being forfeited; and/or any store credit or vouchers purchased by you being cancelled. You are responsible for regularly checking your account to ensure token rewards has been properly credited and that your account balance is up to date. You must notify ShopNEXT of any omissions, incorrect entries or discrepancies concerning any transaction within 30 days after that transaction. ShopNEXT reserves the right not to correct any omissions, incorrect entries or discrepancies brought to its attention after the 30-day period.

Earning Token rewards Among services offered by ShopNEXT is the opportunity to earn token rewards on purchases made at our various merchant partners through our various ShopNEXT Platforms. Creating and maintaining an account with ShopNEXT is required before a user can start earning token rewards. Crediting of token rewards is also subject to the various terms, conditions and requirements, express or implied, associated with the crediting of token rewards in general or terms, condition and requirements associated with the individual promotions that would be applicable. These terms, conditions and requirements include but are not limited to: (a) Requiring the user to link a Visa card to ShopNEXT mobile app and pay with the linked card at merchants or have cookies enabled throughout when accessing the ShopNEXT Platforms and subsequently the merchant partner’s website; (b) Not opening a separate tab or browser while accessing the ShopNEXT Platforms and subsequently the merchant partner’s website; (c) Ensuring that after being redirected to the merchant partner’s website, the user completes the transaction before proceeding to any other website (d) Completing the purchase on the merchant’s website within a given period of time; (e) Not engaging in any fraudulent or dishonest conduct and/or abiding by the terms of this Agreement or any other terms and conditions stipulated by ShopNEXT or the applicable merchant partner; In addition, certain purchases may be excluded from token rewards. In general, token rewards is earned on net purchase amount excluding shipping and handling. However, token rewards amounts and exclusions vary from merchant partner to merchant partner and individual promotions may contain specific exclusions. Please review these terms carefully. These exclusions are subject to change without notice, and ShopNEXT hereby disclaims any and all liability in connection with any incorrect information or failure to include information on the list of exclusions. Some examples of typical exclusions include (but are not limited to): (a) Token rewards not being eligible when purchasing promotional items or using other discount codes, coupons or other promotions; (b) Token rewards only being eligible when the transaction is completed using specified payment methods; and (c) Different tiers of eligible token rewards for different users (e.g. different tiers of token rewards for new users and existing users).

Merchant Partner Policies

Any products or services purchased from any merchant partner, whether through ShopNEXT or otherwise, is governed by and subject to the applicable merchant partner’s policies and terms and conditions, including but not limited to the applicable return, cancelation, exchange, and shipping policies. You agree that we are not agents of any merchant partner and that the merchant partner operates independently and not under our control. Accordingly, your participation in offers or promotions of, or correspondence with, any merchant partner is solely between you and that merchant partner. We do not assume any liability, obligation or responsibility for any part of such correspondence, offer or promotion, including, without limitation, the withdrawal or modification of any such offer or promotion. ShopNEXT is not responsible for changes to, or discontinuance of any merchant partner from any of ShopNEXT’s platforms or the termination of any promotion offered by any merchant partner on any of ShopNEXT’s platforms, or for any effect on accrual of token rewards caused by such changes, discontinuance, or withdrawal. ShopNEXT assumes no responsibility and shall not be liable for any content, product and/or services on the merchant’s platforms (including but not limited to the quality, merchantability or fitness of such products or services or that such content, product and/or services does not breach any laws or regulations).

Top-ups and Deductions ShopNEXT reserves the right from time to make top-ups and deductions from the balance in a user’s account where it is necessary, reasonable, or expedient to do so. This includes (but is not limited to) situations where token rewards has been incorrectly credited into a user’s account and/or where a user is found to have acted fraudulently, dishonestly, or in contravention of the terms of this Agreement.

Nature of Token rewards For the avoidance of doubt, you do not gain any proprietary right over any monies or assets held by ShopNEXT when you earn token rewards in your account. The token rewards accrued in your account does not constitute monies held on trust by ShopNEXT for your benefit. Your rights and entitlements are solely limited to such personal or contractual rights of repayment as may arise out of this Agreement.

Termination of Account The Token rewards accumulated in your ShopNEXT account shall expire if your account remains inactive (i.e. no successful transactions are made through ShopNEXT) for a period of more than a year. ShopNEXT reserves the right to suspend or terminate your account in accordance with Clause 13 below or where it is necessary or reasonable to do so in order to comply or satisfy and law, regulation or court order.

Personal Data Protection Personal Data collected is subject to our Privacy Policy, which is hereby incorporated by reference, and copy of which is located on ShopNEXT’s whitepaper.

Taxes You are responsible for any and all taxes that may apply to amounts earned from token rewards you have redeemed. ShopNEXT makes no representation as to the tax treatment of such amounts.

Fraud ShopNEXT may suspend or terminate your account if it has reason to believe are involved in any fraudulent or dishonest activities. Any failure to comply with this Agreement, any fraud, dishonesty or abuse relating to the use of the services or your account, or any misrepresentation of any information furnished to ShopNEXT or its affiliates by you or anyone acting on your behalf may result in the termination of your account; cancellation of any purchases (of store credit, vouchers or otherwise) made; and/or forfeiture of your accrued token rewards rewards.

Third Party Rights A person who is not party to this Agreement has no rights to enforce any terms of this Agreement.

Communications By becoming a ShopNEXT user, you agree to receive communications that are account and user related (e.g. that we’ve added token rewards to your account) as well as periodic shopping related e-mails that highlight coupons or special deals available to ShopNEXT users. We may communicate with you regarding your account by electronic communications or direct mail using information you provide during the registration process. Your consent to receive electronic communications include any notices or other information that we may be required by law to provide you in writing or otherwise. You agree to keep us appraised of your current e-mail address should the same change subsequent to the date you become a Member. We may also send you push notifications if you install the mobile application.

Community Standards By creating a ShopNEXT account, you are becoming a member of a community that depends on the goodwill and responsible behaviour of each of our users. Users are required to refrain from transmission or communication of images or text constituting ethnic slurs, obscenities, sexually explicit material, inflammatory or derogatory comments, or anything else that may be construed as harassing or offensive, which is targeted at the Services, the ShopNEXT Platforms, our employees, contractors or agents, our merchant partners, or other users. This includes communications by means of social media or other internet posts which violate the above community standards or promote or encourage gaming or fraudulent behaviour. Users who violate this provision, as determined by us in our absolute discretion, may have the accounts suspended or terminated without prior notice.

Indemnification You agree to indemnify ShopNEXT, any merchant partners, as well as their respective officers, directors, employees, successors, agents, and affiliates, for any and all claims, damages, losses and causes of action (including attorneys’ fees and court costs) arising out of or relating to your breach of this Agreement or for any materials in any form whatsoever that are provided by you (or through your username and/or password). You agree to cooperate as fully as reasonably required in our defense and/or settlement of any claim. We reserve the right, in our reasonable discretion, to assume exclusive control over the defense and settlement of any matter subject to indemnification by you.

Warranty Disclaimer The Services, content, and the ShopNEXT Platforms are provided “as is” and without warranty of any kind, express or implied, including without limitation, warranties of title, merchantability, fitness for a particular purpose or non-infringement. We make no warranty as to the quality, accuracy, currentness, completeness, reliability or validity of the Services, content or the ShopNEXT Platforms, including without limitation, any product search results, product descriptions, product availability, pricing information advice, opinion, statement, recommendations, or other information displayed, uploaded or distributed in connection with the Services. ShopNEXT does not warrant that the functionality of the ShopNEXT Platforms will be uninterrupted or error-free, that defects will be corrected, or that they will be free of viruses or other harmful content. Further, ShopNEXT does not warrant, guarantee or make any representations regarding the quality of, or accuracy of advertisements for, any products or services offered or provided by its affiliate stores in conjunction with the services. ShopNEXT disclaims all liabilities associated with the security of the Payment Method. You shall be responsible to resolve any disputes with your financial institution, credit/debit card issuer or other provider of your selected Payment Method.

Use of Biometric, Phone or Third-Party Logins You may choose to allow access to your ShopNEXT account via third-party logins (e.g. Facebook or Google) or through your phone (by using a device passcode or your biometric data). You understand the need to protect your mobile device, its passcode and any biometric data login functions, as well as the need to protect your passwords used at these third-party sites (such as your Facebook account). The biometrics recognition feature is designed and owned by the respective mobile device. You acknowledge and understand that if you allow third parties’ biometrics being registered as part of the biometrics of your mobile device, they will be able to access your account. You acknowledge and understand that if possession of the mobile device you registered with ShopNEXT has changed for any reason and the device login service has not been disabled, others will be able to access your account. You acknowledge and understand that if your password to your Facebook or Google accounts are compromised or provided to others, that others will be able to access your account. In such events of unauthorised access, ShopNEXT shall not be held responsible for any loss. Please understand that the ShopNEXT service does not collect or store your biometric ID or Facebook or Google passwords, and relies on the third-party service or your mobile device to verify your identity. ShopNEXT does not guarantee that the service will be error-free and uninterrupted. If there is (through no fault of ShopNEXT) a transmission interruption or malfunction of this service, which causes inconvenience or inability to use the service, loss of data, errors, tampering by others, or other economic loss, ShopNEXT shall not be held liable for the same.

Limitation of Liability To the maximum extent permitted by applicable law, in no event shall ShopNEXT be liable for any special, incidental, consequential, exemplary, punitive or other indirect damages or for any loss profits, loss data or loss of use damages, even if it has been advised of the possibility of such damages. To the maximum extent permitted by applicable law, ShopNEXT’s maximum aggregate liability arising out of this agreement will not exceed USD$100.

Governing Law and Arbitration This Agreement, including any amendments thereto that ShopNEXT may from time to time make at its discretion, are governed by and construed in accordance with the laws of Vietnam. This includes all issues related to the scope, application, interpretation and enforceability of this Agreement and this arbitration provision. The arbitrator shall also decide whether any claim is subject to arbitration.

Assignment You may not assign your rights and obligations under this Agreement, in whole or in part, without prior written consent, and any such assignment without such consent will be null and void.

Headings Headings under this Agreement are intended only for convenience and shall not affect the interpretation of this Agreement.

Waivers / Severability Any failure to enforce any provision of this Agreement on the part of ShopNEXT will not be deemed a waiver of that provision. Any waiver of any provision of this Agreement by ShopNEXT on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be invalid, such invalidity shall not affect the remaining provisions.

Entire Agreement This Agreement (together with the additional terms and conditions referred hereto or generally) represents the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements and representations, written or oral (including without limitation, earlier version of this Agreement that may have been accepted by you). We reserve the right to modify this Agreement at any time. Your continued use of any of the ShopNEXT services or continued maintenance of an account with ShopNEXT shall constitute and be deemed to be your acceptance of such modification and your consent to abide by any terms thereof.

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