Tribe Retail Terms and Conditions

PART A MVP TERMS

A1.About the MVP

A1.1 Intelligence 81 Pty Ltd ACN 700 219 843 (App Owner, Operator, we, us) makes the app available as a Retail MVP to a selected set of users. Downloading the app from the Apple App Store or Google Play does not guarantee admission or access to every feature. You may participate only if selected or invited and eligible for the features you use. Property-related services are provided by the applicable landlord and managing agent. At Mason & Main, Merrylands, these are Merrylands BTR Investment Co Pty Ltd ACN 660 300 872 (Landlord) and Nation Management Pty Ltd ABN 41 668 109 037 (Managing Agent).

A1.2 Not every feature described in these Terms may be available at the start of the MVP. Features not yet available will be marked "Coming Soon" in the App, and some features are available only to retailers who meet eligibility requirements. These Terms apply to each feature from when it becomes available to you.

A2.Term

A2.1 Your participation continues while you are selected to participate, unless ended under clause A6 (MVP Participation Period). Participation itself is free. The transaction fees in clause B5 apply as set out in the Retailer Pack.

A3.Confidentiality

A3.1 You must keep confidential all non-public information about the MVP and the App disclosed to you in connection with the MVP (including its features, functionality, technology and roadmap), use it only to participate in the MVP, and not disclose it except as required by law. This obligation survives for two (2) years after the MVP ends, and indefinitely for the App's source code and underlying technology.

A4.Liability Cap and Indemnity for the MVP

A4.1 To the maximum extent permitted by law, neither party is liable for indirect or consequential loss, and our total liability to you arising from these Terms during the MVP Participation Period is capped at the greater of $1,000 or the total fees paid by you to us in the three (3) months before the event giving rise to the claim, except for liability that cannot lawfully be excluded (including for death, personal injury, fraud, or breach of clause A3). This cap applies in addition to, and does not limit, the allocation of responsibility for Customer Disputes in clause B6.

A4.2 You indemnify the Operator and the App Owner against loss arising from your breach of these Terms, misuse of the App, or breach of law, except to the extent caused or contributed to by the Operator, the App Owner or a failure, defect or error in the App.

A5.Your Lease Is Not Affected

A5.1 Nothing in these Terms varies, waives or replaces the terms of your lease or occupancy of your tenancy at the Centre. Participation in the MVP, including your obligations under the Retailer Pack, is separate from your lease. Participation in the MVP is voluntary and is not a condition of your lease. Declining to participate, or ending your participation, will not affect your lease or your relationship with the Landlord.

A6.Ending Your Participation

A6.1 You may stop using the App at any time. We may suspend or end your access to the App, or the MVP, on five (5) business days' written notice, or immediately if you breach these Terms or the Retailer Pack, or if the MVP is discontinued.

A7.Agency and Order of Precedence

A7.1 The App Owner provides the app as Operator. A landlord or managing agent is responsible for its own property-related services and may act within its authority under the relevant tenancy agreement or lease. At Mason & Main, the Managing Agent may act on behalf of the Landlord in relation to the property. Nothing in these Terms appoints the App Owner as a real estate agent.

A7.2 If there is any inconsistency between this Part A and Part B (including the Retailer Pack) on a matter this Part A addresses (such as the MVP Participation Period, confidentiality or the liability cap), this Part A prevails while the MVP is running.

PART B STANDARD TERMS OF USE

B1.Acceptance and Eligibility

B1.1 By creating an account or otherwise using the App on behalf of your business, you confirm you have authority to bind your business to these Terms (including Part A), and you accept these Terms on behalf of your business.

B2.Definitions

B2.1 "App" or "Tribe Retail" means the Tribe Retail application made available to you as described in these Terms. "App Owner" means Intelligence 81 Pty Ltd ACN 700 219 843. "Centre" means a participating retail location identified in your account, including Mason & Main, Merrylands. "Landlord" means your applicable landlord, including the Mason & Main Landlord identified in clause A1.1. "Operator", "we", "us" or "our" means the App Owner as app provider; references to the Landlord and Managing Agent concern their own property functions. "Retailer Pack" means the document titled "Tribe Retail App – Retailer App Journey " provided to you separately, as updated from time to time under clause B5.4, describing how the retailer feature works and what is expected of participating retailers. "MVP" means the Retail MVP for selected users described in Part A. "you" or "your" means the participating retailer. "AI Assistant" means the artificial intelligence assistant feature of the App (called "Sarah") described in clause B11. "Managing Agent" has the meaning given in clause A7.1. "Privacy Policy" means the Tribe Retail Privacy Policy available in the App. "Tribe Coins" means the loyalty points described in clause B5.7.

B3.Your Account

B3.1 You must provide accurate information when creating your account and keep it up to date.

B3.2 You are responsible for keeping your login details secure and for all activity on your account, including activity by your staff. Tell us immediately if you suspect unauthorised use.

B4.Licence to Use the App

B4.1 We grant you a non-exclusive, non-transferable, revocable, royalty-free licence to access and use the App to list and manage your offers and otherwise participate in the MVP, for the MVP Participation Period.

B4.2 You must not sub-license, sell, copy, reverse engineer, decompile, or use the App for any purpose outside the MVP. The App remains the property of the App Owner at all times.

B5.Retailer Program Terms — Discounts and Fees

B5.1 As a participating retailer, you must provide discounts, offers or promotions to App users through the App, in accordance with the Retailer Pack. The Retailer Pack describes how the retailer feature works, the offers you are expected to provide, and related operational requirements.

B5.2 You must honour any offer or discount you list on the App in accordance with its stated terms, and ensure your staff are aware of, and can honour, those offers at the point of sale. You are responsible for ensuring your offers (including any content prepared with the help of the AI Assistant) are accurate, not misleading, and comply with the Australian Consumer Law.

B5.3 You must pay the App Owner a fee equal to an amount as calculated in the Retailer Pack, payable in accordance with clause B7 or as otherwise set out in the Retailer Pack.

B5.4 We (or the App Owner) may update the Retailer Pack from time to time, including to change the offers expected, the fee structure, or operational requirements, by giving you at least 14 days' written notice. If you do not agree to the change, you may end your participation before it takes effect, without any fee or penalty. Otherwise, the updated Retailer Pack applies from the date stated in the notice.

B5.5 We may remove or suspend your offers, or your participation in the MVP, if you do not comply with the Retailer Pack or these Terms.

B5.6 The Retailer Pack forms part of these Terms. If there is any inconsistency between the Retailer Pack and this Part B on an operational matter it addresses (such as the offers expected or the fee), the Retailer Pack prevails. If there is any inconsistency on a legal or risk-allocation matter (such as liability, indemnity or intellectual property), this Part B prevails.

B5.7 Tribe Coins: App users may earn and redeem Tribe Coins (a loyalty program run by the App Owner). If you accept Tribe Coins as part of an offer, you must do so in accordance with the Retailer Pack, and the App Owner will reimburse you for the value of Coins redeemed with you in accordance with the settlement timetable in the Retailer Pack. Tribe Coins are not money and you must not exchange them for cash.

B6.Customer Disputes

B6.1 In this clause, Customer Dispute means any complaint, claim or dispute raised by a customer relating to an offer, promotion or transaction made available through the App, including as to pricing, availability, fulfilment, or the quality or conduct of your goods, services or staff.

B6.2 You are solely responsible for, and indemnify the Operator and the App Owner against, any loss, cost or liability arising from a Customer Dispute, except to the extent the Customer Dispute is caused or contributed to by a failure, defect or error in the App.

B6.3 To the extent a Customer Dispute is caused or contributed to by a failure, defect or error in the App, liability is apportioned accordingly, and the liability cap in clause A4 applies to our share of that liability.

B7.Payments and Fees

B7.1 Customers pay you directly for your goods or services. The Operator and App Owner do not receive or hold those payments. Payment may occur through your point-of-sale facilities or, where enabled, through Stripe on your behalf in the App.

B7.2 The fee payable under clause B5.3 will be invoiced to you by the App Owner monthly in arrears and is payable within 14 days of the invoice date by the payment method specified on the invoice or agreed in the Retailer Pack.

B7.3 You are responsible for the accuracy of your bank and payment details, and for any GST or other tax obligations arising from your participation in the MVP.

B7.4 Refunds and payment disputes with App users are handled in accordance with clause B6 (Customer Disputes).

B8.Business Verification

B8.1 You must provide accurate business details (such as your ABN and bank account details) when creating your account, and keep them up to date.

B8.2 We, our payment provider or our verification provider may verify your business details before enabling payment features.

B9.Intellectual Property

B9.1 All intellectual property in and to the App, the Tribe platform and related materials, trademarks and technology (App IP) is owned by, and remains the property of, the App Owner (or its licensors). Nothing in these Terms transfers any App IP to you.

B9.2 Your own trademarks, branding and business information remain your property.

B9.3 You grant the Operator and the App Owner a non-exclusive, royalty-free licence to use your trademarks, logo and offer content within the App and associated marketing, for the purpose of promoting your participation in the MVP.

B9.4 If you provide feedback, suggestions or ideas about the App, we may use, incorporate and commercialise that feedback without restriction, attribution or payment to you.

B9.5 The App may include open-source software components, licensed on the terms of their respective open-source licences; a list of these is available on request.

B10.Privacy and Data

B10.1 We handle personal information (including about your staff) in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles and the Privacy Policy, available in the App.

B10.2 If you input personal information belonging to your customers or staff into the App (for example, as part of an offer or promotion), you must ensure you hold the necessary notices and consents to do so, and handle that information in accordance with applicable privacy law.

B10.2A When an App user redeems one of your offers, we may give you the user's first name and offer code so you can verify and honour the offer. You must use that information only for that purpose and must not use it to send marketing to the user unless the user has separately consented to receive marketing from you.

B10.3 We may disclose your business and payment information to the App Owner, the Operator, and third-party payment providers (currently Stripe), for the purposes of operating the App and processing fees. Information is hosted in Australia. Some of our service providers may access or process it outside Australia (including in the United States for Google Gemini AI processing), as explained in the Privacy Policy; where they do, we take reasonable steps to ensure it is handled consistently with the Australian Privacy Principles.

B10.4 We may use your contact details to send you information about the App or the MVP. You can opt out of marketing communications at any time.

B10.5 You may request access to, or correction of, personal information we hold about you by contacting the Operator.

B10.6 If a data breach occurs that is likely to result in serious harm, we will notify affected individuals and the Office of the Australian Information Commissioner in accordance with the Notifiable Data Breaches scheme.

B10.7 Where a feature of the App uses your personal information to make a decision that significantly affects your rights, we will describe how that works in our Privacy Policy.

B10.8 The App uses technical information and app activity records to operate the service, understand usage, diagnose errors and protect security, as described in the Privacy Policy. You can manage device permissions in your device settings.

B11.AI and Automated Features

B11.1 The App includes an AI Assistant called "Sarah" that helps you find information, guides you through processes in the App, sends reminders and answers questions. Features that use AI are labelled in the App. Although Sarah has a name, Sarah is an automated AI tool, not a person. The AI Assistant does not make decisions about your participation, offers or fees; those are made by the Operator or by predefined business rules. The AI Assistant uses Google Gemini, hosted in the United States. Information handling is explained in the applicable Privacy Policy.

B11.2 If you interact with a chatbot or virtual assistant in the App, you will be told that you are interacting with an automated tool, not a person.

B11.3 The AI Assistant provides general information only. It may make mistakes, and its responses are not legal, financial, tax or business advice. You are responsible for checking any content or suggestion before you use or publish it.

B12.Consumer Guarantees and Complaints

B12.1 Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you have under the Australian Consumer Law or other law that cannot be lawfully excluded.

B12.2 If you have a complaint about the App, contact the Operator at info@tribeapp.com.au or 1800 169 100. We aim to acknowledge complaints promptly and resolve them within a reasonable time.

B12.3 If a dispute with us is not resolved, you may contact the NSW Small Business Commissioner. Complaints from your customers are handled in accordance with clause B6 (Customer Disputes).

B13.Security and Acceptable Use

B13.1 You must not use the App to: (a) scrape, reverse engineer or interfere with the App or its security; (b) engage in fraudulent, unlawful or misleading conduct; (c) upload or transmit malicious code; or (d) infringe any person's rights.

B13.2 If we become aware of a security incident affecting your personal or business information, we will notify you in accordance with clause B10.6.

B13.3 If you become aware of a security vulnerability in the App, please report it to info@tribeapp.com.au or 1800 169 100 rather than disclosing it publicly.

B14.About Us

B14.1 The App is owned and made available by the App Owner. Property services are provided separately by the applicable Landlord and Managing Agent.

B14.2 Property management services are provided by the applicable Managing Agent under the authority of the Landlord and applicable real estate licensing law. For Mason & Main, these services are provided under the Property and Stock Agents Act 2002 (NSW). The App does not itself provide real estate agency services.

B15.Liability

B15.1 To the maximum extent permitted by law, all conditions, warranties and representations not expressly set out in these Terms are excluded.

B15.2 The liability cap, indemnity and other protections in Part A (clause A4), together with the allocation of responsibility in clause B6 (Customer Disputes), apply to your use of the App during the MVP Participation Period. This Part B does not create any additional liability beyond what Part A and clause B6 provide, except for liability that cannot lawfully be excluded.

B15.3 Information in the App (including any usage data, reports or insights about your offers) is general information only and is provided for convenience. It is not legal, financial, tax or business advice, and we do not guarantee any level of customer traffic, sales or results from participating in the MVP.

B16.Changes, Termination and General

B16.1 We may update these Terms, including to reflect regulatory requirements or changes to the App, by posting updated terms in the App. We will tell you before making a material change during the MVP Participation Period. The Retailer Pack may be updated as set out in clause B5.4. If you do not agree to a material change, you may end your participation before the change takes effect.

B16.2 We may suspend or end your access to the App in accordance with Part A.

B16.3 These Terms are governed by the laws of New South Wales.

B16.4 If any part of these Terms is invalid or unenforceable, the rest continues to apply.

B16.5 These Terms, the Retailer Pack, and our Privacy Policy are the entire agreement between you and us about your participation in the MVP.

B16.6 You may not transfer your rights under these Terms. We may transfer our rights and obligations to another entity performing the same role (for example, if the Centre is sold), and the Landlord may change the Managing Agent.

B17Account deletion

B17.1 You can request deletion of your app account and associated personal information by contacting privacy@tribeapp.com.au. Identify the app and the email address associated with your account. The Privacy Policy explains how associated personal information is deleted and which records may need to be retained.

B17.2 Deleting your app account does not terminate or vary your retail lease or discharge amounts already due. Outstanding transactions, fees and reimbursements are handled under these Terms and the Retailer Pack.