Terms

PROPERTI TECH PTY LTD ABN 90 635 062 029

TERMS OF SERVICE

INTRODUCTION

The Company provides the “Properti” digital platform for social media and marketing management. Use of the Platform is subject to these Terms of Service.

Definitions

The following terms are used regularly throughout these Terms of Service and have a particular meaning:

(a) ABN means Australian Business Number.

(b) Account means a registered account with the Platform.

(c) Advertising Costs means the advertising costs and expenses incurred from marketing the Customer’s business using the Platform.

(d) Ad Spend Fee means a Fee charged by the Company as a margin added onto Advertising Costs incurred by the Company on behalf of the Customer, as agreed in the Proposal or otherwise (where applicable).

(e) Ad Spend Minimum means the minimum Advertising Costs to be maintained by the Customer on an ongoing basis, as agreed in the Proposal or otherwise (where applicable).

(f) Administrator means the User authorised to administer the Account on behalf of the Customer.

(g) Audience means the type and classification of individuals to target for Social Posts, as customised by the User within the Platform.

(h) Authorised User means any user of the Platform authorised to access the Account.

(i) Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Brisbane, Australia.

(j) Campaign means a marketing campaign deployed and managed via the Platform.

(k) Company means Properti Tech Pty Ltd ABN 90 635 062 029.

(l) Confidential Information means any written or verbal information that:

i Is about each party’s business or affairs;

ii Is about the conduct of each party under these Terms of Service, during the term of these Terms of Service;

iii A party informs the other party that it considers it confidential and/or proprietary;

iv A party would reasonably consider to be confidential in the circumstances; and

v Is personal information within the meaning of the Privacy Act.

but does not include information that a party can establish:

vi Was in the public domain at the time it was given to that party;

vii Became part of the public domain, without that party’s involvement in any way, after being given to the party;

viii Was in party’s possession when it was given to the party, without having been acquired (directly or indirectly) from the disclosing party; or

ix Was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation.

(m) CRM means a customer relationship management software solution used by the Customer.

(n) Customer means the entity that the Platform is licensed to under these Terms of Service (which if in doubt shall be the named Account holder).

(o) Fee means a Fee charged by the Company for access and use of the Platform and/or provision of the Implementation Services, as agreed in the Proposal or otherwise.

(p) GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(q) Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property;

(r) Implementation Services means any services provided by the Company to the Customer to assist with the set-up, deployment and use of the Platform.

(s) Included User Limit means the maximum number of Authorised Users permitted for an Account, as agreed in the Proposal or otherwise (where applicable).

(t) Minimum Subscription Term means the fixed minimum term in which Subscription Fees are payable by the Customer and is 12 months unless agreed otherwise in writing.

(u) Mobile Application Marketplace means an online marketplace for access to the Platform and other applications for mobile devices, such as the App Store.

(v) Platform means the “Properti” digital marketing platform owned and operated by the Company, accessible from the Site and/or Mobile Application Marketplace from time-to-time.

(w) Privacy Act means the Privacy Act 1989 (Cth).

(x) Privacy Policy means the Company’s privacy policy as updated from time-to-time, which can be found at the Site.

(y) Proposal means any letter, quote, proposal or form that sets out, amongst other things, the scope of the Implementation Services and/or applicable Fees.

(z) Report means a digital report generated via the Platform providing metrics, results, insights, and other information relating use of the Account, such as performance of Campaigns.

(aa) Site means the Company’s website accessible at https://www.properti.ai/ and any other URL the Company may adopt from time-to-time.

(bb) Social Media Account means a third-party social media account owned and/or managed by the Customer including (without limitation) Facebook, Instagram, Linkedin, Youtube and Google My Business.

(cc) Social Post means a post created and/or shared to a Social Media Account using the Platform comprising of images, videos and/or text.

(dd) Subscription Fee means a Fee charged by the Company for use of the Platform on a periodical basis, as notified to the Customer from time-to-time.

(ee) Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(ff) Terms of Service means the terms and conditions of using the Platform, as updated from time-to-time, which can be found at the Site.

(gg) Third Party Service means an independent product or service provided by third party service provider that may be connected and used with the Platform.

(hh) Third Party Service Terms means the standard user terms of service for access to and use of a Third Party Service.

(ii) User means any registered user of the Platform.

(jj) User Data means any information, documents or other data that is uploaded into, or created using, the Platform by the User, or that otherwise forms part of the User’s Intellectual Property but excludes any derivative data (such as analytics).

1 Agreement

1.1 The licence granted under these Terms of Service shall be ongoing until terminated in accordance with these Terms of Service.

1.2 The User agrees that all use of the Platform is subject to these Terms of Service and must immediately cease to use the Platform if the User can no longer agree or adhere to these Terms of Service.

1.3 The Company may suspend an Account or restrict the access of any User that breaches these Terms of Service.

1.4 To the extent of any inconsistency between the Terms of Service and the Proposal, the terms of the Proposal shall prevail.

2 USING THE PLATFORM

2.1 Account

(a) To use the Platform, the Customer must have set up an Account.

(b) Pursuant to the Implementation Services, the Company will assist the Customer with Account set up as required.

2.2 Authorised Users

(a) The Customer shall be entitled to select certain individuals to be an Authorised User under its Account subject to any Included User Limit.

(b) The Customer agrees that it is responsible for the conduct of each Authorised User it authorises, who each must agree to and comply with these Terms of Service.

(c) The management of Authorised Users shall be managed exclusively by the Administrator, including adding or removing access to the Account, and setting each individual Authorised User’s access permissions.

2.3 Features

(a) The Company shall provide the User with access to and use of the features as made available within the Platform from time-to-time, which shall include (without limitation) the following:

i Connect to CRMs;

ii Connect with Social Media Accounts;

iii Create Social Posts;

iv Share Social Posts on Social Media Accounts;

v Schedule the release of Social Posts;

vi Create and manage Campaigns;

vii Set budgets for Campaigns;

viii Select and customise Audiences;

ix View, download and share Reports;

x Track Advertising Costs; and

xi Invite and manage Authorised Users.

2.4 Social Posts

(a) The User is exclusively responsible for each Social Post that it creates or shares.

(b) Unless agreed otherwise between the Customer and the Company, there is no limit on the number of Social Posts that may be created and shared under an Account.

(c) The User shall be responsible for determining in what manner Social Posts are shared via the Platform, such as by selecting certain connected Social Media Accounts and/or selecting certain custom Audiences.

3 USER DATA

3.1 The Company accepts no liability for the content of User Data and the User is responsible for the accuracy, quality and legality of any content uploaded to the Platform and/or shared via the Platform.

3.2 The User is liable for any intentionally or recklessly erroneous, corrupted or false data uploaded to the Platform and indemnifies the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with that data.

3.3 The User grants the Company an immediate, worldwide, royalty-free license to use and incorporate the User Data within the Platform, for the purposes of providing the Platform to the User, for the duration of these Terms of Service.

3.4 The User warrants that it has all necessary Intellectual Property rights to use User Data, and shall indemnify the Company for any infringement the User commits of third-party Intellectual Property rights by using and/or sharing User Data on the Platform.

3.5 The Company shall not access, use, modify or otherwise deal with User Data except where required by compulsion of law or upon the User’s authority (such as to provide support for the Platform).

3.6 The Company may suspend accessibility to User Data that the Company determines is illegal, offensive, indecent or objectionable in its sole discretion.

3.7 The Company may delete User Data from its systems on termination of these Terms of Service and it is the User’s responsibility to ensure they have backed up outside of the Platform any User Data prior to termination and/or cancellation of their Account.

4 DEPENDENCY ON THIRD PARTY SERVICES

4.1 The Platform may connect with certain Third Party Services.

4.2 The User agrees that:

(a) Access to the Platform, or certain features of the Platform, may be unavailable if a Third Party Service becomes unavailable, and that the User may lose functionality or User Data that is shared with the Third Party Service;

(b) Access to certain features or functions of the Platform may be unavailable unless certain access or permission levels are granted in respect of the connection between the Platform and a Third Party Service (for example, admin rights to a Facebook page);

(c) The connection between the Company and the Third Party Service may be disconnected at any time outside of the control of the Company;

(d) The Company has no fixed contractual relationship with any Third Party Service and cannot guarantee the efficacy or availability of any Third Party Service connection; and

(e) The Company shall not be liable for any interruptions to a Third Party Service and any loss or damage suffered by the User as a result of such.

5 IMPLEMENTATION SERVICES

5.1 The Company shall provide the Implementation Services as per the scope agreed in the Proposal or otherwise, and the Implementation Services will not extend beyond that scope unless the Company and the User agree in writing.

5.2 The Company reserves the right to charge additional Fees for Implementation Services delivered beyond the agreed scope, as notified to the User in advance.

5.3 The Company will:

(a) Ensure that the Implementation Services are complete and provided in a timely manner and/or in accordance with any timeframes agreed by the parties;

(b) Ensure that the Implementation Services is provided in accordance with the standards outlined in the Proposal or otherwise agreed; and

(c) Establish and maintain clear channels of communication at all times with the Customer, and promptly answer any questions asked by the Customer.

5.4 The User will:

(a) Ensure that the Company has access to all the resources, personnel and electronic systems required to provide the Implementation Services;

(b) Provide the Company with its logo and branding to import into the Platform in the requested format;

(d) Promptly provide clear, complete and timely instructions and all necessary information and documents to enable the Company to provide the Implementation Services effectively; and

(e) Immediately advise the Company if it has misunderstood the User or made incorrect assumptions.

6 Fees, payments and refunds

6.1 The Company will charge the Customer the Fees as specified in the Proposal or otherwise agreed between the parties.

6.2 To the extent agreed otherwise:

(a) Where Advertising Costs are incurred and billed directly to the Customer, the Customer shall be liable to pay the Subscription Fee in accordance with this 6; and

(b) Where Advertising Costs are incurred and billed to the Company on behalf of the Customer, the Customer shall be liable to pay the Ad Spend Fee in accordance with this 6.

6.3 Subscription Fees

(a) The Subscription Fee shall be payable in advance for the subscription period elected by the Customer.

(b) The Customer agrees to make payment in advance for the Subscription Fee due at such frequency, or on such dates, as the Customer has subscribed for.

(c) The Customer must provide a valid credit card which will be charged in advance for any Subscription Fees on an ongoing basis.

(d) Subscription Fees will automatically renew on an ongoing basis and be charged to the Customer at the end of the subscription period for an additional period equal in length on the same terms, unless and until validly terminated by the Customer.

(e) The Customer shall be liable to pay the full Subscription Fees for the entire Minimum Subscription Term, unless the Company agrees to reduce the Minimum Subscription Term upon request of the Customer in its absolute discretion.

6.4 Business Hardship Discount

(a) The Company may offer a 50% discount on Subscription Fees for up to 3 months where the Customer is suffering from business hardship.

(b) The Customer must apply in writing for the business hardship discount and provide the Company with information and documents as reasonably necessary to support their application and evidence business hardship.

(c) The Company’s decision on whether the Customer is eligible to receive any discount on Subscription Fees for business hardship is at the Company’s absolute discretion. The Company’s decision shall be final and not subject to review.

6.5 Ad Spend Fee

(a) Where Fees are charged on an Ad Spend Fee basis, the Customer may be subject to an Ad Spend Minimum, in which case the Ad Spend Fee will be based on the agreed Ad Spend Minimum irrespective of whether Advertising Costs meet the Ad Spend Minimum for a particular payment period.

(b) The Company shall provide a Tax Invoice to the Customer for any Ad Spend Fee on an ongoing monthly basis, unless agreed otherwise.

(c) The Customer agrees to pay any Tax Invoice promptly and within the stated timeframe, which in default shall be paid by direct debit payment.

(d) Where the Ad Spend Fee is paid by direct debit, the Customer:

i Authorises the Company to automatically deduct the agreed Ad Spend Fee from the Customer’s nominated bank account; and

ii Acknowledges that the respective third-party direct debit party’s terms and conditions will apply, and the Customer agrees to be bound by the said terms and conditions and liable to pay the direct debit party’s fees.

(e) Where Fees are not paid by direct debit, the Customer agrees to pay any Tax Invoice promptly and within the stated timeframe, which in default shall be 10 Business Days from the date of the invoice. Payment shall be made by electronic transfer into the Company’s nominated bank account unless otherwise agreed between the parties.

(f) Where the Customer disputes Advertising Costs incurred, they must raise the issue directly with the Third Party Service responsible for charging the Advertising Costs and any dispute shall not affect the Customer’s obligation to pay any outstanding Ad Spend Fee to the Company.

6.6 Currency

All Fees are quoted in Australian dollars, however transactions may be processed in an equivalent foreign currency (such as US dollars or British pounds).

6.7 GST

For Users in Australia, GST is applicable to any Fees charged by the Company to the User. Unless expressed otherwise, all Fees shall be deemed inclusive of GST. The Company will provide the User with a Tax Invoice for any payments.

6.8 Disputed Tax Invoice

(a) It shall be the Customer’s responsibility to check the Tax Invoice to confirm the Fees charged are accurate.

(b) Should the Customer dispute any charge on a Tax Invoice, the Client must notify the Company of the disputed item within 5 Business Days of the date of the Tax Invoice.

(c) Failure by the Customer to notify the Company of a disputed Tax Invoice within 5 Business Days shall be deemed acceptance by the Customer of the entire Tax Invoice.

6.9 Refunds

No refunds of Fees are offered other than as required by law or as agreed at the absolute discretion of the Company.

6.10 Variation to Fees

(a) The Company may vary or introduce new Fees by giving the Customer 28 days written notice, and the Customer must agree to the new Fees to continue using the Platform, subject to any active subscription period in which case the new Fees will only apply after the end of current billing cycle.

(b) If the Customer does not accept a change to any Fees, then it can simply terminate the Account and stop using the Platform.

6.11 Late Payment

(a) If the Customer does not pay the Fees as required, the Company may suspend all User access to the Platform for that Account. This may, in time, result in termination of access to the Platform for all Authorised Users linked to a Customer’s Account.

(b) The User agrees that the Company shall not be liable in any way for any valid termination or suspension of the User’s access to the Platform.

7 General conditions

7.1 Licence

(a) By accepting these Terms of Service, the User is granted a limited, non-exclusive and revocable licence to access and use the Platform for the duration of these Terms of Service, in accordance with these Terms of Service.

(b) The Company may issue the licence to the User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.

(c) The Company may revoke or suspend the User’s licence(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in these Terms of Service by the User.

7.2 Modification of Terms

(a) The terms of these Terms of Service may be updated by the Company from time-to-time.

(b) Where the Company modifies the terms of these Terms of Service, it will provide the User with written notice, and the User will be required to accept the modified terms in order to continue using the Platform.

(c) The modified terms shall come into effect the next time the User accesses the Platform following notice of the updated Terms of Service.

(d) If the User does not accept any changes to the terms of these Terms of Service, the User may terminate these Terms of Service and must immediately cease using the Platform.

7.3 Software-as-a-Service

(a) The User agrees and accepts that the Platform is:

i Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the User’s systems; and

ii Managed and supported exclusively by the Company from the Company servers and that no ‘back-end’ access to the Platform is available to the User unless expressly agreed in writing.

(b) As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Platform.

7.4 Support

(a) Where agreed in the Implementation Services, the Company shall provide the User with support and training as necessary to assist the User with the effective use and operation of the Platform.

(b) The Company provides ongoing email and live chat support for the User between 9am to 5pm on Business Days.

(c) The User should notify the Company of any difficulties or problems they may experience with the Platform as soon as practicable.

(d) The Company reserves the right to require the payment of reasonable fees for non-standard support requests prior to the provision of such support.

7.5 Use & Availability

(a) The User agrees that it shall only use the Platform for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.

(b) The User is solely responsible for the security of its username and password for access to the Platform. The User shall notify the Company as soon as it becomes aware of any unauthorised access to its Account.

i Access to the Platform may be prevented by issues outside of its control; and

ii It accepts no responsibility for ongoing access to the Platform.

7.6 Privacy

(a) The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Act for data that it collects about the User and other individuals.

(b) The Privacy Policy does not apply to how the User handles personal information. If necessary, under the Privacy Act, it is the User’s responsibility to meet the obligations of the Privacy Act by implementing a privacy policy in accordance with law.

(c) The Platform may use cookies (a small electronic file) to improve a User’s experience while browsing, while also sending browsing information back to the Company. The User may manage how it handles cookies in its own browser settings.

(d) The Company may use User Data and other information collected via the Platform for research, developmental, statistical and analytical purposes, subject to and in accordance with the Privacy Policy with respect to personal information.

7.7 Data

(a) Security. The Company takes the security of the Platform and the privacy of Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.

(b) Transmission. The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.

i Accesses any User Data via the Platform;

ii Imports or exports any User Data from the Platform; and/or

iii Shares any information contained within the Platform.

7.8 Intellectual Property

(a) Trade marks. The Company has moral & registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.

(b) Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of the Platform.

(c) The Platform. The User agrees and accepts that the Platform is the Intellectual Property of the Company and the User further warrants that by using the Platform the User will not:

i Copy the Platform or the services that it provides for the User’s own commercial purposes; and

ii Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Platform or any documentation associated with it.

(d) Content. All content (excluding User Data) submitted to the Company, whether via the Platform or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to the Platform.

(e) Reservation. Nothing in this Agreement shall grant the User, any right, title or interest in any of the Intellectual Property of the Company, including and especially the Platform.

7.9 Third Party Dependencies

The User agrees and acknowledges that the Platform has third party dependencies which may affect its availability, including (without limitation) internet service providers and hosting services, and that the Company has no means of controlling the availability of such dependencies and shall not be liable for any interruptions to such.

7.10 Confidentiality

(a) The Company agrees to keep all other User Data in the strictest confidence, and to the extent User Data is accessed and/or received by the Company it shall be deemed as Confidential Information for the purposes of these Terms of Service.

(b) Each party acknowledges and agrees that:

i the Confidential Information is secret, confidential and valuable to the disclosing party (Discloser);

ii it owes an obligation of confidence to the Discloser concerning the Confidential Information;

iii it must not disclose the Confidential Information to a third party except as permitted in these Terms of Service;

iv all Intellectual Property rights remain vested in the Discloser, but disclosure of Confidential Information does not in any way transfer or assign any rights or interests in the Intellectual Property to the receiving party; and

v any breach or threatened breach by the receiving party of an obligation under these Terms of Service may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy. Consequently, the Discloser has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.

i any actual, suspected, likely or threatened breach by it of any obligations it has in relation to the Confidential Information.

ii any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or

iii any actual, suspected, likely or threatened theft, loss, damage, or unauthorized access, use or disclosure of or to any Confidential Information.

(d) The receiving party must promptly take all steps that the Discloser may reasonably require and must co-operate with any investigation, litigation or other action of the Discloser or of a related body corporate if there is:

i any actual, suspected, likely or threatened breach of a term of these Terms of Service; or

ii any theft, loss, damage or unauthorized access, use or disclosure of or to any Confidential Information that is or was in its possession or control.

7.11 Liability & Indemnity

(a) The User agrees that it uses the Platform at its own risk.

(b) The Company makes no representation that the User will achieve particular results or benefits from using the Platform.

(c) The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.

(d) The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with the Platform, including any breach by the User of these Terms.

(e) In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, personal injury, death, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use the Platform, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, loss, personal injury or death, or business interruption of any type, whether in tort, contract or otherwise.

(f) Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:

i The re-supply of services or payment of the cost of re-supply of services; or

ii The replacement or repair of goods or payment of the cost of replacement or repair.

7.12 Termination

(a) The Customer may terminate these Terms of Service by giving the Company no less than 30 days written notice, provided that the effective date of termination is at or after the expiry of the any Minimum Subscription Term, unless earlier termination is permitted by the Company in its absolute discretion.

(b) For clarity, the Customer cannot terminate for convenience prior to the expiry of the Minimum Subscription Term and shall be liable to pay Subscription Fees for the entire Minimum Subscription Term.

(c) Where the Minimum Subscription Term has passed and the Customer wishes to terminate for convenience prior to the expiry of an active subscription period as per paragraph (a) above, then the Customer shall be required to immediately pay in full to the Company an early cancellation fee equal to 50% of the outstanding Subscription Fees at the time of termination.

(d) Access to the Platform the end of the Customer’s billing cycle active at the expiry of the notice period unless agreed otherwise by the parties.

(e) Where termination does not occur prior to the expiry of the applicable subscription billing period, the Customer agrees to the automatic successive renewal for the same duration and on the same terms, and to be charged the Subscription Fee accordingly.

(f) Termination of these Terms of Service is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of these Terms of Service up to the date of expiry or termination.

7.13 Dispute Resolution

(a) If any dispute arises between the parties in connection with these Terms of Service (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:

i Includes or is accompanied by full and detailed particulars of the Dispute; and

ii Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.

(b) Within 10 Business Days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) parties must meet (virtually or otherwise) and seek to resolve the Dispute.

(c) Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.

(d) Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

(e) Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

7.14 Electronic Communication, Amendment & Assignment

(a) The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.

(b) The User can direct notices, enquiries, complaints and so forth to the Company as set out in these Terms of Service. The Company will notify the User of a change of details from time-to-time.

(c) The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.

(d) A consent, notice or communication under these Terms of Service is effective if it is sent as an electronic communication unless required to be physically delivered under law.

(e) Notices must be sent to the parties’ most recent known contact details.

(f) The User may not assign or otherwise create an interest in these Terms of Service.

(g) The Company may assign or otherwise create an interest in its rights under these Terms of Service by giving written notice to the User.

7.15 General

(a) Special Conditions. The parties may agree to any Special Conditions to these Terms of Service in writing.

(b) Prevalence. To the extent these Terms of Service is in conflict with, or inconsistent with, the terms of any Special Conditions made under these Terms of Service, the terms of the Special Conditions shall prevail.

(c) Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in these Terms of Service.

(d) Relationship. The relationship of the parties to these Terms of Service does not form a joint venture or partnership.

(e) Waiver. No clause of these Terms of Service will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

(f) Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to these Terms of Service and the transaction facilitated by it.

(g) Governing Law. These Terms of Service is governed by the laws of Queensland, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

(h) Severability. Any clause of these Terms of Service, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of these Terms of Service.

END TERMS OF SERVICE