VENTURECAST TERMS OF USE

1 INTRODUCTION

1.1 This document (“Terms”) is a binding legal agreement between Q Australia Pty Ltd, trading as VentureCast of 9/120 Lake Street, Perth, WA 6000 (“We”, “Us” or “Our”); and

(a) each Person who creates a membership account by submitting their details on the webpage www.venturecast.com.au (being a separate agreement between Us and each separate member); and

(b) visitors to the Website (being a separate agreement between Us and each separate Website visitor), (“You” or “Your”).

1.2 These Terms govern your use of the Website.

1.3 The person registering a company or partnership (i.e. the individual internet user who created the account or who is using this website) to become a member of the Website or who is using the Website on behalf of a company or partnership warrants and represents that they have the authority to bind You to these Terms.

If You have any questions regarding these Terms please email Your question to info@venturecast.com.au

2 GENERAL MEMBERSHIP (Subscription) Terms

2.1 In consideration for Your payment of the Subscription Fee, We will provide You via the Website with use of software modules accessible through www.venturecast.com.au for the duration of Your Subscription Period, and otherwise subject to these Terms.

2.2 You must create a unique user name and password (together, “Your ID”) on the Website. You must use Your ID to access the Website

2.3 You will be able to access the Website to add, delete and change Your Information.

2.4 You must protect Your ID and ensure that it does not come into possession or knowledge of any third party and is not used to access the Website without Your authority.

2.5 You are responsible for all use of the Website that is made possible by the entry of Your ID into www.venturecast.com.au, whether authorised by You or not.

2.6 If at any time You believe that Your ID has come into the possession or knowledge of any third party or has been used to access the Website without Your authority:

2.6.1 You must notify Us immediately by email to info@venturecast.com.au; and

2.6.2 We may suspend Your ID and block access to the Website by You or take any other necessary action that We consider fit to protect the integrity of the Website until the matter is resolved to Our total satisfaction.

2.7 We reserve the right to continually seek to improve Our services and make changes to the Website at Our discretion. In making any change, we will not change Your Information in any way that reduces its functionality or content.

2.8 Following payment of Your Subscription, we will allocate You Your own company profile and make services available to You via the Website, based on Your subscription type, and enable You to add Your Information to Your company profile.

3 MEMBERSHIP SUBSCRIPTION FEES

3.1 To access the Website You must pay us the subscription fees specified at www.venturecast.com.au from the following options:

3.1.1 monthly payment in advance with a minimum term of 1 month. If You have selected this option, Your Subscription Period is one (1) month; or

3.1.2 annual payment in advance with a minimum term of 12 (twelve) months. If You have selected this option, Your Subscription Period is 12 (twelve) months, (“Subscription Fee”)

3.2 Subscription Fees are inclusive of GST.

3.3 If Your Subscription Period is:

3.3.1 One (1) month, we may increase Your monthly Subscription Fee by giving You at least 28 days’ notice. Your new Subscription Fee will take effect from and including the next Subscription Period that commences at least 28 days after We gave You notice of the increase; or

3.3.2 Twelve (12) months, we may increase the monthly Subscription Fee by giving You at least 28 days’ notice before the end of Your Subscription Period. Your new Subscription Fee will take effect from and including the next Subscription Period.

3.4 We are not obliged to allow you to access or use the Website until Your Subscription Fee has been paid and received by us in cleared funds.

3.5 We are not obliged to allow you to access or use the Website after Your Subscription Period has expired, unless You pay a new Subscription Fee.

3.6 If You paid Your Subscription Fee by credit card or any other means that can be set aside and the payment is set aside:

3.6.1 You must pay Us any costs We incur in dealing with the application to set aside the payment of the Subscription Fee; and

3.6.2 We may suspend Your access to the Website until You pay Your Subscription Fee or We terminate the Contract.

3.7 If your Subscription Period is 12 (twelve) months and:

3.7.1 if the Subscription Fee for the next Subscription Period will:

3.7.1.1 increase, We will send You details of the Subscription Fee payable for the next Subscription Period at least 28 days before the expiry of Your current Subscription Period; or

3.7.1.2 not increase, we do not give need to give you any notice;

3.7.2 Your right to access the Website will be renewed for the next Subscription Period only if You pay the Subscription Fee applicable to the next Subscription Period before the expiry of Your current Subscription Period;

3.7.3 if You do not pay the Subscription Fee for the next Subscription Period before the expiry of Your current Subscription Period, We may suspend Your right to use the Website until Your Subscription Fee for the next Subscription Period is paid or we terminate this Agreement; and

3.7.4 unless we receive notice from You at least 28 days before the end of your Subscription Period that you do not wish to renew this Agreement, this Agreement will be automatically renewed at the end of that Subscription Period for an additional 12 (twelve) months at the Subscription Fee applicable to the next Subscription Period. That amount will be a debt due by You to Us, without prejudice to clause 3.7.3.

3.8 If your Subscription Period is one (1) month:

3.8.1 if the Subscription Fee for a subsequent Subscription Period will:

3.8.1.1 increase, We will send You details of the Subscription Fee payable for the Subscription Period from which the increase applies under clause 3.3.1; or

3.8.1.2 not increase, we do not give need to give you any notice and the Subscription Fee applicable to the next Subscription Period remains the same;

3.8.2 You may terminate this Agreement by not paying your Subscription Fee for any given Subscription Period;

3.8.3 if you do not pay your Subscription Fee for any Subscription Period:

3.8.3.1 we will suspend Your access to the Website for that Subscription Period to give you an opportunity to recommence paying your Subscription Fee; and

3.8.3.2 If You pay your Subscription Fee during any Subscription Period in which your right to use the Website is suspended under clause 3.8.3.1, your right to use the Website will be reinstated from the time we receive payment of that Subscription Fee in cleared funds.

3.9 Where we have suspended your right to use the Website due to non-payment of your Subscription Fee and You later pay your Subscription Fee in circumstances where we are required to lift the suspension, the end date of the Subscription Period in which the suspension occurred is not moved back by the period of the suspension.

3.10 You may not terminate this Agreement before the end of Your Subscription Period. No refund of the whole or any part of Your Subscription will be made if this Agreement is terminated before the end of your Subscription Period.

4 USER PARTICIPATION

4.1 We may decide to introduce Feedback Facilities on the Website. We are not liable to You for any Feedback Content. Feedback Content is posted by Website users and is not necessarily Our opinion.

4.2 Neither We nor any of Our Personnel are providing tax, accounting, legal or financial advice to You. Each of You, any prospective investor in You or in Your business, and You as an investor, must rely on Your own accounting, tax and legal advisors for advice as to the extent to which You should rely on any Content or provide it to any third party.

5 WARRANTIES

5.1 The aims, strategies, targets, plans, intentions and projections communicated to Us by You, which are:

5.1.1 referred to in; or

5.1.2 have any effect on any information in,

any business plan, investment proposal or related documents and presentations that you generate using the Website, or which would otherwise be visible to users of the Website, are - to the extent that they are:

5.1.3 statements of existing, objectively verifiable facts – are true; or

5.1.4 are statements that can only reasonably be verified by statistical means or constitute future projections - are based upon assumptions which are reasonable and have been arrived at by industry standard methods.

5.2 Neither Us nor any of our Personnel makes any representation or warranty:

5.2.1 that any Member Content is true, accurate or not misleading; or

5.2.2 as to the potential viability or return on or suitability of any investment opportunity on the Website.

5.3 You warrant that you have not relied on any oral or written representations made to You by or for Us, including by any of Our Personnel or to any of Your Personnel.

5.4 You warrant that Your Information is true, accurate, not misleading and not illegal in any country where the Website may be viewed. Without limiting Our remedies, if any of Your Information did not comply with that warranty when You placed it on the Website, or subsequently ceased to comply with that warranty, You must promptly make such changes to Your Information as are necessary to ensure that it does comply with that warranty.

5.5 If we consider in good faith that the whole or any part of Your Information is illegal (in any country where the Website may be viewed) offensive, untrue, inaccurate or misleading, We may remove the whole or any part of Your Information (which may be the same as or greater than the offending part) from the Website.

6 LIMITATION OF SERVICE AND LIABILITY

6.1 We are not liable to You for any:

6.1.1 loss of Your Information;

6.1.2 virus or other malware on the Website or website linked to from the Website generally or that gets onto any of Your devices from any such website;

6.1.3 failure of any Content to be true, accurate and not misleading;

6.1.4 Website downtime for any reason, including:

6.1.4.1 due to a hardware, software or communications infrastructure fault, whether under our control or not;

6.1.4.2 modification, misuse or unauthorised access to or of the Website or our systems; or

6.1.4.3 Your failure to have services and equipment capable of running the Website efficiently;

6.1.5 loss arising out of Your failure to keep full up-to-date security copies of Your Information or Content you obtained from the Website; or

6.1.6 lost data.

6.2 Neither Us nor any of our Personnel makes any representation or warranty:

6.2.1 that any particular number of persons will use the Website or view Your Information; or

6.2.2 as to the accuracy, completeness or reliability of any Content.

6.3 Our maximum liability to You arising under, out of or in connection with this Agreement is limited to 50% of the amount of the Subscription Fee that You have paid us in the Subscription Period in which the event giving rise to the liability occurred.

6.4 None of Our Personnel has any liability to You arising under, out of or in connection with this Agreement.

6.5 Neither Us nor any of Our Personnel has any liability arising under out of or in connection with this Agreement to any of Your Personnel.

6.6 Neither We nor any Of Our Personnel have any liability to You arising under, out of or in connection with this Agreement for loss of profit, loss of revenue, loss of savings, increased costs, any other economic loss or economic damage of any kind, penalties, or any indirect or special loss or damage, whether or not We or the member of Our Personnel was aware of the possibility of such loss, cost, penalty or damage.

6.7 You must indemnify and keep indemnified and hold harmless Us and each Of Our Personnel against any liability (without implying that they have such liability) to the extent that any provision of this Agreement provides that they do not have liability.

6.8 If, despite any other provision of this Agreement:

6.8.1 any member of Our Personnel has any liability to You; or

6.8.2 We or a member of Our Personnel has any liability to any of Your Personnel, arising under, out of or in connection with this Agreement, that liability is capped at the lesser of:

6.8.3 $100; or

6.8.4 the lowest amount to which the liability may be limited under applicable law without this clause being void, voidable, illegal or unenforceable.

6.9 To the extent that any provision of this Agreement confers a benefit on a member of Our Personnel, We hold the benefit of those clauses on trust for each member of Our Personnel. Each member of Our Personnel may plead those provisions as a bar to any proceedings brought against it and may enforce any indemnity directly against You or We may enforce that indemnity on behalf of the member of Our Personnel.

6.10 Each provision of this Agreement that excludes, limits or restricts the liability of Us or of any of our Personnel applies regardless of whether the cause of action under which liability is sought to be imposed is breach of contract, tort (including negligence), liability under a provision implied into this Agreement by statute, statutory liability, liability under an indemnity, an equitable claim or any other cause of action without limitation.

6.11 To the extent permitted by law Our liability under any Statutory Guarantee is limited, at Our election, to the:

6.11.1 supplying of the Services again; or

6.11.2 payment of the cost of having the Services supplied again.

6.12 Each of clauses 6.1 to 6.11 (both inclusive) and each other provision of this Agreement that excludes, limits or restricts the liability of Us or of any of our Personnel all states that any of Us or any of Our Personnel does not make any warranty or representation:

6.12.1 is independent of each other of those provisions and is not limited by reference to any other of those clauses; and

6.12.2 survives termination of this Agreement.

7 INTELLECTUAL PROPERTY AND USE OF CONTENT

7.1 Copyright in the Content belongs to Us or third parties, except where these Terms provide that it may be owned by You.

7.2 You must not copy, reproduce, make adaptations of, reverse engineer, access, sell, rent or in any way make available to a third party any Content without our Permission, except where these Terms expressly provide otherwise.

7.3 Where copyright in Content belongs to a third party, You must not object to Us taking any action to enforce these Terms in relation to copyright in that Content or that Content generally against You on the grounds that copyright in that Content is owned by a third party.

7.4 Copyright in Your Information does not become Ours.

7.5 You give Us an irrevocable, royalty free, worldwide, non-exclusive licence to use, copy, reproduce and make adaptations of the whole and each part of Your Information for the purposes of operating the Website (Licence).

7.6 We may assign the License to any person to whom we transfer the relevant part of our business. We may sublicense the License to any person for the purposes of providing services or software to Us in connection with our business.

7.7 You warrant that You have copyright in Your Information or otherwise (and in any event) have the right to upload it and deal with it on the Website in the way that You do, and to give us the rights in relation to Your Information that these Terms state that You give Us.

7.8 You authorise us to protect Your Information against another member or user of the Website doing anything in relation to Your Information that is prohibited by clause 7.2 of the agreement (in the same terms as these Terms) between the other member or user and Us. We are not, however, obliged to protect Your Information.

7.9 You may display Content on a computer screen, print individual documents or pages on paper and store Content electronically on Your computers and storage devices, including third party cloud storage, for Your own Internal Business Purposes only.

7.10 Without limiting clause 7.2, You may not publish Content by way of a third party website, printed publication, or make any other commercial use of it other than using it for Your own Internal Business Purposes.

7.11 You must not “screen scrape”, “harvest”, “data mine” or “grab” any Content by any means, either manual or automatic. Without limiting Our remedies if You breach this clause, You must:

7.11.1 not use data obtained in breach of this clause (Mined Data) in any way;

7.11.2 on request by Us immediately delete any Mined Data and establish to our reasonable satisfaction that that has occurred; and

7.11.3 inform us of the names of all persons involved in the breach or to whom You have provided any Mined Data.

7.12 You do not have the right to sublicenses or otherwise transfer any right to use Content granted to you by this Agreement, except to any of Your Related Bodies Corporate.

7.13 Subject to You complying with these Terms, We grant You a non-exclusive, non-transferable license to:

7.13.1 access the Website and execute the software available on the Website for your Subscription Period; and

7.13.2 use, copy reproduce and adapt any reports generated on the Website in response to instructions given by You, for your Subscription Period and thereafter without limit in time,

for your own Internal Business Purposes.

8 PRIVACY POLICY

8.1 We will only use Your Information in accordance with Our Privacy Policy. Please read the Privacy Policy Statement below at www.venturecast.com.au

9 TERMINATION

9.1 We may terminate this Agreement if You are in breach of these Terms and the breach is:

9.1.1 not capable of remedy; or

9.1.2 notified you of the breach but you do not rectify it within 14 Business Days. (We may also suspend your access to the Website during any period while the breach remains unremedied.)

9.2 Upon termination of this Agreement for any reason, we will use reasonable efforts to retain Your Information on our hosting server for 28 days. We may permanently delete all of Your Information at the end of that 28 day period unless within that period you have entered a new agreement with us access the Website on these Terms and paid any appropriate Subscription Fees, including any arrears owing and we have received all those monies in cleared funds.

9.3 You indemnify and keep indemnified and hold harmless Us against and from any loss we incur as a result of your breach of or repudiation of this Agreement and any loss We incur as a result of terminating this Agreement in response to Your breach.

10 MISCELLANEOUS

10.1 We may transfer or assign our rights and/or our obligations under this Agreement. You may not transfer or assign Your rights or obligations under this Agreement.

10.2 We may amend this Agreement without your consent by giving you notice of the amendment. Any amendment will take effect 30 days after we give you notice. If this Agreement is subject to any law that has the effect that:

10.2.1 We are not allowed to make any amendment to this agreement under this clause that is unfair; or

10.2.2 the fact that this clause could allow us to make an amendment to the Agreement that is unfair means that the clause itself is invalid or unenforceable,

this clause does not permit us to make any amendment to the Agreement that is unfair. This Agreement may otherwise be altered only in writing signed by each party.

10.3 Except where this Agreement expressly states otherwise, We may, in our discretion, give conditionally or unconditionally or withhold any Permission, approval or consent under this Agreement.

10.4 Any indemnity or any obligation of confidence under this agreement is independent and survives termination of this Agreement. Any other term by its nature intended to survive termination of this Agreement survives termination of this Agreement.

10.5 A term or part of a term of this Agreement that is illegal, void or unenforceable may be severed from this Agreement and the remaining terms or parts of the terms of this Agreement continue in force.

10.6 This Agreement does not create a relationship of employment, trust, agency or partnership between the parties.

10.7 If We have the right to terminate this Agreement as a result of a breach by You but We allow You additional time (including by extending any time previously allowed, and whether or not We have set that time advance or notify You of the length of that additional time) to perform this Agreement or otherwise make good its breach but You fail to do so within a time considered appropriate by Us, We may terminate the Agreement without liability to You and with the same right and remedies We would have had if We had terminated the Agreement immediately upon the right to terminate arising (First Termination Opportunity), without prejudice to:

10.7.1 any additional rights that have accrued to Us; and

10.7.2 Our right to recover any additional losses that We have incurred, since the First Termination Opportunity.

10.8 This agreement is governed by the law in force in Western Australia, other than Western Australian choice of law rules to the extent they are inconsistent with this clause.

10.9 The parties submit to the exclusive jurisdiction of the courts of Western Australia and of the federal courts of Australia over all disputes arising out of or out of or in connection with this Agreement.

10.10 Any proceeding arising out of or out of or in connection with this Agreement commenced in any federal court of Australia must be commenced and continued in the Western Australian registry of that court, except to the extent that that court has power to determine otherwise, and so determines, despite this clause.

10.11 Nothing in this agreement confers Your rights, or any rights on any person other than You, except as expressly provided by a provision of this Agreement.

10.12 This agreement, together with the Privacy Policy Statement, represents the entire terms agreed between the parties in relation to its subject matter and may be amended only by agreement in writing by both parties.

11 DEFINITIONS

11.1 In these Terms:

this Agreement” means the legally binding agreement between Us and You constituted by Your acceptance of these Terms.

Business Day” means a day that is not a Saturday, Sunday or Public Holiday in Perth, Western Australia.

Business Planning Model Structure”, means the Business Plan Table of Contents, Financial Forecasting sections of the Website, documents and reports generated from Website.

Content” means content displayed on or generated by the Website or on or by any Associated Website, including the Our tools and Our Business Planning Model Structure. Material that is Content remains Content even after You have downloaded it from our Website or sent it to any third party from our Website by any facility that may exist on the Website enabling You to do so.

Corporations Act” means the Corporations Act 2001 (Cth).

Feedback Content” means any words, images, audio or video put on a Feedback Facility in such a way as to be visible to a user of the Website.

Feedback Facility” means any discussion group, bulletin board, blog, comment or feedback facility that enables users of any Group Website post any comment, whether by words, images, audio or video.

GST” and other expressions defined in the GST Act have has the meaning given in the GST Act.

GST Act” means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Internal Businesses Purposes” means the conduct by You of a business, including raising funds for a potential business, other than any business that competes with:

(a) Our business as conducted through the Website or any Associated Website; or

(b) any significant aspect of the business referred to in paragraph (a) of this definition.

License” means the copyright license in clause 7.5.

“Member Content” is Content about of that relates to any proposed or actual business, technology, invention, proposal or debt or equity capital raising of or by any person other than Us.

Our Personnel” means our present or former directors, employees, advisors, contractors, shareholders, consultants, clients and customers.

Permission” means our written permission.

Related Body Corporate” has the meaning given in the Corporations Act.

Statutory Guarantee” means:

(a) any of:

(i) the application of all or any of the provisions of Division 1 of Part 3.2 of the Australian Consumer Law;

(ii) the exercise of a right conferred by such a provision; and

(iii) Our liability for failure to comply with a guarantee that applies under that Division to a supply of goods or services; and

(b) any warranty, guarantee or other term or provision implied into this Agreement by the any written law of the Commonwealth of Australia or of any State or Territory of Australia relating to the rights of consumers (as consumer may be defined in the relevant Act) or of recipients of or customers for services.

Subscription Fee” means the amount selected by You, from among the options referred to in clause 3.1, as varied as permitted by these Terms.

Subscription Period” means the period for which you have paid Your Subscription Fee, as determined under clause 3.1.

Website” means:

(a) the website at the URL www.venturecast.com.au, including any subdomain thereof and any URL that begins with www.venturecast.com.au; and

(b) includes any words and images accessible, and any software that may be operated, at any URL referred to in paragraph (a) of this definition

Your Information” means information place on the Website by or for You about You, Your business type and Your business and technology development plans.

Your Personnel” means Your present or former directors, employees, advisors, contractors, shareholders, consultants, clients and customers.

12 INTERPRETATION

12.1 In these Terms:

12.1.1 the singular includes the plural and vice versa, and a gender includes other genders;

12.1.2 another grammatical form of a defined word or expression has a corresponding meaning;

12.1.3 a reference to a clause or paragraph is to a clause or paragraph of this agreement;

12.1.4 a reference to a party is to a party to this agreement, and a reference to a party to a document includes the party’s executors, administrators, successors and permitted assigns and substitutes;

12.1.5 a reference to a statute includes all amendments for the time being in force and any other statute enacted in substitution for, and the regulations, by-laws or other orders for the time being made under, that statute;

12.1.6 references to institutes, corporations, associations, authorities and other bodies whether statutory or otherwise (Body) will, if the Body ceases to exist or is renamed or reconstituted or replaced or its powers or functions are transferred to any other Body, be deemed to refer to the Body so renamed, reconstituted or constituted in place thereof or as nearly as may be succeeds to the powers and functions of the Body referred to;

12.1.7 a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;

12.1.8 the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;

12.1.9 any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them severally;

12.1.10 a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this agreement or any part of it;

12.1.11 Headings are for ease of reference only and do not affect interpretation.

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