Future Proof Program Agreement

This Future Proof Program Agreement (the "Agreement") is a legal contract that governs the Future Proof Program ("Plan"). The Agreement is between you, the purchaser of the Plan ("you" or "your"), and Next Byte Pty Ltd ("NB"). Throughout this Agreement, the words "we", "us" and "our" refer to NB. By purchasing the Plan, you acknowledge that this is a legal contract and that you have read and understood the terms and conditions of the Plan. This Agreement and your original purchase receipt comprise the entire agreement relating to the Plan. This Plan is only available in Australia.

1. DEFINITIONS. In this Agreement:

1. ACCESSORIES means all original accessories and included items which came with the Device. These include, but are not limited to, original software, power adapters, cables, remotes and batteries.
2. DEVICE means the consumer electronics product covered by this Agreement purchased at the same time as the Plan.
3. EFFECTIVE DATE means the date that you are eligible to submit a claim for a Future Proof Amount beginning thirty-one (31) days after the Purchase Date.
4. EXPIRATION DATE means the last date upon which you may initiate a claim for the Future Proof Amount under the terms of the Plan.
5. FUTURE PROOF AMOUNT means the amount that you will receive in the form of Next Byte® Credit or cash in exchange for selling your Device to NB and NB buying the Device from you within the Plan Period on the terms and conditions of this Agreement. The Future Proof Amount changes based on both the Term Period when you sell your Device under the Plan and the condition of the Device at the time of such sale as described in Paragraph 9.
6. ORIGINAL PURCHASE PRICE means the price you paid for your Device as documented on your original purchase receipt.
7. PLAN FEE means the amount that you pay to purchase the Plan.
8. PLAN PERIOD means the period commencing on the Effective Date and ending on the Expiration Date, during which the Plan is valid. You may only initiate a claim for the Future Proof Amount under the Plan during the Plan Period. The Plan Period is subdivided into four Term Periods.
9. PURCHASE DATE means the date that you purchase the Device and the Plan.
10. TERM PERIOD means a sub-period of the Plan Period. There are four (4) Term Periods, each six (6) months long.

2. TERM PERIODS AND CORRESPONDING FUTURE PROOF AMOUNT.

*Your Device does not qualify for a Future Proof Amount outside of these Term Periods
** Future Proof Amount is subject to the terms of Paragraph 9

3. DESCRIPTION OF THE PLAN.

The Plan allows you to sell to NB, and NB agrees to buy, the Device at the Future Proof Amount during the Plan Period on the terms and conditions set out in this Agreement.

4. RECEIPT AND PHOTO ID REQUIRED.

You will be required to have a Next Byte receipt and a government issued photo identification to initiate your claim for a Future Proof Amount. The receipt must include both your Device and unique Plan identification showing that you purchased both the Plan and the Device at the same time.

5. WHEN YOU ARE READY TO CLAIM YOUR FUTURE PROOF AMOUNT.

1. You will need to return to a Next Byte store location with:
   1. the Device;
   2. its Accessories;
   3. your original receipt documenting your purchase of the Plan and the Device; and
   4. government issued photo identification.
2. You will be required to sign an acknowledgment of transfer of ownership of the Device to the effect that:
   1. you are the rightful owner of the Device;
   2. all information you have provided is accurate;
   3. the transaction is final;
   4. you understand that it is your responsibility to remove all data from the Device and you have removed all data; and
   5. you release NB from any and all claims arising out of the transfer of the Device.

After purchasing the Device from you, NB intends on placing the Device in secondary retail markets where the Device will be sold to consumers and/or businesses.

6. TIME OF ESSENCE; FAILURE TO EXERCISE.

Time is of the essence in this Agreement and is a material term of the Agreement. The Future Proof Amount decreases over time and if you fail to initiate a claim for the Future Proof Amount within the allotted Plan Period then your Plan will expire on the day after the Expiration Date as described in your Plan description on your original purchase receipt. After the Expiration Date you will no longer have the ability to sell your Device to NB and receive a Future Proof Amount and NB will no longer have any obligations to you under this Agreement. The Plan has no value after the Expiration Date.

7. RETENTION OF PLAN FEE; PAYMENT OF FUTURE PROOF AMOUNT.

1. RETENTION OF PLAN FEE. The Plan Fee will only be returned to you upon a cancellation of this Plan subject to these terms and conditions. See Paragraph 10 for specific details.
2. PAYMENT OF FUTURE PROOF AMOUNT. Payment of the Future Proof Amount to you by NB constitutes fulfillment of all of NB's obligations under this Agreement and terminates this Agreement.
3. TIMING OF PAYMENT OF THE FUTURE PROOF AMOUNT. Payment of the Future Proof Amount by NB shall be made following receipt of the Device by NB, subject to Acceptance Testing as described in Paragraph 9. Upon completion of Acceptance Testing your Future Proof Amount will be paid in the form of Next Byte® Credit or cash based on the schedule of Term Periods, the corresponding Future Proof Amounts, and the results of Acceptance Testing. At that time, all rights, title and interest in relation to the Device will transfer to NB.
4. GST. You are responsible for paying and accounting for any GST that may be applicable to you for the sale of the Device to NB. NB makes no representations or warranties regarding your possible GST liabilities for this transaction. All GST liabilities for your sale of the Device to NB are solely your responsibility.

8. LOSS.

You agree to maintain the Device in good condition and working order, and to have any fault or damage rectified before you make a claim for a Future Payment Amount. In the event of a fault or defect, you should refer to your manufacturer's warranty and your rights under the Australian Consumer Law (see clause 13). At all times prior to receipt of the Device by NB, the risk of loss of the Device shall be on you. The risk of loss shall transfer to NB upon acceptance of the Device by NB or its assent following the testing described in Paragraph 9.

9. ACCEPTANCE TESTING.

If you initiate a claim for the Future Proof Amount in accordance with the terms of this Agreement, NB reserves the right to adjust the Future Proof Amount according to the following grading system as part of its inspection of the Device ("Acceptance Testing"). You must make any manufacturer warranty or service plan claim prior to initiating a claim for the Future Proof Amount. The six condition grades used in the Acceptance Testing are as follows:

1. NO NOTICEABLE FLAWS. The Device is fully functional with no technical problems, and looks brand new with no wear and tear. If NB grades the condition of the Device as NO NOTICEABLE FLAWS, no adjustment will be made to the Future Proof Amount.
2. SLIGHT WEAR & TEAR. The Device is fully functional with no technical problems, no major scratches, no dints and very slight wear and tear. If NB grades the condition of the Device as SLIGHT WEAR & TEAR, a very minimal adjustment will be made to the Future Proof Amount.
3. NORMAL WEAR & TEAR. The Device is fully functional with no technical problems, with only a few scratches due to normal use, no dints and slight wear and tear. If NB grades the condition of the Device as NORMAL WEAR & TEAR, a minimal adjustment will be made to the Future Proof Amount.
4. MODERATE WEAR & TEAR. The Device is fully functional with no technical problems, with scratches due to normal use, slight dints and some wear and tear. If NB grades the condition of the Device as MODERATE WEAR & TEAR, an adjustment will be made to the Future Proof Amount.
5. SERIOUS WEAR & TEAR. The Device is fully functional with no technical problems, with large scratches due to abnormal use, large dints and heavy wear and tear. If NB grades the condition of the Device as SERIOUS WEAR & TEAR, an adjustment will be made to the Future Proof Amount.
6. FUNCTIONAL OR PHYSICAL PROBLEMS. The Device has one or more of the following issues:
   1. The Device has functional damage or product failure that affects its ability to perform its function or impairs its use and cannot be easily repaired;
   2. The Device has been recalled by its manufacturer and has not been repaired or replaced before providing it to NB;
   3. The Device has water damage or damage from bodily fluids;
   4. The Device shows indications of a serial number modification;
   5. The Device has insect/rodent damage.

All damage described in Paragraph 9(f) must be repaired before initiating a claim for the Future Proof Amount. If any damage or defect is due to a breach of a consumer guarantee as set out in the Australian Consumer Law, you may return the device to a Next Byte store location for us to remedy the breach. If the Device is considered to be substantially impaired, the Device will be considered a Rejected Device as provided in Paragraph 11.

The Device is expected to be returned with all Accessories. Each Accessory is expected to be in good condition and in working order. Future Proof Amounts will be further reduced by the replacement value of each Accessory that is either not included with your Device, not in good condition or not in working order, regardless of the Acceptance Testing Condition Grade that is ultimately assigned to your Device. Your Future Proof Amount may be reduced even if your Device is assigned an Acceptance Testing Condition Grade of No Noticeable Flaws or Slight Wear & Tear if each Accessory is not included with your Device, not in good condition or not in working order.

10. CANCELLATION.

There are no fees to cancel the Plan. This Plan may be cancelled by us for fraud or material misrepresentation, as determined by us. In the event of cancellation by us, written notice of cancellation will be mailed to you not less than sixty (60) days before the cancellation is effective. If we cancel the Plan, you will receive a pro-rata refund of the Plan Fee based on the percentage of the Plan's unexpired Plan Period. If you cancel within thirty (30) days of the Purchase Date, you will receive a full refund of the Plan Fee. If you cancel more than thirty (30) days after the Purchase Date, you will receive a pro rata refund of the Plan Fee based on the percentage of the Plan's unexpired Plan Period. Any cancellation must be made at a Next Byte store location with all original receipts.

11. REJECTED DEVICE. If the Device is a Rejected Device we will return it to you.

12. OTHER TERMS AND CONDITIONS.

1. DEVICE PURCHASED CONCURRENTLY WITH THIS PLAN. You warrant that you are the legal and beneficial owner of the Device as at the Purchase Date. You further warrant that you have purchased the Device concurrently with the Plan, and agree that the terms of this Agreement cover only the Device and NOT any similar or alternative Device except as specified in Paragraph 12(g). NB reserves the right to terminate the Plan if you do not purchase the Device at the same time you purchase the Plan.
2. PURCHASER RECORDS. You may be asked to provide information from your original purchase receipt as a condition for receiving the Future Proof Amount under the Plan. YOUR ORIGINAL SALES RECEIPT SHOULD BE KEPT WITH THIS AGREEMENT IN A SAFE PLACE.
3. TECHNICAL SPECIFICATIONS. In order for the Plan to be valid and effective, the actual technical specifications of the Device must match the technical specifications, including the model number ("Technical Specifications") of the Device you purchased for the Plan, except as specified in Paragraph 12(g). In cases where Paragraph 12 (g) does not apply and the actual specifications of the Device you bring to a Next Byte store location do not match the specifications of the Device covered by the Plan, or if the original purchase receipt cannot be produced or does not match the Device, the Device will be considered a Rejected Device, as provided in Paragraph 11.
4. PERSONAL DATA, CONFIDENTIAL INFORMATION. You hereby acknowledge that it is your responsibility to remove all personal data (e.g., files, photos, videos, music, etc.), confidential, trade secret, and/or proprietary information from the Device prior to initiating a claim for the Future Proof Amount. You agree that NB, our related companies and affiliates are not responsible for the loss or destruction of any personal data left on the Device. You understand and agree that any data or files stored on the Device will be unrecoverable. To the extent permitted by applicable law, you hereby release us, our related companies and affiliates from any liability arising out of or related to the deletion of any data or files from the Device and the non-availability of the Device after it has been accepted by NB.
5. PERSONAL USE OF DEVICE ONLY. This Agreement may only be purchased for Devices that are utilised for personal, family or household use only. It may not be purchased for Devices that are utilised for commercial purposes.
6. EXEMPTION FROM EXPIRATION DATE. You may qualify for an exemption from the Expiration Date if the Device is being repaired or replaced by a manufacturer under its warranty or a service plan provider or through a recall process by a manufacturer during the Expiration Date. To qualify for this exemption, you must complete all of the following:
   1. Notify NB, at a Next Byte store location, that the Device is being repaired under warranty or a service plan or has been recalled by its manufacturer, within three (3) days of sending or delivering the Device to the manufacturer or service plan repairer/issuer and before the Expiration Date; and
   2. Bring the Device to a Next Byte store location within three (3) days of receiving it from the manufacturer or service plan repairer/issuer; and
   3. Include with the Device delivered to NB the paperwork relating to (I) the warranty return from the manufacturer warranty or service plan issuer or (II) the recall from the manufacturer, which identifies the date you sent or delivered the Device to the manufacturer or service plan repairer/issuer and the date you received the repaired Device from the manufacturer or service plan repairer/issuer.
7. EXEMPTION FROM TECHNICAL SPECIFICATIONS. You may also qualify for an exemption from the Technical Specification requirements in Paragraph 12(c) if the Device is replaced by a manufacturer or service plan provider or through a recall process by a manufacturer. To qualify for this exemption, you must complete all of the following:
   1. Notify NB, at a Next Byte store location, of the change in serial numbers within ten (10) days of receiving the replacement Device; and
   2. Include the original paperwork for the manufacturer or service plan replacement or recall replacement from the manufacturer or service plan repairer/issuer from the manufacturer or service plan repairer/issuer clearly identifying the old serial number of the Device and the new serial number of the Device when providing the Device to NB.
8. PLAN ADMINISTRATION. Your rights under these terms and conditions, including, without limitation, the payment of any Future Proof Amount, are expressly contingent upon your complete and full compliance with each and every one of the requirements set forth in this Agreement. All eligibility and other matters relating to your purchase or use of the Plan will be determined by NB and each such determination will be binding on you.
9. NOT TRANSFERABLE. The Plan is not transferable to another owner of the Device.
10. EXCLUSIONS. This Agreement and the Plan is not an insurance policy, warranty against defects or service contract and does not provide coverage for Devices that have been lost, stolen or for the repair or replacement of damaged Devices. Your rights in the event that the Device is affected by a defect or other failure are set out in the Australian Consumer Law and the warranty documents that accompanied the Device. Nothing in these terms and conditions is intended to limit or detract from your rights under the Australian Consumer Law as they relate to the Device or the Plan. The Plan does not cover failures or parts and/or labour costs incurred as a result of a manufacturer's recall, fees or costs related to third-party contracts or consequential or incidental damages, including but not limited to loss of use, loss of business, loss of profits, loss of data, down-time, charges for time and effort.

13. THE AUSTRALIAN CONSUMER LAW.

Under the Australian Consumer Law you have certain rights, known as 'consumer guarantees'. Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. The Plan is designed to provide benefits over and above your consumer guarantees.

14. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NB'S TOTAL LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR STRICT LIABILITY), OR OTHERWISE), ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE PLAN SHALL NOT EXCEED THE FUTURE PROOF AMOUNT PAYABLE TO YOU FOR THE DEVICE GIVING RISE TO THE CLAIM.