Terms and Conditions

VERSION 1.0 DATED 12 March, 2012

IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.

BY ACCEPTING THIS AGREEMENT, EITHER BY CHECKING A BOX OR BY CLICKING A BUTTON LABELED "I AGREE" ON A FORM WITH THE TITLE "TERMS AND CONDITIONS" INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

1. DEFINITIONS: "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.; "Agreement" means the agreement between You and Us pursuant to these terms and conditions.; "ETSY" means the online ecommerce sales service www.etsy.com.; "ETSY API" means the Application Programming Interface service provided by ETSY that Our Services uses to collect and update Your Data.; "Order Form" means: (a) the documents for placing orders, or hereunder, including addenda thereto, that are entered into between You and Us from time to time, including addenda and supplements thereto, and (b) Subscription Plan and Subscription Choice. Order Forms shall be deemed incorporated herein by reference.; "Our Website" means means http://www.blugrin.com.; "Purchased Services" means Services that You purchase under an Order Form, as distinguished from those provided pursuant to a free trial.; "Schedule A" means Schedule A attached at the end of this agreement.; "Schedule B" means Schedule B attached at the end of this agreement.; "Subscription Plan" means the subscription plans listed in Schedule B herein and are available for selection on the "Choose a Plan" page located at the http://www.blugrin.com webpage.; "Subscription Choice" means the choice of Subscription Plan made by You clicking on a Subscription Plan box and clicking "Subscribe" on the "Choose a Plan" page located at the http://www.blugrin.com webpage.; "Services" means the products and services that are ordered by You under a free trial or an Order Form and made available by Us online via the customer login link at http://www.blugrin.com and/or other web pages designated by Us, including associated offline components, as described in the User Guide and Schedule A hereto.; "User Guide" means the online user guide for the Services, accessible via login at http://www.blugrin.com, as updated from time to time. You acknowledge that You have had the opportunity to review the User Guide during the free trial described in Section 2 (Free Trial) below.; "Users" means individuals who are authorized by You to use the Services. Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business.; "We", "Us" or "Our" means the Blugrin company described in Section 11 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).; "You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.; "Your Data" means all electronic data or information submitted by You to the Purchased Services.

2. FREE TRIAL: If You register on Our Website for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered or are registering to use the applicable Service or (b) the start date of any Purchased Services ordered by You. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.; ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROM PROFESSIONAL EDITION TO STANDARD EDITION); THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST. NOTWITHSTANDING SECTION 8 (WARRANTIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY.

3. PURCHASED SERVICES

Provision of Purchased Services.: We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Forms during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.

4. USE OF THE SERVICES

4.1. Our Responsibilities.: We shall: (i) provide Our basic support for the Purchased Services to You at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours notice via the Purchased Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 1:00 a.m. Monday Eastern Standard Australian Time), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, ETSY API Services are unavailable, acts of God, acts of government, unauthorised or unlawful acts of third parties, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Our employees), Internet service provider failures or delays, unavailability, delay or failure concerning telecommunication infrastructure services or denial of service attacks, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations.

4.2. Our Protection of Your Data.: We shall use reasonable endeavours to maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Except as otherwise allowed pursuant to this agreement, We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 7.3 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.

4.3. Your Responsibilities.: You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) use your best endeavours to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.

4.4. Usage Limitations.: Your use of Our Services constitutes a non-exclusive, non-transferable, revocable, limited license to access and Our Services pursuant to the Terms of Use listed herein. We reserve all our rights including the right to terminate this license at any time for any reason.

5. FEES AND PAYMENT FOR PURCHASED SERVICES

5.1. Fees.: You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are based on services purchased and not actual usage, (ii) payment obligations are non-cancellable and fees paid are non-refundable.

5.2. Invoicing and Payment.: All Invoicing and payments are done via the third-party service PAYPAL. You authorize Us to charge and automatically deduct from your PAYPAL account by PAYPAL on regular intervals based on the payment schedule agreed upon in the Order Form. Such charges shall be made in advance, either monthly, quarterly, or annually or in accordance with any different billing frequency stated in the applicable Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 7 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to PAYPAL and notifying PAYPAL of any changes to such information.

5.3. Suspension of Service and Acceleration.: If any amount owing by You under this or any other agreement for Our services is overdue (or 7 or more days overdue in the case of amounts You have authorized Us to SUSPEND service).

5.4. Payment Disputes.: We shall not exercise Our rights under Section 5.3 (Suspension of Service and Acceleration) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

5.5. Taxes.: Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees.

5.6. Currency.: All fees are in Australian Dollars ("AUD") and to be paid in AUD unless otherwise notified in writing by Us.

6. PROPRIETARY RIGHTS

6.1. Reservation of Rights in Services.: Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

6.2. Restrictions.: You shall not (i) permit any third party to access the Services except as expressly permitted by Us herein or in an Order Form, (ii) create derivate works based on the Services except as expressly authorized herein, (iii) reverse engineer the Services, or (iv) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

6.3. Your Data.: Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein.

6.4. Suggestions.: We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations, testimonials or other feedback provided by You, including Users, relating to the operation of the Services.

7. CONFIDENTIALITY

7.1. Definition of Confidential Information.: As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services and Our Data; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Your Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

7.2. Protection of Confidential Information.: The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

7.3. Compelled Disclosure.: The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

8. WARRANTIES AND DISCLAIMERS

8.1. Our Warranties.: We warrant that (i) We have validly entered into this Agreement and have the legal power to do so, (ii) the Services shall perform materially in accordance with the User Guide, (iii) We will not transmit Malicious Code to You, provided it is not a breach of this subpart (iv) if You or a User uploads a file containing Malicious Code into the Services and later downloads that file containing Malicious Code. For any breach of a warranty above, Your exclusive remedy shall be limited to that as provided in Section 10.3 (Termination for Cause) and Section 10.4 (Refund or Payment upon Termination) below.

8.2. Your Warranties.: You warrant that You have validly entered into this Agreement and have the legal power to do so.

8.3. Disclaimer.: EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8.4. Non-GA Services.: From time to time We may invite You to try, at no charge, Our products or services that are not generally available to Our customers ("Non-GA Services").You may accept or decline any such trial in Your sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, nonproduction or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. NON-GA SERVICES ARE NOT CONSIDERED "SERVICES" HEREUNDER AND ARE PROVIDED "AS IS" WITH NO EXPRESS OR IMPLIED WARRANTY. We may discontinue Non-GA Services at any time in Our sole discretion and may never make them generally available.

9. LIMITATION OF LIABILITY

9.1. Limitation of Liability.: NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE LESSER OF $100 OR THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT FOR PURCHASED SERVICES).

9.2. Exclusion of Consequential and Related Damages.: IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10. TERM AND TERMINATION

10.1. Term of Agreement.: This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Services for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period.

10.2. Term of Purchased User Subscriptions.: User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 60 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not exceed 7% of the pricing for the relevant Services in the immediately prior subscription term, unless the pricing in such prior term was designated in the relevant Order Form as promotional or one-time.

10.3. Termination for Cause.: A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

10.4. Refund or Payment upon Termination.: Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination less a termination penalty fee. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

10.5. Return of Your Data.: Upon request by You made within 30 days after the effective date of termination of a Purchased Services subscription, We will make available to You for download a file of Your Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.

10.6. Surviving Provisions.: Section 5 (Fees and Payment for Purchased Services), 6 (Proprietary Rights), 7 (Confidentiality), 8.3 (Disclaimer), 9 (Limitation of Liability), 10.4 (Refund or Payment upon Termination), 10.5 (Return of Your Data), 11 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and 13 (General Provisions) shall survive any termination or expiration of this Agreement.

11. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION

11.1. General.: Who You are contracting with under this Agreement, who You should direct notices to under this Agreement, what law will apply in any lawsuit arising out of or in connection with this Agreement, and which courts can adjudicate any such lawsuit, depend on where You are domiciled.

11.2. Manner of Giving Notice.: Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.

11.3. Agreement to Governing Law and Jurisdiction.: Each party agrees that this Agreement shall be governed by the law in force in New South Wales, Australia and submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia to determine any dispute, difference or disagreement arising out of or in connection with, and to enforce, this Agreement.

11.4. Waiver of Jury Trial.: Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

12. ADVERTISEMENTS: We are supported in part by advertising revenue and may display advertisements and promotions throughout Our Services. These advertisements may be targeted to the content of information stored Our Services, queries made through Our Services, or other information submitted. The manner, mode, and extent of advertising by Us within Our Services are subject to change without specific notice to You. In consideration for Us granting you access to Our Services, You agree that We may place such advertising throughout Our Services.

13. GENERAL PROVISIONS

13.1. Export Compliance.: The Services, other technology We make available, and derivatives thereof may be subject to export laws and regulations of Australia. You agree that We are not liable for any loss or damage to you arising out of our compliance thereof.

13.2. Relationship of the Parties.: The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the parties. No act or omission of either party is to bind the other party except as expressly set out in this document.

13.3. No Third-Party Beneficiaries.: There are no third-party beneficiaries to this Agreement.

13.4. Waiver.: A right may only be waived in writing, signed by the Party giving the waiver. No other conduct of a Party (including a failure to exercise, or delay in exercising, the right) operates as a waiver of the right or otherwise prevents the exercise of the right. A waiver of a right on one or more occasions does not operate as a waiver of that right if it arises again. The exercise of a right does not prevent any further exercise of that right or of any other right.

13.5. Severability.: Any provision of this document that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this document nor affect the validity or enforceability of that provision in any other jurisdiction.; Each word, phrase, sentence, paragraph and clause (a provision) of this deed is severable and if a court determines that a provision is unenforceable, illegal or void the court may sever that provision which becomes inoperative and such severance will not affect the other provisions of this Agreement.

13.6. Attorney / Legal Fees.: You agree to pay on demand all of Our reasonable attorney / legal fees on the indemnity basis and other costs incurred by Us to collect any fees or charges due to Us under this Agreement following Your breach of Section 5.2 (Invoicing and Payment).

13.7. Assignment.: Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.8. Changing the Agreement.: You agree that we can make changes to this agreement if We give you at least 21 days written notice (including by email) of the change, and you have the right to cancel the services without incurring any extra fees or charges upon providing us written notice within 21 days from the date of our written notification to You.

13.9. Entire Agreement.: This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

SCHEDULE A: Services comprise the following Blugrin products and services available by Us online via the customer login link at http://www.blugrin.com, namely: (a) "BETSI" subscription based downloadable application.

SCHEDULE B

All Subscription Plans listed below for use of the downloadable applications listed in Schedule A are subject to the terms and conditions contained in this Agreement. Subscription Plans Include:

(a) "Trial Subscription": Is a free subscription provided to You for the limited purpose of trialling the products and services listed in Schedule A.; Allows You to use 20 uploads or 7 days, whichever expires first.

(b) "Monthly Subscription": Is a paid subscription for use for 12 months by You of the products and services listed in Schedule A.; Payment for the subscription is by twelve (12) monthly instalment payments per month.

(c) "Quarterly Subscription": Is a paid subscription for use for 12 months by You of the products and services listed in Schedule A.; Payment for the subscription is by four (4) instalment payments, payable every 3 months.

(d) "Yearly Subscription": Is a paid subscription for use for 12 months by You of the products and services listed in Schedule A.; Payment for the subscription is an upfront payment every 12 months.

Pricing for "Monthly Subscription", "Quarterly Subscription". and "Yearly Subscription" is listing on Our website at http://www.blugrin.com/Betsi/Pricing webpage.

Disclaimer: The term ‘Etsy’ is a trademark of Etsy, Inc. This application uses the Etsy API but is not endorsed or certified by Etsy, Inc.