The following terms and conditions apply to this Online Platform and all dealings in relation to the supply of the Search Services, all information, software, products and services available from the Online Platform or offered as part of or in conjunction with the Search Services provided by Trinity P3 Pty Ltd (ACN 091 197 287) ("Trinity P3") to you (the "User").

1.1. By registering or logging in to your account on the Online Platform, you acknowledge and agree that you have read and understood these terms and conditions and accept to be bound by these terms and conditions ("Terms and Conditions").

1.2. Trinity P3 reserves the right to amend these Terms and Conditions at any time. You agree that each time you access the Online Platform or prior to engaging Trinity P3's Services you have read and acknowledged these Terms and Conditions.

1.3. These Terms and Conditions apply to all transactions between us and you relating to the provision of the Search Services and unless otherwise agreed in writing, these Terms and Conditions shall apply to the exclusion of any other terms and conditions.

1.4. We have taken proper care and precautions to ensure that the information we provide on the Online Platform is accurate. However, we cannot guarantee, nor do we accept any legal liability arising from or connected to, the accuracy, reliability, currency or completeness of anything contained on the Online Platform.

1.5. You acknowledge that you rely on these Terms and Conditions and not any representations or warranties made by Trinity P3 prior to, or at the time of, entering into these Terms and Conditions.

2.1. Trinity P3 shall provide the Search Services as set out in Schedule 1 in accordance with the Terms and Conditions.

2.2. To receive the Search Services, you must comply with your obligations under the Terms and Conditions, including the obligation to pay the Search Fees in accordance with clause 4.

3.1. You warrant that:

• a) any and all information you have given, or will give, to Trinity P3 is, or will be, true, accurate and not misleading in any material respect;
• b) you have the legal capacity to enter into these Terms and Conditions and have the legal capacity to understand, and full power and authority to enter into, these Terms and Conditions;
• c) you are solely responsible for, and assume all risk arising from, your use of the Search Services and the Online Platform;
• d) you will not use the Online Platform for any illegal or unauthorised use; and
• e) you will ensure that your use of the Online Platform does not introduce any virus or corruption to the Online Platform.

3.2. You agree to:

• a) treat all information obtained from Trinity P3 as confidential, and not take commercial advantage of any Confidential Information provided to you via the Online Platform, or enable others to do so;
• b) not provide copies of any delivered Search Services to any third party without Trinity P3's prior written consent; and
• c) indemnify Trinty P3 for all Loss, damage, costs and expenses resulting from any virus or corruption introduced by you to the Online Platform.

3.3. You acknowledge and agree that:

• a) Trinity P3 is not liable for loss or damage that you or any other person sustains, directly or indirectly, in connection with the Online Platform, Search Services or Trinity P3's reliance on information it receives, or is given access to, by you;
• b) Trinity P3 can modify, replace, refuse access to, suspend or discontinue the Search Services, partially or entirely, or change and modify prices for all or part of the Search Services in its sole discretion;
• c) nothing in these Terms and Conditions prevent Trinity P3 from providing services of a similar nature to any other client;
• d) if the provision of the Search Services is unable to commence or is interrupted due to technical issues of the Online Platform or an event which occurs outside of the control of Trinity P3, Trinity P3 will not be held responsible, nor liable in any respect;
• e) any information provided by Trinity P3 in the provision of the Search Services is for general informational purposes only and does not constitute legal, financial, professional, or any other type of advice. Before relying on the information provided for any purpose, the User should carefully evaluate its accuracy, currency, completeness and suitability to the purpose for which it is to be used; and
• f) Trinity P3 makes no representations or warranties about the accuracy, currency, completeness, or suitability of the information provided. The User should not rely upon this information without first obtaining independent professional advice specific to your circumstances. Trinity P3 disclaims all liability for any loss or damage incurred by the User arising from reliance upon this information.

4.1. To receive the Search Services, you are required to pay the Search Fees to Trinity P3 as set out in Schedule 2 in advance or as directed by Trinity P3 in writing from time to time.

4.2. Trinity P3 cannot guarantee the security of any transaction or payment made by you and you accept any loss or liability arising from or in connection with any payments made by you to Trinity P3.

4.3. Trinity P3 will not be required to provide the Search Services until such time as you pay the Search Fees.

4.4. Any Search Fees paid by you to Trinity P3 are non-refundable, and any payment made by you to Trinity P3 will not be refunded under any circumstances.

4.5. If, and to the extent, any supply of the Search Services under these Terms and Conditions is a taxable supply within the meaning of the GST Law, the Search Fees will be increased to include GST payable by Trinity P3 in respect of the supply, and Trinity P3 shall issue a Tax Invoice for payment of the GST.

5.1. Trinity P3 has no liability and is discharged from all liability in respect of the Search Services, the Online Platform or these Terms and Conditions, whether under the law of contract, tort, statute or otherwise and the User (and persons claiming through or under the User) will not be entitled to commence any action or claim whatsoever against Trinity P3, its agents, sub-agents, officers, directors, related entities, employees and representatives of Trinity P3 in respect of the Search Services, the Online Platform or these Terms and Conditions.

5.2. To the extent that any law prohibits or limits a limitation of liability, as provided in clause 5.1, the maximum liability of Trinity P3 under these Terms and Conditions howsoever shall not exceed Trinity P3's Liability Limit.

5.3. Trinity P3, its agents, sub-agents, officers, directors, related entities, employees and representatives will not be liable for any direct, indirect, incidental, consequential, claim, loss (including loss of profits, loss of data and loss of business opportunity), damage, or any act, omission or default by the User or any other persons or claims made against Trinity P3 arising out of or in relation to these Terms and Conditions by Trinity P3 whether or not such loss or damage was foreseeable or foreseen by either party.

5.4. The User acknowledges and agrees that it has carried out its own enquiries and investigations regarding the possible benefits of the Search Services and the Online Platform and accuracy of any of the information and material on the Search Services and the Online Platform (on which it solely relies), and acknowledges the Search Services are analytical data, and for informational purposes only, and that Trinity P3 does not make any warranties or representations as to the success, benefits or accuracy of information that the User may receive from the provision of the Search Services.

5.5. The limitation of liability herein shall not apply to the extent that the liability as caused by Trinty P3.

6.1. Other than the rights expressly granted to the User, no other rights or interest whatsoever in the Trinity P3 Database are transferred or granted to the User.

6.2. The User shall not without the express written consent of Trinty P3, which may be granted or withheld at Trinity P3's sole discretion, disclose, distribute, resell, sell or promote the sale of any information acquired from the Trinity P3 Database.

7.1. Trinity P3 collects and manages your personal information in accordance with the Privacy Act 1988 (Cth). Trinity P3 collects and uses this information to provide the Search Services to you, to improve the quality of the Search Services, and to provide you with information about other services offered by Trinity P3. Trinity P3 agrees to keep such information strictly confidential.

7.2. Use of information you have provided to Trinity P3 or that which Trinity P3 has collected and retained relating to your use of the Online Platform and/or the provision of Search Services is governed by Trinity P3's Privacy Policy, in accordance with all applicable laws and regulations.

7.3. By using the Online Platform and receiving the Search Services from Trinity P3, you are agreeing that you have read, understood and accept to be bound under Trinity P3's Privacy Policy.

7.4. To view Trinity P3's Privacy Policy and read more about why Trinity P3 collects personal information from you and how Trinity P3 uses that information, please click here. https://www.trinityp3.com/privacy-policy/

8.1. The User may during the course of the provision of the Search Services, receive the Confidential Information of Trinity P3. The User agrees not to disclose, disseminate or use the Confidential Information in any way other than in the course of the provision of Search Services.

8.2. The User will keep such Confidential Information securely protected and not disclose such information to any party except in accordance with this clause.

8.3. The above restrictions do not apply to Confidential Information which:

• (a) is authorised to be disclosed by way of the User receiving prior written consent from Trinity P3;
• (b) is already in the public domain;
• (c) enters the public domain otherwise than as a result of an unauthorised disclosure or a breach of these Terms and Conditions;
• (d) is or becomes lawfully available to the User from a third party who has the lawful power to disclose such information on a non-confidential basis;
• (e) is rightfully known to the User prior to the date of the disclosure; or
• (f) is required to be disclosed by law, provided that prior to disclosure, the User gives Trinity P3 prior written notice of the requirement to disclose and details the information that will be disclosed.

8.4. The obligations under this clause will survive the termination of these Terms and Conditions.

9.1. Content and information provided on and through the provision of the Search Services, including, without limitation, any of Trinity P3's trademarks, graphics, designs, information, texts, images, data and other material displayed, available or present through the provision of the Search Services, are the copyrighted and/or trademarked work of Trinity P3 and/or Trinity P3's affiliates and/or licensors.

9.2. The User acknowledges and agrees that Trinity P3, its affiliated parties, and/or licensors, and third party suppliers own the Intellectual Property Rights in the Search Services being provided, including but not limited to any and all trade and service marks, inventions, patents, copyrights, design rights (whether registered or unregistered), database rights, and all other intellectual property rights subsisting anywhere in the world

9.3. Intellectual Property owned or licenced by Trinity P3 as at the date of these Terms and Conditions, or which Trinity P3 acquires during the course of these Terms and Conditions, and any Intellectual Property created during the course of these Terms and Conditions is the sole property of Trinity P3 and subject to clause 10.5 these Terms and Conditions does not create or vest any Intellectual Property rights to the User in providing the Search Services.

9.4. The User will take no action and will not allow any action to be taken in contravention of Trinity P3's Intellectual Property Rights.

9.5. Trinity P3 grants the User a non-exclusive and non-transferable licence to use the Intellectual Property Rights which form part of the Search Services for the User's own internal use, and for the purpose for which they are delivered.

9.6. The User will, at the request and expense of Trinity P3, execute all documents and do all acts Trinity P3 deems necessary or desirable to vest such rights in Trinity P3, including any assignments for the purposes of effecting and perfecting the title of Trinity P3.

9.7. To the full extent permitted by law, the User unconditionally and irrevocably waives all moral rights in the works which have been created or may be created in the course of engagement with Trinity P3 and consents to any act or omission which would otherwise breach or infringe the User's moral rights.

9.8. The User irrevocably appoints Trinity P3 to be its attorney for the purpose of executing any Terms and Conditions and doing anything necessary to give effect to this clause.

10.1. The User indemnifies Trinity P3 and agrees to keep Trinity P3 indemnified against all liabilities, losses, damages, costs and expenses (including all legal and settlement costs determined on a full indemnity basis) arising out of or in connection with:

• (a) the User's breach of these Terms and Conditions;
• (b) the Search Services including but not limited to the supply of the Search Services;
• (c) the User's breach of any other terms and conditions contemplated by these Terms and Conditions;
• (d) the User's breach of any of its warranties under these Terms and Conditions; and
• (e) the User's breach of any of its undertakings under these Terms and Conditions.

10.2. The indemnity herein shall not apply to the extent that Trinity P3 caused or contributed to the liabilities, losses, damages, costs and expenses.

10.3. The indemnity herein shall survive the termination of these Terms and Conditions.

11.1. You waive any and all rights and entitlements to any claims, actions, suits, legal proceedings, demands, costs, Losses, damages and expenses against Trinity P3 and release Trinity P3 from any and all claims which you now have, or at any time in the future may have, at law or in equity, against Trinity P3 in relation to, or arising out of, use of the Online Platform and provision of the Search Services.

11.2. You must and must use your best endeavours to ensure that any person claiming through you does not, obtain or seek to obtain any relief in relation to, or arising out of, or in connection with, the use of the Online Platform and the provision of the Search Services to you.

12.1. In the event of a dispute arising between you and Trinity P3 ("the parties") in connection with Trinity P3's Search Services, the parties agree to use their best endeavours to try and resolve the dispute amicably through negotiations, discussion and other communication in good faith.

12.2. If the dispute cannot be resolved by agreement within 10 Business Days of the dispute arising by either party providing written notice to the other or within such longer period as may be determined by Trinity P3, then any party can, by written notice to the other sent any time, set out the details of the dispute and nominate a resolution and serve such notice on the other party.

12.3. If, within five (5) business days of the Trinity P3's notice set out in clause 13.2, you:

• (a) accept Trinity P3's resolution set out in clause 13.2 by providing written notice to Trinity P3, the resolution nominated by Trinity P3 will be effective as at the date of the notice in this clause 13.3(a);
• (b) reject Trinity P3's resolution set out in clause 13.2 by providing written notice to Trinity P3, the process set out in clause 13.4 will be adhered to by the parties; or
• (c) fail to respond and provide any notice to Trinity P3, you acknowledge and agree that failure to respond and provide notice will equate to deemed acceptance, and the resolution nominated by Trinity P3 will be effective as at the expiry of the five (5) business day period set out in this clause.

12.4. If the dispute has not been resolved within five (5) Business Days of the written notice set out in clause 13.3(b), the parties will appoint, by mutual agreement, a mediator to assist in the resolution of the dispute.

12.5. The parties agree to co-operate with the mediator in all procedural steps necessary to constitute the mediation and to participate in a bona-fide discussion with the assistance of the mediator in seeking to agree on a resolution of the dispute.

12.6. If the parties cannot agree on a mediator, the legal representative of Trinity P3 will appoint a mediator and clause 13.5 will continue to apply.

12.7. You are solely responsible for the costs and expenses of the mediator and the Trinity P3's legal representative (including any costs or expenses incurred arising out of or in connection with the dispute), and such costs and expenses are to be paid by you within five (5) days of receiving written notice from Trinity P3.

12.8. Notwithstanding the provisions of this clause, if Trinity P3 is required to engage their legal representative for any matters arising out of or in connection with the dispute, all time periods set out under this clause including but not limited to time periods for notices and acts, will be determined by Trinity P3 in its sole discretion.

12.9. Until the determination of the dispute, you will still be responsible for the payment of any Search Fees due and payable to Trinity P3.

12.10. Should the dispute remain unresolved after mediation, Trinity P3's legal representative will make a determination, and their decision will be final and binding on the parties.

12.11. The provisions of this clause 13 do not prevent either party from commencing legal proceedings regarding a dispute.

13.1. Any notice to be given in conjunction with the operation of these Terms and Conditions must be:

• (a) in writing; and
• (b) sent by post or email to the last known postal address, or email of the recipient.

13.2. Failure to exercise or enforce or a delay in exercising or partially enforcing or exercising any right, power or remedy provided under the law or these Terms and Conditions by any party will not in any way preclude or operate as a waiver of any exercise or enforcement or further exercise or enforcement of that or any other right, power or remedy provided by law or under these Terms and Conditions.

13.3. If a provision of these Terms and Conditions is or becomes invalid or unenforceable in a jurisdiction:

• (a) it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and
• (b) that fact does not affect the validity or enforceability of:
  • (i) that provision in another jurisdiction; or
  • (ii) the remaining provisions.

13.4. Any prohibited, unlawful, void or unenforceable provision will be replaced by an allowable, lawful, effective and enforceable provision which so far as is possible will have the same economic benefit or burden for the parties as the severed provision was intended to achieve. All obligations of the parties survive expiration or termination of these Terms and Conditions to the extent required for their full observance and performance.

13.5. These Terms and Conditions are governed by the law in force in the state of New South Wales and will be construed in accordance with that law. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and waives, without limitation, any claim or objection based on absence of jurisdiction or inconvenient forum.

"Agency Search" means the Trinity P3 AI-powered search tool that allows the User to enter prompts and access the Trinity P3 Database.

"Business Day" means a weekday in which trading banks are open for the transaction of banking business in Sydney, Australia.

"Confidential Information" means information relating to the business or internal operations of Trinity P3 which is obtained by the User in the course of their Engagement with Trinity P3, and includes but is not limited to any of the following types of information:

• (a) information which Trinity P3 indicates is confidential;
• (b) information which is by its very nature confidential;
• (c) information which could be of commercial value to any customer, User, supplier or competitor of Trinity P3;
• (d) information about Trinity P3's financial affairs, including performance or profitability reports and margins;
• (e) information relating to trade secrets, know-how, material and intellectual property, technology, source codes and methodologies, terms of trade, contractual arrangements, business strategies, formulae, processes, applications, unique features or techniques in relation to or connected or associated with any of Trinity P3's products or Search Services, User lists or prospective User lists, advice to Users or other documents provided to Users;
• (f) information obtained verbally, whether in formal meetings, during discussions or in any other way;

except for information that is freely available in the public domain.

"Intellectual Property Rights" means all intellectual property rights including all hardware and software in or associated with the Service, patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in designs, database rights, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"Online Platform" means the Website or other digital service provided by Trinity P3 or which facilitates the provision of the Search Services.

"Search Fees" means the prices for the Search Services as set out in Schedule 2.

"Search Services" means the services to be provided by Trinity P3 to the User as set out in Schedule 1.

"Subscription Term" means the period for which the User has elected to subscribe to the Search Services and for which the applicable Search Fees have been paid, as set out in Schedule 2.

"Trinity P3" means Trinty P3 Pty Ltd (ACN 091 197 287).

"Trinity P3 Database" means Trinity P3's platform containing market data, trends, and consumer insights for informational purposes only.

"Trinity P3's Liability Limit" means the total invoiced value of Trinity P3 Search Services purchased and paid for by the User for lesser of the period of the current Subscription Term, or the period of the twelve months immediately preceding the date of the claim.

"Tax Invoice" means a tax invoice issued by Trinity P3 to the User for the Search Fees associated with the Search Services provided by Trinity P3.

"Website" means the website known as agency-register.com.

In this document, unless the context indicates otherwise:

• (a) "Details" means the section of these Terms and Conditions described as "Details.
• (b) The words "include", "including", "for example" or "such as" when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind.
• (c) A clause, schedule or annexure is a reference to a clause, schedule or annexure of these Terms and Conditions.
• (d) In the interpretation of these Terms and Conditions no rules of construction shall apply to the disadvantage of one party on the basis that that party put forward these Terms and Conditions or any part of it.

The Trinity P3 Database is a digital platform containing market data, trends, and consumer insights for informational purposes only.

1. Access

(a) Trinity P3 agrees to grant the User a non-exclusive, non-transferable, revocable right to access and use the Trinity P3 Agency Search during the Subscription Term, subject to the corresponding prescribed usage limits set out in Schedule 2.

(b) If the Subscription Term expires, all unused searches and/or prompts are forfeited, and no refund will be made to the User.

2. Service and Maintenance

(a) Trinity P3 will be responsible for servicing and maintaining the Trinity P3 Database, the Agency Search and the Online Platform and the User's access to the Trinity P3 Database, the Agency Search and the Online Platform provided during the term of these Terms and Conditions up the date of termination.

(b) The User is not to carry out any maintenance, and all reasonable maintenance will be carried out by Trinity P3 during Trinity P3's ordinary business hours of 8.30am to 5.30pm, Monday to Friday excluding on public holidays in New South Wales.

(c) Trinity P3 will use its best endeavours to ensure that the User has access to the Trinty P3 Database 24/7, however in the case of any disruption to access outside of Trinity P3's ordinary business hours, Trinity P3 will not be liable for any inability or failure to resolve any disruption to access outside of the ordinary business hours.

(d) If access is disrupted, the User must contact Trinity P3 as soon as possible to properly identify and resolve the disruption.

(e) Trinty P3 will provide technical service to the User as promptly as possible, subject to the User complying with their obligations under these Terms and Conditions and Trinity P3's ordinary business hours.

(f) The User agrees that Trinity P3 will not be liable for any disruption to the User's access to the Trinity P3 Database for any reason, including when caused by any maintenance or servicing to the Trinity P3 Database or any attempt to resolve a disruption by the User and will not be liable for any loss or damage suffered or incurred as a result.

3. Expiry of Services

The Search Services will automatically terminate without notice to the User at the end of the Subscription Term, as set out in Schedule 2, unless the User renews their subscription by paying the applicable Fees for a further Subscription Term

The total Search Fees are calculated in accordance with the prices in this Schedule. Trinity P3 may by prior notice to the User change these prices time to time.

The User will be charged dependent on the Subscription Term the User wishes to engage to Trinity P3 to provide the Search Services.

All Search Fees are payable in advance, as follows:

All Fees quoted above are exclusive of GST and merchant fees as notified in writing (where applicable).