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SUBSCRIPTION TO THE PORTAL PUSHER PROGRAM (the APPLICATION)

Thank you for wishing to purchase a Subscription to have access to, and use of, the Portal Pusher Program (the Application). This Subscriber Agreement governs your Subscription(s) and your receipt of, access to, and use of, the Portal Pusher application only. It does not govern any other product or service provided by the Supplier.

Your Subscription includes the Subscription of you, your salespeople or any person engaged or employed by you (your Agents) and therefore you are responsible, in full, for your Agents compliance with this Agreement. Your Subscription is provided by way of a Licence, which has an associated Licence fee.

The other clause headings in this Agreement are:

1. The Parties to this Agreement

2. Subscription (Licence) Fee

3. Term

4. Termination, Refunds, Transfers and Suspensions

5. Consequences of Termination

6. User names and Passwords

7. Internet access; System requirements

8 The Supplier

9. Your Data and Your Ownership of that Data

10. Modifications

11. User Help, Support & Training

12. Confidentiality & Limitations

13. Liability

14. Intellectual Property Rights

15. Dispute Resolution

16. Modifications to this Agreement

17. General Provisions

Please ensure you agree to these clauses before accepting this Agreement and Subscribing.

THE PARTIES TO THIS AGREEMENT

You are entering into, and agree to be bound by the terms of, this Agreement by clicking the “I Accept” button below. Clicking this button executes this Agreement. Upon execution of this Agreement and therefore payment of the licencing fee, the Supplier will grant you a non-transferable, non-exclusive licence for your receipt of, access to and use of the Portal Pusher.

Please understand that this Agreement is a legally binding agreement between you (both as an individual and a legal entity) and the Supplier.. The agreement contains important rights, duties and restrictions and if you do not agree to all of the terms in this Agreement and all of the terms incorporated by reference herein via referenced documents, website terms, URL links or otherwise, you should not click the “I Accept” button. No refund will be provided if you have not contacted the Supplier within thirty (30) days following the date on which your Subscription begins.

SUBSCRIPTION (LICENCE) FEE

In consideration of the Subscription (or Licence) granted above you agree to pay the licensing fee, in advance, as set out in the schedule of fees available on the Portal Pusher web site.

The Subscription may only be paid by Credit Card, and by those Credit Cards the Supplier will accept. The Subscription is payable by way of a Direct Debit drawn from your nominated Credit Card account.

The Subscription fee must be paid and cleared in full and in advance, to the Supplier before access to Portal Pusher can be granted.

Please be aware that Direct Debit subscriptions are handled by an external billing company. Any surcharge for the use of a Credit Card will not be on charged to you. We will pay this for you.

However, if there are insufficient funds in your account or your Direct Debit is dishonoured for any reason, a fee will be charged by the billing company which will be added to the next payment due. You must arrange for the Subscription fee to be made by another method, or arrange for sufficient funds to be put into your account to ensure that you can continue to use the Application. If your Subscription fee is not paid and becomes overdue then your access to the Application may be restricted until all overdue fees are paid.

This fee may be adjusted/ increased at any time providing at least thirty (30) days notice is given to you, however, any adjustment/ increase will not take effect until your current Subscription term has expired, and a new Subscription term begins.

TERM

The Application is available only through the purchase of a Subscription. Your Subscription shall commence immediately upon the Suppliers acceptance of your order to purchase that Subscription, which may precede the date on which you choose to begin using the Application. That is, it is your responsibility to begin using the Application once you have access to it.

The Supplier will make every reasonable endeavour to notify you by way of email when your Subscription term is about to expire. It is however your responsibility to notify us of your wish to stop Subscribing.

Subscriptions are “Until Further Notice” meaning that it is an on-going agreement and at the end of your initial term (1,2,3,6 or 12 months) your membership WILL continue until you notify us in writing 7 days in advance to cancel your Subscription.

TERMINATION, REFUNDS, TRANSFERS AND SUSPENSIONS

Termination: Either party may terminate the Subscription (Licence) by giving at least thirty (30) days prior written notice to the other party.

You will remain liable to pay for all Subscription fees that remain unpaid for the full term you signed up for.

If you commit any serious breach of any term of this Agreement and (in the case of a breach capable of being remedied) fail, within 30 days after the receipt of a notice in writing from the Supplier to do so, then the Supplier may immediately terminate the Subscription.

Any termination of this Subscription (or Licence) or this Agreement, however initiated, shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

Refund: You may receive a refund of all Subscription fees paid should you simply change your mind, or you feel the Application is not fit for its stated purpose, or doesn’t match our descriptions, within the first thirty (30) days of subscribing. You must contact the Supplier within thirty (30) days following the date on which your Subscription began, to be eligible to this refund.

No refunds will be given for any Subscription term you have not utilised/not used, once you have been subscribed to the Application for more than thirty (30) days.

Transfers: Transfers of Subscriptions are available to you should you not want to continue the Subscription and have another person willing to take over all aspects of the Subscription. This includes seeing out the remainder of the term of the Subscription (if any). Transfers incur an administration fee of AUD $27.50 + Gst.

Suspensions: There is no facility to allow Subscriptions to be suspended.

CONSEQUENCES OF TERMINATION

As applicable, when the Subscription (or Licence) is terminated you may be requested to return to the Supplier certain information or materials, or if requested by the Supplier, destroy the same and certify in writing to the Supplier that they have been destroyed.

You may request in writing a copy of your data made available in a format that is readable by reasonable industry standards. A charge of AUD$500 + Gst will apply to provide this data to you.

You must make your request in writing to the Supplier within thirty (30) days from termination of this Agreement otherwise the Supplier may destroy such data in any manner it thinks fit.

No refund will be made for any portion of any fees paid in advance by you to the Supplier, if 30 days have expired from your original sign up/ Subscription date.

USER NAMES AND PASSWORDS

You and your Agents will be required to choose (or, at the Suppliers discretion, you and your Agents will be assigned) a user name and password for the Application. Each person requiring access to the Application will require a user name and password. User names and passwords may not be used by anyone other than the designated user.

You and your Agents are solely responsible for maintaining the confidentiality and security of the user name and password, and for all activities that occur under your or your Agents user name and password. You must notify the Supplier immediately if you become aware of any unauthorized use of your or your Agents user name or password, or if you become aware of any other breach of security regarding the Application.

the Supplier will not be liable for any loss or damage that you or your Agents may incur as a result of someone else using your or your Agents user name or password, either with or without your knowledge, and you agree to indemnify and hold harmless the Supplier from and against any and all losses it may suffer as a result of such unauthorized use. the Supplier is entitled to assume that anyone who provides you or your Agents user name and password is you or your Agents or is acting as your agent or otherwise on your or your Agents behalf and with your or your Agents full consent. You authorize the Supplier to deal openly and fully with any person who provides your and your Agents user name and password.

In the event of multiple user name-password sets, and/or multiple persons having access to the Application you have Subscribed for, is granted, agreed to or acquiesced in by the Supplier, you will be responsible for the security, safekeeping, management and control of such account(s), all such user name-password sets, the relevant Application and other the Supplier Items and all receipt of, access to and use of same; and the above terms of this Section shall be construed to apply in full in such circumstances to any and all such accounts, user name-password sets and multiple-person use.

INTERNET ACCESS; SYSTEM REQUIREMENTS

Use of the Application, or certain parts thereof, requires access to the Internet. Additionally, use of the Application, or certain parts thereof, may require particular equipment, software, data access and/or telecommunications services, and the Supplier may change those requirements from time to time in its sole discretion and without prior notice. You are solely responsible for obtaining, configuring, maintaining, and paying all fees, taxes, expenses and other charges related to, any equipment, software, data access and/or telecommunications services necessary for you to access the Internet and/or make use of the Application.

As the availability of access to the Application is via the Internet from time to time and without notice access the it, and your data, may be disrupted or limited. During such interruption the Supplier will use its best reasonable endeavours to restore access. Sometimes such interruption may be outside of the Suppliers control. Accordingly you acknowledge and agree that the Supplier has no responsibility or liability for any deletion, destruction, corruption, or other loss arising out of the loss of accessibility to the Application or the loss of any data.

THE SUPPLIER

The Supplier is: Real Oz Software Pty Ltd ABN 58 092 504 893

YOUR DATA AND YOUR OWNERSHIP OF THAT DATA

You will at all times be the exclusive owner of your data. However, any data stored by the Supplier on the Application is entirely at your risk. the Supplier will use its own backup procedures to back up your data to the best of its ability. The data, or portions of it, may be made available to third parties if you agree to this. Additional charges may apply.

The disclaimers, protections, limits on liability, exclusions of liability and the indemnification rights of this Agreement extended to and for the benefit and protection of any third party (any direct or indirect supplier, licensor, vendor, contractor, service provider, parent organization, subsidiary or Affiliate of the Supplier with respect to any content, software, technology, facility, service or other item that is in any way (a) received as part of, accessed through or used by way of the Application or any other Supplier item or (b) used as a part of, or in conjunction with providing, maintaining or supporting, the Application or any other Supplier item or any access to the same, but excluding any third parties the Supplier might specifically exclude as a third party.

MODIFICATIONS

The Supplier may upgrade, enhance, change, suspend, discontinue, or otherwise modify any functions, features, aspects or components of the Application, its presentation, the manner in which it is delivered, accessed or made available, how it is used or operated, any included content and the User documentation (Modifications) at any time in its sole discretion and without notice. Any Modifications made available to you will be subject to the terms of this Agreement relating to the Application. You shall not be entitled to any abatement in Subscription fees for reasons relating to Modifications, any lack thereof or any failure or delay in providing same. The Supplier reserves the right in its sole discretion to separately price and charge for Modifications.

USER HELP, SUPPORT AND TRAINING

The Application contains User documentation on its functionality.

It is the responsibility of you and your Agents to use the Application correctly. This includes, but is not limited to, updating data within the Application such as modifying changes to any aspects of a property you are marketing, including when it is sold or let, as applicable.

The Supplier will provide email based support to you for understanding the use of the Application.

The Supplier does not provide phone based User support, or User Training, as part of the Subscription (or Licence) fee. These services are available at a chargeable rate. Training may be requested and the associated costs paid by you or your Agents.

Should the Supplier’s support service be required to correct user error on your behalf, then this service is chargeable. Your permission to proceed with making any such correction will be sought prior to such services being undertaken.

CONFIDENTIALITY AND LIMITATIONS

You agree not to attempt or permit any person to copy, reproduce, translate, adapt, vary, modify or reverse engineer the Application nor to communicate the Application to any third party.

You undertake to indemnify and hold the Supplier harmless for any loss or damage of whatever kind caused to the Supplier, other Users, or any third party; for any claim or action which may be brought by a third party against the Supplier; against civil and criminal liability in any jurisdiction connected in any way with your access to the Application.

You will not access, use or transmit information protected by copyright, patent, trade mark or other intellectual property laws, nor will you access information which might contravene data protection, personal privacy, human rights, or censorship legislation.

All disclaimers by, and indemnities in our favour shall survive the termination of this Agreement.

The parties acknowledge that any information and material relating to the parties that either has or acquires during the course of this Agreement will be strictly confidential including this Agreement and will only be disclosed to its employees, or legal representative, to whom disclosure is necessary for the purpose of carrying our the obligations of each party to this Agreement.

The provisions of this Agreement, including those of this clause, will survive expiry or termination of this Agreement and will remain forever effective and biding upon the parties.

LIABILITY

The following is without prejudice to any rights you may have at law. You acknowledge that no promise, representation, warranty or undertaking has been made or given by the Supplier to any company or person on its behalf in relation to the profitability of or any other consequences or benefits to be obtained from the delivery or use of the Application or its related material.

You have relied on your own skill and judgment in deciding to use the Application.

Except as and to the extent provided in this Agreement, the Supplier will not in any circumstances be liable for any damages whatsoever, including, without limitation, damages for loss of business, business interruption, loss of business information or other indirect or consequential loss, arising out of the use or inability to use or supply or non-supply of the Application.

The Supplier will not in any circumstances be liable for any damages whatsoever, including, without limitation, damages for loss of business, commercial hardship, your client’s loss or commercial hardship, any provider the Application loads data to loss or commercial hardship, or other indirect or consequential loss, arising out of any property, or its information, being displayed incorrectly within any other supplier’s application due to you or your Agent incorrectly using the Application.

The Supplier’s total liability under any provision of this Agreement is in any case limited to the amount actually paid by you to the Suppler in the immediate proceeding 30 day period of any subject matter in dispute. This amount is limited to one 30 day period of payments for any and all liabilities.

INTELLECTUAL PROPERTY RIGHTS

You agree the Application in all code forms is the exclusive property of the Supplier. You will not, or through any third party, sell, lease, sub-licence or otherwise deal with any part or parts of the Application. You also acknowledge that the Application and enhancements are proprietary and confidential.

DISPUTE RESOLUTION

Any notice required to be served hereunder by either party shall be deemed to have been properly served if left at or posted in a prepaid letter addressed to the other party at its place of business in the case of the Supplier or any other address whereat you may reside or carry on your calling known to the Supplier in the case of you and any such service by post shall be deemed to have been effected when the letter containing such notice would be delivered in the ordinary course of post.

It is hereby agreed for the purpose of determining the Court at which any action in relation hereto shall be heard pursuant to the District Court or similar rules as the case may be (or any provisions substituted therefor) that any cause of action which may arise out of this Agreement shall be deemed to have arisen at the registered office of the Supplier with the intent that all legal proceedings upon or concerning this Agreement shall be commenced and heard at the Southport District Court, Queensland.

MODIFICATIONS TO THIS AGREEMENT

The Supplier may modify this Agreement (an Amendment) from time to time by notifying you, via one or more of its Subscriber Notification Methods. It is your obligation to timely check for such notifications. Unless accepted by you sooner, each Amendment shall be effective thirty (30) days after you are notified of it, but if the Amendment changes in any material and adverse way your rights, duties or risks regarding your Subscription and you do not wish to be subject to the Amendment, then you may terminate your Subscription (effective at the end of the 30-Day Review Period, defined below) and receive a prorated refund of any prepaid, periodic Subscription Fees relating to your Subscription (such proration to be calculated using the date on which the Subscription terminates).

However, you must notify the Supplier within thirty (30) days after the Modification Notice was posted, sent or otherwise issued by the Supplier (the “30-Day Review Period”) and you must so notify the Supplier by way of its email support channel; otherwise, you will be deemed to have agreed to the Amendment.

GENERAL PROVISIONS

The parties acknowledge that this Agreement is the entire Agreement between them and supersedes all prior oral or written agreements or arrangements relating to its subject matter.

Neither party will be under any liability to the other in respect of anything which, apart from this provision, may constitute a breach of this Agreement arising by reason of force majeure, including but not limited to acts of terrorism, acts of God, flood explosion, sabotage, accident, embargo, strike, labour disputes, riot, civil commotion, acts of government, breakdown of computer equipment, arising and for which it is not responsible.

If any of the Agreements terms, conditions or provisions are determined to be invalid then the remaining terms, conditions or provisions will continue to be valid to the full extent permitted by law.

No failure or delay on the part of either party to this Agreement in exercising any right under this Agreement will operate as a waiver thereof nor will any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or exercise of any other right.

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