Find Buyers

terms and conditions

FIND BUYERS PLATFORM TERMS AND CONDITIONS Prod

1. Introduction

1.1 The Find Buyers Platform Terms and Conditions, together with our Privacy Policy, comprise the terms of a legal agreement between the person or entity listed in the Registration Portal (you or your) and Find Buyers Pty Ltd (ACN 663 417 436) (Find Buyers, we, our or us) (collectively, the agreement).
1.2 By accessing and using the Find Buyers Platform, you warrant that you have read this agreement, and agree to be bound by this agreement. If you are using the Find Buyers Platform as a representative of an entity, you are agreeing to the agreement on behalf of that entity.

2. Find Buyers Platform

2.1 The Find Buyers Platform is an online marketplace or conduit through which:

(a) Buyers can list or display Goods and/or Services they are interested in buying or acquiring from potential Sellers (Buyer Listing); and
(b) Sellers who can supply Goods and/or deliver Services to connect with Buyers who have published or posted Buyer Listings.

2.2 No transaction occurs between a Buyer and the Seller on, or via, the Find Buyers Platform (and we do not

act as a payment collection agent). Once a Buyer and Seller connect on, or via, the chat function within the

Find Buyers Platform, the Buyer and Seller will complete any transaction offline or outside of the Find Buyers

Platform. Find Buyers is not a Buyer or Seller and we do not buy or sell Goods and/or Services on, via, the

Find Buyers Platform. Our role in providing you with access and use of the Find Buyers Platform should be

construed strictly in this context only.

2.3 When you create an Account on the Find Buyers Platform, Find Buyers grants you a non-exclusive, non-

transferable, personal, revocable and non- sublicensable licence to access and use the Find Buyers Platform

for the Term.

2.4 Unless otherwise agreed by us in this agreement or another agreement between you and Find Buyers, you

may only use the Find Buyers Platform for personal and non-business purposes. You will not acquire or be

entitled to any rights other than those rights expressly set out in this agreement.

3. Changes

We reserve the right to change any provision of this agreement in any way and we may, in our absolute

discretion, add, change or remove any functions or features of the Find Buyers Platform, Buyer or Seller,

Goods, Services, Buying Listing, our Listing Fees or any other ancillary products or services offered on, or via,

the Find Buyers Platform with, or without notice, to you. If we provide you with notice of changes to this

agreement, we shall do so either by email or by posting it on the Find Buyers Platform.

4. Term

4.1 This agreement commences on the date you create an Account with us on, or via, the Find Buyers Platform (Commencement Date) and continues, unless terminated in accordance with clause 17 (Term).

5. Account

5.1 If you wish to access and use the Find Buyers Platform, you (as a Buyer) must create an account with us via the Registration Portal (Buyer Account). If you wish access and use the Find Buyers Platform to view Buyer Listings and to contact Buyers via the chat function, you

(as a Seller) must create an account with us via the Registration Portal (Seller Account).

5.2 Your Buyer Account or Seller Account (as the case may be) (Account) will be operated by a username which is your email address (User Name) and password (Password). You may select your own Password, which you may change at any time via the Registration Portal. The owner of the Account is solely responsible for the activity conducted on the Account.
5.3 In order to open an Account or otherwise access and use the Find Buyers Platform you must:

(a) be over 18 years of age, and legally able to enter into contractual relations. If you are under the age of 18 years, you may only access and use the Find Buyers Platform if you have your parents’/guardians’ permission to, access and use the Find Buyers Platform. Your continued use of the Account constitutes an acknowledgement by you that you are: (i) over 18 years of age; or (ii) under 18 years of age, but have your parents’/guardians’ permission to access and use the Find Buyers Platform and that your parents/ guardians have agreed to abide by this agreement; and

(b) provide accurate and complete registration and identity verification information (including, but limited to, your full name, date of birth, mobile number, address, profile picture and email address). The only registration information in your Account that can be viewed by other Buyers and Sellers is your first and the initial of your last name only (Profile Name) and profile picture or image. All Personal Information as well as the information you provide to setup your Account is subject to our Privacy Policy; and
(c) create a Profile.

5.4 Only once the registration process has been completed, you can access and use all of the functions and features of the Find Buyers Platform. We may at any time request that the owner of the Account provide further identification to verify their identity. For example, a Buyer cannot create a Buyer Listing until their identity has been verified on, or via, the Find Buyers Platform.

5.5 In relation to your Account, you are responsible for:

(a) maintaining control over, and the confidentiality of, your Account, User Name and Password;

(b) keeping your Account registration information current, complete, accurate, and truthful. You must not impersonate another account holder or provide false identity information to gain access to or use the Find Buyers Platform;

(d) for all activities or transactions that occur using your Account. We are not liable for any Loss arising out of, or in connection with, any unauthorised access or use of, your Account, User Name and Password.

5.6 Find Buyers has the right to suspend or terminate any Account, User Name or Password or your access or use of all or any part of the Find Buyers Platform, at any time, if, in our opinion, you have failed to comply with any of the provisions of this agreement.

6. Your general obligations

6.1 To access and use the Find Buyers Platform, you must:

(a) open an Account with us via the Find Buyers Platform;
(b) not create more than one Account in your name or in the name of an Affiliate;

(c) provide us with all necessary co- operation and information to facilitate and provide the Find Buyers Platform including (but not limited to) proof of identity;

(d) ensure that all information is true, accurate and not misleading;
(e) obtain and maintain all equipment, hardware and software required by you to use and/or access the Find Buyers Platform;
(f) comply with all reasonable directions, policies and guidelines of Find Buyers as advised from time to time (including our Acceptable Use Policy); and
(g) carry out all of your responsibilities set out in this agreement in a timely and efficient manner.

6.2 At any time, you may, edit, update or change your Account.

7. Buyer obligations

7.1 Provided you comply with your obligations under this agreement, you may, at any time post, update, edit, delete or add Buyer Listings published or displayed by you on, or via, the Find Buyer Platform. All new or edited Buyer Listings will be reviewed and verified prior to being published on the Find Buyers Platform.
7.2 A Buyer can list, post or publish a Buyer Listing for a period of up to 90 days (Listing Period). At the end of the Listing Period, the Buyer Listing will be automatically removed from the Find Buyers Platform, unless the Buyer pays a Listing Fee to extend the Listing Period by a maximum of 30 days (Extension Period). Once the Listing Period (including the Extension Period (if any)) has expired, the Buyer Listing will be automatically removed from the Find Buyers Platform and the Buyer will need to pay a new Listing Fee at the prevailing rate at the time to re-list the Buyer Listing on the Find Buyers Platform.

7.3 You (as a Buyer) can delete your Buyer Listing any time during the Listing Period (or Extension Period (if any)), except you will not be entitled to a pro rata refund of the Listing Fee.

7.4 By publishing, displaying or posting Buyer Listings on, or via, the Find Buyers Platform, you warrant that at all times:

(a) nothing in the Buyer Listings will cause you or us (or anyone else) to breach any Relevant Laws;
(b) your Buyer Listings will not contain Prohibited Goods or Services;
(c) no Buyer Listing is or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or privacy or false and misleading;
(d) the Buyer Listing does not contain, nor will they cause, any software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
(e) nothing in the Buyer Listing would bring Find Buyers or the Find Buyers Platform, into disrepute or adversely affect the reputation and goodwill of Find Buyers or the Find Buyers Platform;
(f) the Buyer Listing does not infringe the Intellectual Property Rights or other rights of any person; and
(g) all information provided by you in relation to the Buyer Listings are true, complete and accurate. You will immediately update your Profile if any of the Buyer Listings, details or information you submit or upload to the Find Buyers Platform is inaccurate, incomplete, or out of

date. For example, if you have already purchased Goods subject of the Buyer Listing, the Buyer Listing should be removed from your Profile.

7.5 We will not be liable to you (as a Buyer) or anyone else for any:
(a) error, omission, failure to update or change any Account details, your Profile or Buyer Listings which are published, listed or displayed by a Buyer on, or via, the Find Buyers Platform following your request; or
(b) Loss incurred by a Buyer or any third party as a result of, or in connection with any content or information supplied by a Buyer which is uploaded, published or submitted in relation to the Find Buyers Platform.
7.6 You (as a Buyer) acknowledge and agree that, to the maximum extent permitted by Relevant Laws:

(a) Find Buyers is not responsible for monitoring or censoring Buyer Listings; however, we may (in our absolute discretion and with notice to you): (i) remove, modify, refuse to publish or alter the Buyer Listings if we consider that such Buyer Listings do not comply with this agreement (including our Acceptable User Policy or any of our policies or guidelines published by us from time to time); and/or (ii) restrict, suspend or terminate your Account or your Profile on the Find Buyers Platform. For example, if we receive a report or complaint that your Buyer Listing has contravened the Intellectual Property Rights of a third party or your Buyer Listing contains Prohibited Goods and/or Services;

(b) we are not responsible to you or anyone else for any actions, activities, conduct or transactions (whether online or offline) that occur as a result of, or in connection with the purchase of Goods and/or

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Services from a Seller introduced to you, or via, the Find Buyers Platform;

(c) it is your responsibility to determine that the Goods and/or Services (or any parts and/or accessories and any other ancillary products or services made available to you in conjunction with the Goods and Services) supplied or delivered by Sellers introduced to you on, via, the Find Buyers Platform meets your specific needs and/or are suitable for the purposes for which they are used; and

(d) Find Buyers do not recommend or endorse any Seller, User Content, comments, chats or submissions published, posted or appearing on the Find Buyers Platform or our related social media page; and
(e) we do not provide any warrants or guarantees in relation to the standard, availability, reliability, accuracy, currency, or quality of the Goods and/or Services offered or sold by Sellers introduced to you on, or via, the Find Buyers Platform or the ability of a Seller to provide the Goods or Services to you; and
(f) control the supply, performance or delivery of the Goods and/or Services to Buyers, and we are not liable to you or anyone else for any Loss suffered by the Buyer as a result of the Seller’s acts or omissions.

Seller obligations

When you create an Account and Profile on or via, the Find Buyers Platform, you (as a Seller) can:

(a) search for Buyers who have published Buyer Listings; and
(b) connect with Buyers via the chat function within the Find Buyers Platform for the purpose of offering Goods and/or Services to such Buyers. A Seller may access the

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Find Buyers Platform as a guest and may only browse the Buyer Listings and will be unable to contact Buyers via the chat function within the Buyer Finders Platform, unless the Seller has created an Account.

Once you (as a Seller) have been introduced to a Buyer on, or via, the Find Buyers Platform, it is your sole responsibility to:

(a) negotiate, sell and invoice the Buyer for the Goods and/or Services;
(b) supply the Goods and/or deliver the Services to the Buyer; and
(c) collect payment for the Good and/or Services from the Buyer,

and we are not responsible to you or anyone else for any actions, activities, conduct or transactions (whether online or offline) that occur as a result of, or in connection with the sale of Goods and/or Services to Buyers introduced to you, on or via, the Find Buyers Platform.

If you supply Goods, or deliver Services, to Buyers introduced to you on, or via, the Find Buyers Platform, you warrant and guarantee that:

(a) you are the owner of the Goods and/or Services;
(b) any Goods supplied by you will be fit for purpose, of merchantable quality and free from defects (unless otherwise agreed or disclosed to the Buyer at the time of purchase); and
(c) performance of the Services by you shall be fit for purpose and meet the description, specifications and quality standards as disclosed by you to the Buyer;
(d) the Services will be supplied with all due care and skill and you and all of your Personnel have all the required qualifications, expertise, skills and training necessary to competently provide the Goods and/or Services;

(e) the supply of Goods and the performance of Services will comply with all Relevant Laws; and

(f) you will not sell or offer to sell any Goods and/or Services to a Buyer introduced to you on, via, the Find Buyers Platform that comprises Prohibited Goods and/or Services.

8.4 You acknowledge and agree that, to the maximum extent permitted by Relevant Laws, we make no representation, warranty or guarantee:

(a) as to the genuineness or willingness of any Buyer introduced to you on, or via, to purchase Goods and/or Services from you; and
(b) that you will make any profit, revenue, a minimum number of sales or increase your market share or client base by accessing, using and advertising on, or via, the Find Buyer Platform.

9. ACCEPTABLE USE POLICY

9.1 By accessing and using the Find Buyers Platform (including using the chat function contained within the Find Buyers Platform), and each time a Buyer publishes, uploads, submits, posts or shares Buyer Listings on, or via, the Find Buyers Platform, you (as a Buyer or Seller) agree to with the rules for the acceptable use of the Find Buyers Platform as specified herein (Acceptable Use Policy).

9.2 You (as a Buyer) are solely responsible for the accuracy, currency, completeness and use of Buyer Listings published, submitted or posted by you on, or via, the Find Buyers Platform.

9.3 You (as a Buyer) post or publish Buyer Listings and you (as a Buyer or Seller) interact with other Buyers or Sellers through the chat function on, or via, the Find Buyers Platform, at your own risk. We accept no responsibility and assume no liability for any Buyer Listings posted, published or otherwise transmitted by you

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or any other user of the Find Buyers Platform or any Third Party Content posted or published by any third party on, or via, the Find Buyers Platform.

9.4 Find Buyers is under no obligation to monitor, review, or otherwise control any Buyer Listings listed, published or posted on, or via, the Find Buyers Platform by Buyers or any communications, interactions or transactions that occur between a Buyer and Seller through the chat function on, or via, the Find Buyers Platform (collectively, User Content). However, we reserve the right (whether in response to a complaint or at our own initiative), but is not obligated to edit, remove or refuse to edit or remove any User Content or Third Party Content published, posted or otherwise made available on, or via, the Find Buyers Platform. At any time, you may lodge a complaint that another user of the Find Buyers Platform has breached the Acceptable User Policy.
9.5 You must access and use the Find Buyers Platform for lawful purposes only. You must not access and use the Find Buyers Platform:
(a) in any way that breaches any Relevant Laws;
(b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
(c) to publish, post or upload User Content intended to harm someone in any way or that is libellous, defamatory, obscene, vulgar, offensive, pornographic, indecent,

racist, harassing, threatening, seditious, violent, blasphemous, invasive of privacy or publicity rights, abusive, inflammatory, discriminatory or otherwise objectionable to children. Your interactions, Buyer Listings, comments, chats, and messages with other users on, or via, the Find Buyers Platform shall be appropriate and not derogatory, hateful,

misleading, malicious, or constitute hate speech;

(d) to engage in any kind of online or cyber bullying, revenge porn or other activities or statements that are harmful to users of the Find Buyers Platform;

(e) to publish, post or upload any User Content that is false, misleading or deceptive or is likely to be false, misleading or deceptive (including, but not limited to, impersonating another person or user or misrepresenting your identity to users of the Find Buyers Platform);

(f) to publish, post or upload any User Content that contains confidential, secret or proprietary information of another person or is otherwise not appropriate for persons under the age of 18 years;

(g) to upload or transmit any User Content that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; and

(h) to publish, post or upload User Content that may infringe the Intellectual Property Rights or other rights of Find Buyers or any third party;

(i) to promote any illegal activity or advocate, promote or assist any unlawful act, including selling, offering to sell, or offering to exchange or buy Prohibited Goods and/or Services; or

(j) to lodge to a complaint or report through the Find Buyers Platform about another user’s User Content that is maliciously or intentionally false or misleading.

9.6 By accessing or using Find Buyers Platform, you acknowledge that it is your responsibility to:
(a) ensure that all of your communications with other users of Find Buyers Platform are polite, respectful and courteous;
(b) ensure that any User Content posted or transmitted through the Find Buyers Platform is appropriate, accurate, reliable, up-to-date, and complete;
(c) respect the privacy rights of other users and third parties. You must not use the Find Buyers Platform to publish or post the name of persons without the actual or implied consent; and
(d) ensure that you have adequate legal rights to publish, post, transmit, reproduce or otherwise use the User Content transmitted through the Find Buyers Platform.
9.7 Find Buyers reserve the right, at our absolute discretion, to determine with the Acceptable Use Policy has been breached and to terminate this agreement in accordance with clause 17.
9.8 At any time, you (as a Buyer or Seller) may lodge a complaint that another user has breached the Acceptable Use Policy or any other terms of this agreement or that Find Buyers has blocked or removed User Content that has not breached the Acceptable User Policy using the ‘Report User/Listing’ function within the Find Buyers Platform or by emailing us at enquiries@findbuyers.com.au. Find Buyers shall use reasonable endeavours to investigate the complaint and remove any Buyer, Seller, Profile or Buyer Listing that has been published in contravention of the Acceptable Use Policy or any other terms of this agreement within a reasonable period of time. We are under no obligation to notify you of the outcome of our investigation or whether any Buyer,

Seller, Profile or Buyer Listing

complained about by you has been removed by us.

10. Restrictions

10.1 You (as Buyer or Seller) must not:

(a) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Find Buyers Platform available to any third party;
(b) violate Find Buyers’ or another person’s Intellectual Property Rights. For example, a Buyer must not upload or display photographs or logo that belong to another person, unless you have consent from the copyright owner;
(c) impersonate or pose as any other person, or misrepresent your true legal identity in your dealings with us or any other user of the Find Buyers Platform;
(d) modify, alter, adapt, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Find Buyers Platform or your Account, including any images contained on the Find Buyers Platform which belong to other advertisers or us;
(e) access all or any part of the Find Buyers Platform in order to build a product, service or code which competes with the Find Buyers Platform; and
(f) data mine the Find Buyers Platform, conduct penetration testing of the Find Buyers Platform nor access, store, distribute or transmit any viruses, worms, trojans or other malicious code, or any material when using the Find Buyers Platform that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or a contravention of the rights of any third party or corrupts, damages,

degrades or disrupts the operation of the Find Buyers Platform.

10.2 We reserve the right to limit your use of the Find Buyers Platform, your right to connect with other users or publish or display Buyers Listings and/or your right to access and use any other ancillary products or services made available to you on, or via, the Find Buyers Platform, including the right to restrict, suspend or terminate your Account if we believe you are in breach of this agreement or you are misusing the Find Buyers Platform.

11. Find Buyers obligations

11.1 Find Buyers shall use reasonable endeavours to provide you with access and use of the Find Buyers Platform (including the chat function within the Find Buyers Platform).
11.2 The undertaking in clause 11.1, will not apply in the event of:
(a) any non-conformance which is caused, or contributed, by use of the Find Buyers Platform contrary to our instructions or the terms of this agreement;
(b) modification or alteration of the Find Buyers Platform by any party other than us or our duly authorised Personnel;
(c) the unsuitability or malfunction of the computer hardware or computer software in conjunction with which the Find Buyers Platform are used;
(d) Force Majeure Events; and
(e) the unsuitability or malfunction of the Find Buyers Platform when used in conjunction with any software, platforms, applications and tools supplied by a third party provider.
11.3 In the event that Find Buyers fails to provide you with access and use of the Find Buyers Platform in accordance with clause 11.1, we will use reasonable endeavours to correct any such non- conformance or provide you with an alternative means of accomplishing the

desired performance. The foregoing constitutes your sole and exclusive remedy for any breach of clause 11.1.

12. Listing Fees

12.1 We do not charge you a fee to access the Find Buyers Platform or to create an Account, and we do not charge Sellers a fee to connect with or respond to a Buyer’s Listing on the Find Buyers Platform. However, we reserve the right at any time to charge you a fee to create an Account or to continue to access and use the Find Buyers Platform.

12.2 , Each time a Buyer publishes or posts a Buyer Listing on, or via, the Find Buyers Platform, we will charge the Buyer a Listing Fee. The Listing Fees displayed on the Find Buyers Platform are current at the time of issue. You agree to pay the Listing Fee current at the time of payment.

12.3 Any fees and charges displayed on third party websites which are linked to the Find Buyers Platform may not be correct and Find Buyers are not bound by them.

12.4 The Listing Fee and any other amounts owing to Find Buyers under this agreement are displayed in Australian Dollars (AUD) and are inclusive of GST.

12.5 To the maximum extent permitted by Relevant Laws and unless otherwise stipulated in this agreement, you agree that the Listing Fees (or any other amounts owing to us under the agreement) are non-refundable.

12.6 A Buyer must pay the Listing Fees (or any other amounts owing to us under the agreement) by debit card or credit card (Visa or Mastercard). We use a Third Party Payment Processors to process payments made to us. By making payment of the Listing Fees or any other amounts owing to us under the agreement, you agree to provide our Third Party Payment Processors with accurate and complete billing information, for the purpose of processing your payment.

12.7 We may, at our absolute discretion and without notice to you, change the payment methods that can be used to access and use the Find Buyers Platform at any time.
12.8 We reserve the right to vary the Listing Fee (or charge a fee to access and use the Find Buyers Platform or new functions or features of the Find Buyers Platform) by providing you with at least 30 days’ written notice of these changes by email or by posting it on the Find Buyers Platform. If you do not agree to these changes, you may terminate this agreement no later 30 days after you have received written notice of the new fees. If Find Buyers does not receive the written notice within 30 days, you will have deemed to have accepted the new fees. The changes to the Fee Listings (if any) will not apply to any existing Buyer Listing published or posted on the Find Buyers Platform.

13. Intellectual Property Rights

13.1 You acknowledge that, notwithstanding anything else, Find Buyers and/or our licensors own all Intellectual Property Rights in the Find Buyers Platform including any information, Content or technology that may be provided to, or accessed by, you in connection with your use of the Find Buyers Platform (and anything arising or generated therefrom) (collectively, the Find Buyers IP). Accessing and using the Find Buyers Platform does not give you (or anyone else) ownership of, or any right, title or interest in any of the Find Buyers IP, all of which is, and will remain, owned by Find Buyers or our licensors.
13.2 All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Find Buyers Platform will automatically vest in, and are assigned to, Find Buyers.
13.3 By creating an Account and/or publishing, uploading or submitting a Profile and/or User Content on, or via, the Find Buyers

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Platform, you grant Find Buyers for the Term a royalty-free, non-exclusive, sub- licensable, transferable and worldwide licence to:

(a) use your Account and User Content (including registration information and Personal Information) for the purpose of: (i) providing you with access to, and use of the Find Buyers Platform and any ancillary products or services made available on, or via, the Find Buyers Platform or for marketing purposes; (ii) informing you about other products or services that Find Buyers may offer from time to time or in relation to third party products and/or services offered by us; (iii) complying with a legal requirement, such as a law, regulation, court order, subpoena, warrant, legal proceedings or in response to a law enforcement agency request; (iv) using usage patterns, trends, and other statistical or behavioural data derived from use of the Find Buyers Platform for the purposes of providing, operating, maintaining, or improving the Find Buyers Platform or our other products and services; and (v) sharing User Content with an Affiliate or other third party (with whom Find Buyers may contract or be affiliated with from time to time) for the purposes of performing or improving the Find Buyers Platform; and

(b) market and promote Third Party Content to you on, or via, the Find Buyers Platform.

Warranties

To the maximum extent permitted by the Relevant Laws, Find Buyers excludes all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or

otherwise), in connection with the provision of the Find Buyers Platform.

14.2 Nothing contained in this agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, State or Territory legislation where to do so is unlawful.
14.3 You acknowledge and agree that, to the maximum extent permitted by Relevant

Laws, Find Buyers makes no representations, warranties or guarantees in relation to the availability, continuity, reliability, accuracy, currency or security of the Find Buyers Platform, the Goods and/or Services or any other ancillary products or services made available to you on, or via, the Find Buyers Platform. You acknowledge that the Goods and/or Services or any other ancillary products or services made available to you on, or via, the Find Buyers Platform are provided ‘as is’ and Find Buyers will not be liable if the Find Buyers Platform, the Goods and/or Services or any other ancillary products or services made available to you on, or via, the Find Buyers Platform, are unavailable for any reason, including directly or indirectly as a result of:

(a) telecommunications unavailability, interruption, delay, bottleneck, failure or fault;
(b) negligent, malicious or wilful acts or omissions of third parties (including Find Buyers’ third party service providers);
(c) maintenance (scheduled or unscheduled) carried out by Find Buyers or any third party service provider, including in respect of any of the systems or network used in connection with the provision of the Find Buyers Platform;
(d) products or services provided by third parties (including internet

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service providers) ceasing or becoming unavailable; or

(e) a Force Majeure Event.

You warrant, acknowledge and agree that:

(a) your use of the Find Buyers Platform has not been made on the basis of any representations made by Find Buyers regarding future features or functionality of the Find Buyers Platform;
(b) you (as a Buyer) have the right to post, publish and reproduce your Profile and the Buyer Listings published or displayed on your Profile (and all Intellectual Property Rights contained therein), and to grant us the right to post, publish and reproduce your Profile and the Buyer Listings on the Find Buyers Platform or any of our social media pages;
(c) you (as a Seller) have the right to post, publish and reproduce the information displayed on your Profile (and all Intellectual Property Rights contained therein), and to grant us the right to post, publish and reproduce your Profile on the Find Buyers Platform or any of our social media pages; and
(d) you have the full power and authority to enter into this agreement and perform your obligations contemplated by this agreement, and in doing so, you will not breach any third party rights.

Limitation of Liability

To the fullest extent permitted by the Relevant Laws, Find Buyers will not be liable to you or any third party for any Loss arising out of, relating to, or connected to, the provision or use of Goods and/or Services, your access to, or use of, the Find Buyers Platform (or any other ancillary products or services made available to you on, or via, the Find Buyers Platform) and this agreement,

15.

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regardless of the cause of action on which they are based, even if advised of the possibility of such damage occurring.

15.2 Under no circumstances will Find Buyers aggregate liability, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed:
(a) in the case of Buyers, the Listing Fee paid by you to Find Buyers in the preceding one month of the date of the Claim or AUD $100 (whichever is lesser); or
(b) in the case of Sellers, the sum of AUD $100.
15.3 You agree to defend, indemnify and hold Find Buyers, our Affiliates and our Personnel (collectively, the Indemnified) harmless from and against any and all Losses and Claims that may be brought against the Indemnified or which the Indemnified may pay, sustain or incur as a direct or indirect result of, or arising out of:
(a) the, access and use by you of the Find Buyers Platform;
(b) a breach by you of any Relevant Laws or the Intellectual Property Rights of Find Buyers or any third party;
(c) any breach by you of any Relevant Laws; or
(d) any breach by you of this agreement.

16. Privacy

16.1 All Personal Information you provide to open an Account, create a Profile and any User Content you upload, generate, share, or publish on, or via, the Find Buyers Platform, is subject to our Privacy Policy, which is incorporated into this agreement. Find Buyers will not sell your Personal Information and registration information to any third party.
16.2 You warrant that, in relation to any Personal Information comprising your Account, Profile, User Content or any

other information disclosed to Find Buyers on, or via, the Find Buyers Platform:

(a) it has been collected in accordance with Privacy Laws;

(b) you have the authority to upload, post, publish or otherwise transmit such information on, or via, the Find Buyers Platform; and

(c) you have obtained the informed consent of the individuals who are the subject of such Personal Information in order for Find Buyers to use, disclose, store, transfer, process or handle it.

17. Termination

17.1 During the Term you may terminate this agreement at any time by selecting the ‘delete account’ function in the Find Buyers Platform.

17.2 Find Buyers may terminate the agreement any time (without liability to you) by giving you 7 days’ written notice.

17.3 Either party may terminate this agreement by giving notice with immediate effect if the other party:

(a) breaches any material term of this agreement and such breach is not remedied within five Business Days after receiving notice of the breach;
(b) breaches any material term of this agreement and such breach is not capable of remedy; or
(c) suffers an Insolvency Event.

17.4 You agree that Find Buyers may, at any time and at our absolute discretion, with or without cause or any notice to you, terminate, suspend or block your access to (either temporarily or permanently):

(a) your Account, and/or Profile and/or User Content;
(b) the Find Buyers Platform;
(c) any social media pages linked to its business or the Find Buyers Platform; or

(d) any other products and services offered on, or via the Find Buyers Platform (including third party products and services).

17.5 Cause for such suspension or termination under clause 17.4 may include, but are not limited to:
(a) any serious or repeated breaches or violations of this agreement, our policies and guidelines (including our Privacy Policy and Acceptable Use Policy) and any other agreements entered into between the parties;
(b) serious or repeated breaches or violations of Find Buyers’ or another person’s Intellectual Property Rights or privacy rights;
(c) your activities, conduct or transactions on, or, via, the Find Buyers Platform, brings, or has the capacity to bring, Find Buyers into disrepute;
(d) requests by law enforcement or other government agencies.
17.6 If Find Buyers terminates the agreement in accordance with clause 17.4, you acknowledge and agree that you are not entitled to a refund of the Listing Fees.
17.7 You agree that all such suspensions or terminations shall be made at our absolute discretion and that Find Buyers shall not be liable to you or any third party for any such suspension or termination.

18. Effect of termination

18.1 On termination of this agreement for any reason:

(a) all licences and rights of access granted to you under this agreement will immediately terminate; and
(b) Find Buyers will disable your Account and Profile and your Profile and Buyer Listings (in the case of Buyers) will no longer be accessible by you through the Find Buyers Platform. All User Content and other

information that is no longer needed by us will be securely destroyed or de-identified; however, Find Buyers may be required to retain Personal Information (including basic registration information) in accordance with documentation retention and destruction laws.

19. Third party websites

19.1 The Find Buyers Platform, any Profile or Buyer Listing may contain Third Party Content or content that may link to other websites, services, products or resources on the Internet, and other websites, services, products or resources may contain links to the Find Buyers Platform. These websites are not under our control and are not maintained by us. We are not responsible for Third Party Content or the content of any other third party websites, resources, products or services, and accept no responsibility for them or for any Loss or damage that may arise from your use of them (notwithstanding anything else contained herein). We only provide links to third party websites for your information and convenience.

19.2 Links, references or other connections to these websites, resources, products or services do not imply any endorsement of them or any association with their owners, operators or advertising material (as the context permits).

19.3 Your linking to or from these sites, or use of, or reliance on, such Third Party Content, websites, resources, products or services is at your own risk. You should carefully review the terms and conditions and privacy policies of all off-site pages and other websites or third-party suppliers that you visit or transact with.

20. Dispute Resolution

20.1 The parties may, before resorting to court proceedings (except interlocutory or interim relief), refer any dispute between the parties (excluding any dispute between a Buyer and Seller in connection with a transaction) under or relating to this Agreement initially to a nominated

representative of each party to endeavour to resolve the dispute within 20 days. If the dispute is not resolved within this period, then either party may, in its absolute discretion, initiate court proceedings.

20.2 If there is a dispute between a Buyer and Seller in connection with, any transaction, trade, exchange, supply or delivery of any Goods and/or Services, the parties must resolve the dispute between themselves (and not involve Find Buyers).

21. Complaints

21.1 Find Buyers may, at our absolute discretion, investigate any complaint lodged by a user that a Buyer Listing has breached the Acceptable Use Policy or that a Buyer or Seller has breach any other term of this agreement.
21.2 We will use reasonable endeavours to investigate any complaint or report lodged by you or another user of the Find Buyers Platform within a reasonable period of time and we may, at our absolute discretion, take corrective action that we deem appropriate in the circumstances (such as modifying, deleting or removing the User Content).
21.3 We do not guarantee that any User Content will be modified or removed from the Find Buyers Platform following your complaint. We will not take corrective action, if we do not believe that the User Content complained about has breached the Acceptable Use Policy or any other terms of this agreement.
21.4 Where we have determined, at our absolute discretion, that User Content has breached the Acceptable Use Policy or other terms of this agreement, we do not guarantee that such User Content will be deleted or removed within a specific timeframe.
21.5 We will not notify you of the outcome of our investigation or the corrective action (if any) we have taken in response to your complaint, unless you have complained

about a breach of your Intellectual Property Rights or privacy rights.

Force Majeure
Find Buyers will have no liability to you (whether you are a Buyer or Seller) or anyone else under this agreement if we are prevented from or delayed in performing our obligations under this agreement or otherwise, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, natural disasters, pandemics, epidemics, mandatory government lock-downs, sabotage, war, riot, civil commotion, computer hacking, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of hosting or data centre providers or other suppliers or sub-contractors, shortage of suppliers, equipment and materials, (Force Majeure Event).
Updates

23.1 Without notice to you, Find Buyers may, at our absolute discretion, from time to time:

(a) change, add or delete the functions, features, performance, or other characteristics of the Find Buyers Platform; or
(b) apply or install updates to, or new versions of, the Find Buyers Platform.

23.2 You

User Content on the Find Buyers Platform are subject to change at any time and may be out of date at any given time. Find Buyers are under no obligation to:

(a) update, correct or fix any Content, User Content or errors in the Find Buyers Platform; and/or

acknowledge that the Content and

(b) notify you of any changes to the Content, User Content or the Find Buyers Platform unless required by a Relevant Law to do so.

23.3 Find Buyers may, at our absolute discretion, provide you with customer support services during Business Hours in accordance with Find Buyers’ standard support services and maintenance policy (as amended from time to time).
23.4 If you require customer support services or you are having difficulties accessing and using the Find Buyers Platform, you may contact us using the ‘Report Bugs’ function on the Find Buyers Platform or by email at administrator@findbuyers.com.au.

24. Notice

24.1 By accessing and using Find Buyers Platform, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on the Find Buyers Platform.
24.2 You acknowledge that all contracts, notices, information and other communication (notices) we may provide electronically comply with any legal requirements that such documents be in writing.
24.3 Notice will be deemed received and properly served immediately when posted on the Find Buyers Platform or 24 hours after an email is sent to you. As proof of service, it is sufficient that the email was sent to the email address specified by you in the Registration Portal.

25. General

25.1 A waiver of any right under this agreement is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
25.2 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or

25.3

25.4

25.5

25.6

illegal, the other provisions shall remain in force.

If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

Find Buyers may deduct from any amounts owing to you under this agreement from any amounts due or owing to us under this agreement (including under the indemnity in clause 15.3).

This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangements, understandings or agreements between them relating to the subject matter they cover.

Neither party shall, without the prior written consent of the other party (which will not be unreasonably withheld), assign, transfer or deal in any other manner with all or any of its rights or obligations under this agreement, except that Find Buyers may assign, sell or transfer our rights or obligations under this agreement to an Affiliate or bona fide third party purchaser of our business.

Clauses 7.5, 7.6(b), 7.6(e), 12, 13, 14, 15, 17, 18, 19, 20, 21.2,22, 23, 24, 25, 27 and any other obligation which is expressed to, or by its nature, survive expiry or termination of this agreement, will survive expiry or termination of this agreement and are enforceable at any time at law or in equity.

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.

The laws of the state of New South Wales govern this agreement. You agree to

25.7

25.8

25.9

submit to the exclusive jurisdiction of the courts of New South Wales.

Contact Us
If you have any questions about this agreement, please contact us via email at administrator@findbuyers.com.au.
Definitions

27.1 In this agreement, the following words shall have the following meanings:

(a) Acceptable Use Policy has the
meaning given by clause 9.
(b) Account has the meaning given in
clause 5.2.
(c) Affiliate means in relation to any
party, a person which, directly or indirectly, (i) is Controlled by that party; or (ii) Controls that party; or (iii) is Controlled by a person referred to in (ii) above, and for this purpose Control means the power of a person to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership agreement or other document regulating such person) that the affairs of another are conducted in accordance with its wishes.
(d) Business Days means each day excluding Saturdays, Sundays and public holidays in New South Wales.
(e) Business Hours means 9:00am to 5:00pm on Business Days.
(f) Buyer means a person or entity who has created an Account and who uses the Find Buyers Platform to create, post and publish listings of Goods and Services that the Buyer has an interest in purchasing or acquiring from Sellers.
(g) Buyer Account has the meaning given in clause 5.1.
(h) Buyer Listing has the meaning given in clause 2.1(a).
(i) Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature whether present or future, fixed or unascertained, actual or contingent, at law, in equity, under statute or otherwise.

(j) Commencement Date has the meaning given in clause 4.1.

(k) Consequential Loss means the following, however arising and even if it is reasonably contemplated by the parties at the Commencement Date as a likely result of breach of the agreement: (i) direct, indirect, consequential, incidental, special, remote or unforeseeable loss, damage, cost or expense; (ii) loss of revenue, profit, income, bargain, opportunity, use, production, customers, business, contract, goodwill, or anticipated savings, loss caused by business interruption, or the cost of obtaining new financing or maintaining existing financing, loss of or corruption to data, loss of use of data, loss of enjoyment and non-economic loss; (iii) costs or expenses incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by a third party; (iv) loss or damage to any Goods, personal or real property, or for any personal injury or death, loss of enjoyment and amenities of life or disfigurement or loss of expectation of life; (v) loss or damage of the nature set out above in clauses (i) to (iv) (inclusive) that is incurred or suffered by or to a third party.

(l) Content means all the information, text, materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether

registered or

arrangement,

interface, look and feel, databases, functionality and control features of the Find Buyers Platform.

(m) Extension Period has the meaning given in clause 7.2.
(n) Find Buyers, we, our or us has the meaning given in clause 1.1, and where the context permits, our Personnel and Affiliates.

(o) Find Buyers IP has the meaning given in clause 13.1.

(p) Find Buyers Platform means the online marketplace (including all Intellectual Property Rights contained therein) owned and operated by Find Buyers and made

not), layout, graphical user

available to Buyers and Sellers via

the Site.

(q) Force Majeure Event has the
meaning given in clause 22.
(r) Goods means the goods or products which a Buyer is interested in purchasing or acquiring from a Seller as published, posted or listed by Buyers on, or via, the Find Buyers
Platform.
(s) GST means the A New Tax System
(Goods and Services Tax) Act 1999
(Cth).
(t) Insolvency Event means a
liquidation or winding up, the appointment of a controller, administrator, receiver, manager or similar insolvency administrator to a party or any substantial part of its assets or any event that has a substantially similar effect to the above events.
(u) Intellectual Property Rights means designs, copyright, trade marks, patents, operations, software or systems, trade names and domain names, rights in goodwill, rights in confidential information, databases or other intellectual property rights, whether under statute, common law, equity, custom or usage, and whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights and all similar rights which subsist or will subsist now or in the future in any part of the world.
(v) Listing Fee means the fee payable by the Buyer to Find Buyers to publish, submit, display or post a Buyer Listing as specified in the Find Buyers Platform.
(w) Listing Period has the meaning given in clause 7.2.
(x) Loss means loss, damage, liability, charge, expense, outgoing, payment or cost of any nature or kind, including all legal and other professional costs including Consequential Loss.
(y) Password has the meaning given in clause 5.2.
(z) Personal Information has the same meaning that it has under Privacy Laws, namely information or

(aa)

an opinion about an identified individual or an individual who is reasonably identifiable, whether the information or opinion is true or not and recorded in a material form or not.

Privacy Laws means any applicable laws and codes of practice dealing with privacy, including the Privacy Act 1988 (Cth) (as amended), the Australian Privacy Principles and any other legislation, codes and policies relating to the handling of Personal Information.

(bb) Personnel means any officer, employee, agent, contractor, sub- contractor or consultant of a party.

(cc) Privacy Policy means our privacy policy available on the Site or any other internet site notified by us from time to time, which is incorporated into this agreement.

(dd) Profile means the profile of a Buyer and/or Seller that is displayed on the Finder Buyers Platform and which contains your Profile Name, and in the case of Buyers, contains the Buyer’s Listings.

(ee) Prohibited Goods or Services means any goods, products or services that are volatile, explosive, flammable, hazardous or otherwise damaging or dangerous, banned products or services or any goods, products or services that are illegal or cannot be sold or offered for sale under any Relevant Law.

(ff) Profile Name has the meaning given in clause 5.3.

(gg) Registration Portal means the registration portal on the Site used by you to access and use the Find Buyers Platform.

(hh) Relevant Laws means any relevant rules of common law, principles of equity, international, federal, state and local laws, statutes, rules, regulations, proclamations, ordinances and by-laws and other subordinate legislation, rulings, or legal requirements anywhere in the world, and includes Privacy Laws in the state or territory of Australia in which you operate.

(ii) Seller means a person or entity who has created an Account and who uses the Find Buyers Platform to search for, and connect with, Buyers who may be interested in purchasing the Seller’s Goods and and/or Services.

(jj) Seller Account has the meaning given in clause 5.1.

(kk) Servicemeanstheserviceswhicha Buyer is interested in purchasing or acquiring from a Seller as published, posted or listed by Buyers on, or via, the Find Buyers Platform.

(ll) Site means the Find Buyers website www.findbuyers.com.au and any social media linked pages, or any other internet site notified by Find Buyers from time to time.

(mm) Term has the meaning given in clause 4.1.

(nn) Third Party Content means all data, content, materials and information (including text, images, graphics, logos, video and audio clips and links) that are provided by third parties or are identified as belonging to, or sourced from third parties, such as third party advertising.

(oo) Third Party Payment Processor means Stripe and any other a third party payment processor permitted by Find Buyers from time to time.

(pp) User Name has the meaning given in clause 5.2.

(qq) User Content has the meaning given in clause 9.4, and including any content, information, text, graphics, images, photographs, and footage.

(rr) you or your has the meaning given in clause 1.1 and where the context permits, is a Buyer or Seller.