SPAUTO APP TERMS AND CONDITIONS

1. Introduction

1.1 The SPAUTO App Terms and Conditions, together with our Privacy Policy, comprise the terms of a legal agreement between the person listed in the Registration Portal (you or your) and SPAUTO PTY LTD (ACN 684 949 371)

(we, our or us) (collectively, the agreement).

1.2 By accessing and using the SPAUTO App, you warrant that you have read this agreement and agree to be bound by this agreement. If you are using the SPAUTO App as a representative of an entity, you are agreeing to the agreement on behalf of that entity.

2. SPAUTO App

2.1 The SPAUTO App is a portal or online parking marketplace through which a person (called a ‘Boss’) offers to rent or lease a parking space to drivers (called a ‘Dezzo’) who wish to lease a parking space from a Boss on a temporary basis. Bosses get paid to rent their car parking spaces to Dezzo who receive the benefit and convenience of finding and renting a car parking spot quickly and easily.

2.2 We act as a booking and payment collection agent each time a Dezzo hires a parking space (being a piece or plot of land or driveway) (“a SPAUTO”) from a Boss. We are simply an online conduit for connecting Bosses and Dezzos (and we are not a Boss or Dezzo) and our role in providing you with access and use of the SPAUTO App should be construed strictly in this context only.

2.3 When you create an Account on the SPAUTO App, we grant you (as a Boss and/or Dezzo) a non-exclusive, non- transferable, personal, revocable and non-sublicensable licence to download, access and use the SPAUTO App for the Term. 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 SPAUTO App, any Boss, Dezzo, SPAUTO Listings, SPAUTO, our Service Fees or any other ancillary products or services offered on, or via, the SPAUTO App 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 SPAUTO App and/or web site.

4. Term

4.1 This agreement commences on the date you create an Account with us on, or via, the SPAUTO App (Commencement Date) and continues, unless terminated in accordance with clause 20 (Term).

5. Account

5.1 If you wish to access and use the SPAUTO App, you (as a Boss and/or Dezzo) must create an account with us via the Registration Portal (Account).

5.2 Your Account will be operated by an email address (User Name) and password (Password). You will be required to provide your name and surname which will be displayed on your user profile You can change your email address (User Name) and Password within the Registration Portal at your convenience. The owner of the Account is solely responsible for the activity conducted on the Account. We may at any time request that the owner of the Account provide identification to verify their identity.

5.3 In order to open an Account or otherwise access and use the SPAUTO App, you must:

(a) be over 16 years of age, and legally able to enter into contractual relations. If you are under the age of 16 years, you must not access and use the SPAUTO App; and

(b) provide accurate and complete registration information (including, but limited to, your full name, date of birth, phone number and email address). You may, at your absolute discretion, provide us with additional registration information (such as your profile picture, location and biographical information about yourself). All Personal Information as well as the information you provide to setup your Account is subject to our Privacy Policy.

5.4 The only registration information in your Account that can be viewed by other users is:

(a) in the case of a Dezzo, your User Name (email address), name and surname photograph and biography; and

(b) in the case of a Boss, your User Name (email address), name and surname mobile number, email address, city, state and biography are displayed alongside their SPAUTO Listing.

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

(a) maintaining control over, and the confidentiality of, your Account 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 SPAUTO App;

(c) notifying us by email at security@spauto.com.au of any unauthorised access to, or use of, your Account, User Name or Password; and

(d) for all activities or transactions that occur using your Account, User Name or Password. The owner of the Account is solely responsible for the activity conducted on the Account. We are not liable for any Loss or damage arising out of, or in connection with, any unauthorised access or use of, your Account, User Name and Password.

5.6 We have the right to suspend or terminate any Account or your access or use of all or any part of the SPAUTO App, 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 SPAUTO App, you must:

(a) open an Account with us via the SPAUTO App;

(b) provide us with all necessary co- operation and information to facilitate and provide the SPAUTO App including (but not limited to) proof of identity;

(d) obtain and maintain all equipment, hardware and software required by you to use and/or access the SPAUTO App;

(e) comply with all of our reasonable directions, policies and guidelines as advised from time to time (including the SPAUTO Listing Policy); and

(f) carry out all of your responsibilities set out in this agreement in a timely and efficient manner.

7. Boss obligations

7.1 At the time a Boss creates an Account with us, the Boss must also create a SPAUTO Listing, which will include:

(a) the location of the SPAUTO and a description of the SPAUTO (for example, whether the SPAUTO is a driveway, vacant plot of land, garage or front lawn), the size of the SPAUTO and any feature of the SPAUTO (such as CCTV, covered parking and EV charging);

(b) the times and dates your SPAUTO is available to be hired by a Dezzo;

(d) the Hire Fee to hire the SPAUTO;

(e) sharing your bank details with our Third Party Payment Processors for the purpose of processing payments made to you for leasing your SPAUTO to Dezzos; and

(f) any other information that we may require to verify your identity, and the accuracy and validity of any SPAUTO Listings displayed or published on, or via, the SPAUTO App.

7.2 At any time you may:

(a) edit, update or change your Account;

(b) update, change or add SPAUTO Listings published or displayed by you on, or via, the SPAUTO App; and

(c) delete a SPAUTO Listing, provided there are no Bookings. Once a Booking has been confirmed, the Boss must provide the SPAUTO to the Dezzo in accordance with the Booking. Only after there are no more Bookings can the Boss delete a SPAUTO Listing.

7.3 SPAUTO App will not be liable to you, or any third party in connection with, arising out of, any failure to update or change your Account and/or SPAUTO Listings published or displayed by you on, or via, the SPAUTO App following your request.

7.4 If you publish, post, submit or display SPAUTO Listings on, or via, the SPAUTO App, you warrant and guarantee that:

(a) you hold all necessary rights, licences, permits and/or consents to lease the SPAUTO to Dezzos and that you will hold at all times during the agreement, adequate insurance to cover all risks concerning your SPAUTO and any other appropriate insurance that a reasonable person leasing their SPAUTO would hold;

(b) you will make the SPAUTO available for Dezzos to access and use for the duration of the Hire Period (except where the Dezzo has breached this agreement);

(c) any SPAUTOS made available by you will be suitable for the parking of motor vehicles, caravans, trucks, trailers, boats, scooters, bicycles, motorbikes and non-vehicle items (such as shipping containers)as accurately described in the SPAUTO Listing;

(d) that the supply of the SPAUTO by you will comply with all Relevant Laws (such as road safety and traffic laws), and you will not provide or lease SPAUTOS that do not belong to you, are illegal or unsafe for Dezzos to use or park their vehicles on; and

(e) all information, features or photographs you display, publish and upload to the SPAUTO Listing is true, complete and accurate. You will immediately update your SPAUTO Listing if any details or information you submit or upload to the SPAUTO App is inaccurate, incomplete or out of date.

7.5 You (as a Boss) acknowledge and agree that we have no custody or control over your SPAUTO, the Dezzo or the use of the SPAUTO by the Dezzo during the Hire Period and that we are not liable for any Loss, theft, damage or destruction of

the SPAUTO by a Dezzo, any invitee or third party.

7.6 During the Term, you (as a Boss) will not (directly or indirectly) enter into any contract, with any Dezzo outside of the SPAUTO App for the purpose of hiring a SPAUTO to a Dezzo. If you breach clause

7.6 you will pay us a fee, by way of liquidated damages, equal to 100% of the applicable Service Fee for each transaction that occurred outside of the SPAUTO App.

8. Dezzo obligations

8.1 At the time a Dezzo creates an Account with us, you must provide us with your registration information and Personal Information, such as name, phone number, email address, password and any other information necessary in order to create an Account on the SPAUTO App.

8.2 Before hiring a SPAUTO from a Boss on, or via, the SPAUTO App, you (as a Dezzo) should carefully review the SPAUTO Listing.

8.3 When a Dezzo makes a Booking, we will share with:

(a) a Dezzo the name, contact details and biographical information (if any) of the Boss the SPAUTO Listing belongs to, the size and location of the SPAUTO and any features of the SPAUTO listed by the Boss; and

(b) the Boss that has leased the SPAUTO to the Dezzo, your name.

8.4 You (as a Dezzo) understand and acknowledge that:

(a) the Hire Period is determined by the geographical location of the SPAUTO, this ensures all booking times are accurately aligned with local time, avoiding any confusion regarding the Hire Period start and end time; and

(b) payment must be made for the Booking in accordance with clause 9; and

(c) you must immediately vacate the SPAUTO at the end of the Hire Period, unless you extend the duration of the Hire Period through the SPAUTO App. If you do not vacate the SPAUTO at the end of the Hire Period, we will, charge you, and you will pay, by way of liquidated damages, a fee equal to 100% of the Hire Fee for each hour (or part thereof) you overstay of the Hire Period and until you vacate the SPAUTO (Overstay Fee).

8.5 You (as a Dezzo) will, at all times during the Hire Period:

(a) ensure that the SPAUTO is only used for its intended purpose or for any other purpose described in the SPAUTO Listing (if any);

(b) satisfy yourself as to the suitability, condition and fitness of the SPAUTO, without relying on our or the Bosses’ skills or judgment We are entitled to assume that the SPAUTO was in good working order and condition for the duration of the Hire Period;

(c) not use the SPAUTO for any unlawful or dangerous purpose and you must take personal responsibility for your: (i) vehicle (including any personal belongings in your vehicle); and (ii) health and safety, when using the SPAUTO; and

(d) take such precautions and safety measures as may be necessary to safely use the SPAUTO during the Hire Period.

8.6 Without limiting the Dezzo’s obligations in the forgoing clauses, you (as a Dezzo) will be responsible for any Loss caused by or to the SPAUTO during the Hire Period, or any Loss, damage or deterioration which has been caused by any act or omission of the Dezzo or third parties (whether negligent, deliberate or otherwise) during the Hire Period. The Dezzo will remain responsible at all times

for any act or omission of a third party while in control of the SPAUTO.

8.7 In the event that the SPAUTO is damaged, destroyed or becomes unsafe to use during the Hire Period:

(a) the Dezzo must immediately stop using the SPAUTO and must promptly remove your vehicle from the SPAUTO and notify and provide the Boss with full details of such damage; and

(b) the Dezzo must take all steps necessary to prevent further Loss to the SPAUTO.

8.8 The Dezzo is liable to us for, and must indemnify us and the Boss for:

(a) any costs or expenses arising from or in connection with the Loss or destruction of the SPAUTO; and

(b) any lost revenue to the Boss arising from or in connection with the Loss or destruction of the SPAUTO,

caused by the Dezzo, any person authorised by the Dezzo to use the SPAUTO or any invitee of the Dezzo.

8.9 If the Dezzo arrives at the SPAUTO after the Hire Period has commenced:

(a) the Dezzo will not be entitled to a pro rata refund of the Hire Fee; and

(b) the Hire Period will not be extended by a period equal to the difference between when the Dezzo arrived at the SPAUTO and when the Hire Period was scheduled to commence. If the Dezzo wants to rent the SPAUTO after the Hire Period has expired, the Dezzo must, subject to availability, create a new Booking and pay the Hire Fee in relation to the new Booking..

8.10 You (as a Dezzo) acknowledge and agree that, to the maximum extent permitted by Relevant Laws:

(a) we make no representations, warranties or guarantees in relation to: (i) the availability, continuity, reliability, completeness, accuracy, currency or security of any SPAUTO Listing or SPAUTOS made available to you on, or via, the SPAUTO App, and you acknowledge that the SPAUTOS are provided to you by Bosses on an ‘as is' basis; (ii) the standard, quality or fitness for purpose of any SPAUTOS supplied by a Boss; (iii) the reliability, expertise, legitimacy, repute, or credibility of any Boss; or (iv) a Boss’ ability or willingness to supply or hire the SPAUTO to you;

(b) it is your responsibility to determine that the SPAUTO (or any other ancillary products or services made available to you in conjunction with the SPAUTO) meets your specific needs and/or are suitable for the purposes for which they are used; and

(c) you are solely responsible for any: (i) Loss to your vehicle (including any personal property stored in the vehicle); and (ii) personal injury or death, arising out of, or in connection with your use and occupation of the SPAUTO.

8.11 During the Term, you (as a Dezzo) will not (directly or indirectly) enter into any contract, with any Boss outside of the SPAUTO App for the purpose of hiring the SPAUTO from the Boss.

9. Making a Booking

9.1 At any time Dezzo’s can make Instant Bookings, Same Day Bookings and Advance Bookings on, or via, the SPAUTO App.

9.2 If Dezzo makes an Instant Booking you (as a Dezzo) will be immediately charged the Hire Fee to rent the SPAUTO and the Booking will be automatically accepted by a Boss (provided the SPAUTO is available at the time you make an Instant Booking).

9.3 If Dezzo makes a Same Day Booking, the Boss must accept or reject the Booking

within 2 hours of receiving the Booking Request or if the Booking is not rejected by the Boss within 30 minutes before the scheduled Hire Period, the Booking will be automatically accepted as an Instant Booking. If the Boss accepts the Dezzo’s Booking within 2 hours or the Same Day Booking converts to an Instant Booking, you (as a Dezzo) will be immediately charged the Hire Fee to rent the SPAUTO.

9.4 If Dezzo makes an Advance Booking, the Boss must accept or reject the Booking within 24 hours of receiving the Booking Request. If the Booking is not accepted or rejected by the Boss within 24 hours of receiving the Booking Request, the Booking will automatically be rejected by the Boss. If the Boss accepts the Dezzo’s Booking within 24 hours of the Booking Request and the scheduled Hire Period is:

(a) more than 48 hours from the time of Booking, we will deduct the Hire Fee from your bank account so that you can reserve the SPAUTO and we will hold the Hire Fee it on trust until 48 hours before the scheduled Hire Period, at which time you will be charged the Hire Fee; or

(b) between the same day or 48 hours from the time of Booking, we will charge you the Hire Fee for the SPAUTO.

10. Cancellation policy

10.1 As an independent contractor, you (as a Boss) are able to choose whether to make your SPAUTO available to lease to Dezzos, or to cancel a scheduled Booking at any time. However, if you (as a Boss) cancel a Booking less than 24 hours before the scheduled booking time, you will pay us, by way of liquidated damages, a cancellation fee equal to 100% of the Service Fee for the cancelled Booking (Boss Cancellation Fee). The Boss Cancellation Fee, will, at our absolute discretion, be payable to us within five days of the date of cancellation of the Booking or offset against future Hire Fees payable to you under this agreement.

10.2 No Boss Cancellation Fee will be payable to us under clause10.1 in the following circumstances:

(a) Force Majeure Event; or

(b) significant unforeseen damage has occurred to the SPAUTO making it unsafe to be used by Dezzos.

10.3 You (as a Dezzo) may cancel a Booking at any time. However, if you cancel a Booking:

(a) at least 48 hours before the Hire Period is scheduled to commence, the Hire Fee will be refunded to you; or

(b) 24-48 hours before the Hire Period is scheduled to commence, you will pay, by way of liquidation damages, a cancellation fee equal to 50% of the Hire Fee to the Boss (plus the Service Fee and Third Party Payment Processor fees or charges which will be payable to us); or

(c) within 24 hours before the Hire Period is scheduled to commence, you will pay, by way of liquidation damages, a cancellation fee equal to 100% of the Hire Fee to the Boss (less the Service Fee and Third Party Payment Processor fees and charges which will be payable to us).

10.4 To cancel a Booking:

(a) the Dezzo must use the ‘Cancellation Booking’ function in the SPAUTO App; and

(b) A Boss must use the ‘Upcoming Booking’ function in the SPAUTO App,

except a Boss or Dezzo cannot cancel a Booking once the Hire Period has commenced (unless otherwise permitted under this agreement).

10.5 If a Booking is cancelled by either the Dezzo or Boss (as the case may be), we are not liable to you or anyone else

arising out of, or in connection with, such a cancellation of the Booking.

11. Restrictions

11.1 You must not:

(a) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the SPAUTO App available to any third party;

(b) violate the Our IP or the Intellectual Property Rights of a third party;

(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 SPAUTO App;

(d) modify, alter, adapt, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the SPAUTO App or your Account;

(e) access all or any part of the SPAUTO App in order to build a product, service or code which competes with the SPAUTO App; and

(f) data mine the SPAUTO App, conduct penetration testing of the SPAUTO App nor access, store, distribute or transmit any viruses, worms, trojans or any other malicious code, or any material when using the SPAUTO App 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 that corrupts, damages, degrades or disrupts the operation of the SPAUTO App.

11.2 We reserve the right to limit your use of the SPAUTO App and any other ancillary products or services made available to you on, or via, the SPAUTO App, 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 SPAUTO App.

12. Our obligations

12.1 We shall use reasonable endeavours to provide you with access and use of the SPAUTO App.

12.2 The undertaking in clause 12.1 shall not apply in the event of:

(a) any non-conformance which is caused, or contributed, by use of the SPAUTO App contrary to our instructions or the terms of this agreement;

(b) modification or alteration of the SPAUTO App by any party other than us or our duly authorised Personnel;

(c) the unsuitability or malfunction of the SPAUTO App when used in conjunction with any software, platforms, applications and tools supplied by a third-party provider; and

(d) Force Majeure Events.

12.3 In the event that we fail to provide you with access and use of the SPAUTO App in accordance with clause 12.1, 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 12.1.

13. Hire Fees and Service Fees

13.1 We do not charge you a fee to access the SPAUTO App or to create an Account, and we do not charge a Boss a fee to publish, submit or display a SPAUTO Listing on the SPAUTO App.

13.2 When a Dezzo hires a SPAUTO made available by a Boss on, or via, the SPAUTO App, we will charge the Dezzo (as the Boss’ payment collection agent) the full price to hire the SPAUTO for the Hire Period as displayed on the SPAUTO

App (inclusive of the Service Fee and Third Party Payment Processor fees and charges) (collectively, the Hire Fee).

13.3 The Boss is required to pay us (as the Boss’ payment collection agent) a service fee equal to 3% of the total value of the Hire Fee (Service Fee) (plus Third Party Payment Processor fees and charges) during the weekly payout run. a Dezzo hires a SPAUTO from a Boss on, or via, the SPAUTO App.

13.4 We will only remit the Hire Fee (less the Service Fee and Third Party Payment Processor fees and charges) for each completed Hire Period to the Boss from 6:00pm (EAST) each Friday, subject to clause 13.7(c).

13.5 The Hire Fee, Service Fee and Third Party Payment Processor fees and charges) displayed on the SPAUTO App are current at the time of issue. The Hire Fee and availability of SPAUTOS and any other ancillary products or services made available to you (as a Boss and/or Dezzo) on, or via, the SPAUTO App, are subject to change effective immediately on posting to the SPAUTO App. You agree to pay the price current at the time of payment.

13.6 Any fees and charges displayed on third party websites which are linked to the SPAUTO App may not be correct and we are not bound by them.

13.7 We are under no obligation to pay the Boss the Hire Fee (less the Service Fee and Third Party Payment Processor fees and charges)) if:

(a) the Dezzo does not pay us for the SPAUTO supplied by the Boss for whatever reason;

(b) the Boss fails to provide the SPAUTO to the Dezzo for the entire Hire Period (except where the Dezzo breaches this agreement); or

(c) we receive a complaint from a Dezzo during the Hire Period or within 48hrs days after the end of the Hire Period, that: (i) the SPAUTO provided by the Boss was not provided or supplied to a reasonable satisfaction; or (ii) the SPAUTO did not fit the description as displayed on the SPAUTO Listing; or

(iii) the SPAUTO was not made available to the Dezzo during the scheduled Hire Period.

13.8 A Dezzo will not be entitled to a refund of the Hire Fee in the event the Dezzo changes their mind. We may, at our absolute discretion, with or without notice, remove SPAUTO Listings from the SPAUTO App.

13.9 You (as a Boss and/or Dezzo) must lodge a complaint either during the Hire Period or within 48 hours after the Hire Period ends (Complaint Period). All complaints lodged outside of the Complaint Period will not be considered by us. In the event of a dispute between a Dezzo and Boss, you acknowledge and accept that we may hold the Hire Fee for the earlier of:

(a) a maximum period of 30 days from the date the Booking was made; or

(b) the date the dispute or complaint is resolved between the Boss and Dezzo.

13.10 We reserve the right to vary the Service Fee and Third Party Payment Processor fees and charges by providing you with no less than 21 days written notice of these changes. If you do not agree to these changes, you may terminate this agreement no later than [21 days after you have received written notice of the new fees. If we do not receive your written termination notice within 21 days, you will have deemed to have accepted the new fees.

14. Payment

14.1 All fees shown on the SPAUTO App are displayed in Australian Dollars (AUD) and the Hire Fees, Services Fees and Third Party Payment Processor fees and charges are inclusive of GST.

14.2 To the maximum extent permitted by Relevant Laws and unless otherwise stipulated in this agreement, you agree

that all Hire Fees, Service Fees and Third Party Payment Processor fees and charges (and any other amounts owing to us under the agreement) are non- refundable. For example, if the Dezzo does not attend or use the SPAUTO during the Hire Period or arrives late to the SPAUTO, the Hire Fee and Service Fee is non-refundable.

14.3 You (as a Boss and/or Dezzo) must pay all amounts owing to us under the agreement by debit card or credit card (Visa or Mastercard). We use a Third Party Payment Processor, Stripe, to process payments made to us. By making payment of the Hire Fees, Service Fees or any other amounts owing to us under the agreement, you agree to provide us with accurate and complete billing information, and you authorise our Third Party Payment Processor to use this information for the purpose of processing your payment.

14.4 We may, at our absolute discretion and without notice to you, change the payment methods that can be used to access and use the SPAUTO App at any time.

15. SPAUTO Listing Policy

15.1 By advertising, uploading, transmitting, posting or publishing SPAUTOS for hire on, or via, your Account on the SPAUTO App (SPAUTO Listing), you (as a Boss) warrant that at all times:

(a) you hold all necessary rights, licences and consents to lease the SPAUTO to Dezzo’s on, or via, the SPAUTO App;

(b) nothing in your SPAUTO Listings will cause you or us (or anyone else) to breach any Relevant Laws (including road safety and traffic laws);

(c) nothing in the SPAUTO Listing would bring us or the SPAUTO App, into disrepute or adversely affect our reputation and goodwill (or th reputation or goodwill of the SPAUTO App)

(d) the SPAUTO Listing does not infringe the Intellectual Property Rights, property rights or other rights of any person; and

(e) the SPAUTO Listings are accurate and up to date.

15.2 You (as a Boss) acknowledge and agree we are reliant on you for direction as to the extent we are entitled to use, publish, transmit, market, promote, advertise or display SPAUTO Listings or offer to make SPAUTOS available to Dezzos for hire on, or, via the SPAUTO App.

15.3 You (as a Boss) must not publish, post, transmit or upload SPAUTO Listings on, or via, the SPAUTO App that:

(a) are knowingly inaccurate, misleading or deceptive or fraudulent (including, but not limited to, as a result of you having impersonated another person or misrepresented your identity); and

(b) constitute or comprise of any other material whatsoever which contravenes this agreement.

15.4 We are not responsible for monitoring or censoring SPAUTO Listings; however, we may, at our absolute discretion, monitor, censure, remove, modify, suspend or refuse to publish or alter any SPAUTO Listings (with or without notice to you) if:

(a) we consider that such SPAUTO Listings do not comply with this clause 15 (SPAUTO Listing Policy), any other term of this agreement or any of our policies or guidelines published by us from time to time; or

(b) we receive a complaint from a Dezzo, another Boss or third party that you are infringing their Intellectual Property Rights, property rights or other rights. We, may investigate any complaint within a reasonable period of time, and we may at our discretion let you know the outcome of its investigation.

15.5 You may make a complaint that the SPAUTO Listing published by a Boss contravenes the SPAUTO Listings Policy by contacting us by info@spauto.com.au or by using the in-app Help Centre feedback form. We shall use reasonable endeavours to investigate the complaint and remove any SPAUTO Listing that has been published in contravention of the SPAUTO Listing Policy within a reasonable period of time.

16. Intellectual Property Rights

16.1 You acknowledge that, notwithstanding anything else, we and/or our licensors own all Intellectual Property Rights in the SPAUTO App, including any information, Content or technology that may be provided to, or accessed by you in connection with your use of the SPAUTO App (and anything arising or generated therefrom) (collectively, the Our IP). Accessing and using the SPAUTO App does not give you (or anyone else) ownership of, or any right, title or interest in any of the Our IP, all of which is, and will remain, owned by us or our licensors.

16.2 All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the SPAUTO App will automatically vest in, and are assigned to, us.

16.3 By creating an Account, and/or publishing, uploading or submitting SPAUTO Listings on, or via, the SPAUTO App, you grant us for the Term, a royalty- free, non-exclusive, sub-licensable, transferable and worldwide licence to:

(a) use your SPAUTO Listing and your Account (including registration information and Personal Information) for the purpose of providing you with access to, and use of the SPAUTO App and any ancillary products or services made available on, or via, the SPAUTO App or for marketing purposes; and

(b) market and promote the hire of the SPAUTOS on, or via, the SPAUTO App (and any other ancillary products and services made available through the SPAUTO App).

17. Warranties

17.1 To the maximum extent permitted by Relevant Laws, we exclude 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 SPAUTO App.

17.2 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.

17.3 You acknowledge and agree that, to the extent permitted by Relevant Laws, we make no representations, warranties or guarantees in relation to the availability, continuity, reliability, accuracy, currency or security of the SPAUTO App, the SPAUTOS or any other ancillary products or services made available to you on, or via, the SPAUTO App. You acknowledge that the SPAUTOS or any other ancillary products or services made available to you on, or via, the SPAUTO App are provided ‘as is’ and we will not be liable if the SPAUTO App, the SPAUTOS or any other ancillary products or services made available to you on, or via, the SPAUTO App, 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 our third-party service providers, Bosses or Dezzos);

(c) maintenance (scheduled or unscheduled) carried out by us or any third-party service provider, including in respect of any of the systems or network used in connection with the provision of the SPAUTO App;

(d) products or services provided by third parties (including internet service providers and Bosses) ceasing or becoming unavailable; or

(e) a Force Majeure Event.

17.4 You warrant, acknowledge and agree that:

(a) your use of the SPAUTO App has not been made on the basis of any representations made by us regarding current or future features or functionality of the SPAUTO App;

(b) 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; and

(i) as a Boss 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 SPAUTO App; or (ii) as a Dezzo, that the SPAUTO will be available to you when you wish to hire the SPAUTO, that that SPAUTO will be available for the duration of the Hire Period or that your vehicle is safe and secure when parked or occupying in the SPAUTO.

17.5 We shall use reasonable endeavours to make the SPAUTO App available 24 hours a day, seven days a week, except for:

(a) planned maintenance carried out at times advised in advance by us; and

(b) unscheduled maintenance which may need to be performed from time to time, we will, where practicable, use reasonable endeavours to conduct any unscheduled maintenance outside of Business Hours.

17.6 In the event of the Loss of your Account (or any part thereof), your sole and exclusive remedy shall be for us to use reasonable endeavours to restore the Account, that is lost or damaged, from the latest back-up of Account maintained by us in accordance with our standard archiving and backup procedures.

18. Limitation of Liability

18.1 To the fullest extent permitted by Relevant Laws, we will not be liable to you (as a Boss and/or Dezzo) or any third party for Consequential Loss arising out of, relating to, or connected to, the provision or use of SPAUTOS, your access to, or use of, the SPAUTO App (or any other ancillary products or services made available to you on, or via, the SPAUTO App) and this agreement, regardless of the cause of action on which they are based, even if advised of the possibility of such damage occurring.

18.2 Under no circumstances will our aggregate liability, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed:

(a) in the case of a Boss, the Service Fee paid by the Boss to us; and

(b) in the case of a Dezzo, the Hire Fees paid to us,

in the preceding one month of the date of the Claim.

18.3 You agree to defend, indemnify and hold us, 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, your Personnel, your Affiliates, your invitees or any third party of the SPAUTOS and the SPAUTO App;

(b) a breach by you, your Personnel or your Affiliates of any Relevant Laws or our or any third party’s Intellectual Property Rights;

(d) any breach by you, your Personnel or your Affiliates of this agreement.

19. Privacy

19.1 All Personal Information you provide to open an Account and any SPAUTO Listings you upload, generate, share, or publish on, or via, the SPAUTO App, is subject to our Privacy Policy, which is incorporated into this agreement..

19.2 You warrant that, in relation to any Personal Information comprising your Account and SPAUTO Listings or any other information disclosed to us on, or via, the SPAUTO App:

(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 SPAUTO App; and

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

20. Termination

20.1 During the Term you may terminate this agreement at any time by accessing the ‘delete account’ function within the SPAUTO App or you can contact us by email (at accounts@spauto.com.au or info@spauto.com.au) requesting that we cancel your Account. If you (as a Boss) terminate the agreement in accordance with this clause 20.1:

(a) you must complete all Hire Periods active at the time of termination; and

(b) any advance Bookings will automatically be cancelled in accordance with clause 10.

20.2 We may terminate this agreement or discontinue any function or feature of the SPAUTO App any time. If we terminate the agreement in accordance with this clause 20.2, our sole and exclusive liability to you will be to:

(a) in the case of a Boss, pay you the Hire Fee (less Service Fee and Third Party Payment Processor fees charges) for all Bookings that are completed between the last payment cycle and the date of termination; or

(b) in the case of a Dezzo, refund you any Hire Fees paid by you to us for any scheduled Bookings unused at the date of termination.

20.3 You agree that we 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 SPAUTO Listings;

(b) the SPAUTO App and/or Site; and/or

20.4 Cause for such suspension or termination under clause 20.3 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 SPAUTO Listing Policy) and any other agreements entered into between the parties;

(b) serious or repeated breaches or violations of our or another person’s

Intellectual Property Rights or privacy rights;

(c) if you are a Boss, you: (i) systematically or persistently cancel Bookings; (ii) refuse to make your SPAUTO available to a Dezzo who has booked the SPAUTO for reasons that would contravene anti- discrimination and equality opportunity laws; (iii) have listed, displayed or leased a SPAUTO that you have no right or authority to lease to Dezzos; or (iv) lease a SPAUTO to Dezzos in breach of road safety and traffic laws or any other Relevant Laws;

(d) if you are a Dezzo; you: (i) cause damage to the SPAUTO (or any property of the Boss or third party); or (ii) refuse to remove your vehicle at the end of a Hire Period;

(e) your activities, conduct or transactions on, or, via, the SPAUTO App, brings, or has the capacity to bring, us into disrepute;

(f) requests by law enforcement or other government agencies.

20.5 If we terminate the agreement in accordance with clauses 20.3 and 20.4, you acknowledge and agree that you are not entitled to a refund of the Hire Fees (in the case of a Dezzo) or the Service Fees (in the case of a Boss).

20.6 You agree that all such suspensions or terminations shall be made at our absolute discretion and that we will not be liable to you or any third party for any such suspension or termination.

21. Effect of termination

21.1 If this agreement is terminated for any reason (except where a Dezzo is in breach of this agreement), you (as a Boss) are required to make your SPAUTO(s) available to a Dezzo for any Hire Periods that commenced and are still not complete prior to the date of termination.

21.2 Provided you (as a Boss) comply with your obligations under clause 21.1, we shall pay you all Hire Fees (less Service Fees) received by us but not paid to you as at the date of termination.

21.3 On termination of this agreement for any reason:

(a) all licences and rights of access granted to you (as a Boss and/or Dezzo) under this agreement will immediately terminate; and

(b) we will disable your Account and your SPAUTO Listing and Account will no longer be accessible by you through the SPAUTO App. All information that is no longer needed will be securely destroyed or de- identified; however, we will be required to retain Personal Information (including basic registration information) in accordance with documentation retention and destruction laws.

22. Third party websites

22.1 The SPAUTO App or any SPAUTO Listings 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 SPAUTO App. These websites are not under our control and are not maintained by us. We are not responsible for the content of those 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.

22.2 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).

22.3 Your linking to or from these sites, or use

of, or reliance on, such 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

23. Dispute Resolution

The parties may, before resorting to court proceedings (except interlocutory or interim relief), refer any dispute between the parties (except a dispute between a Boss and Dezzo) 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.

24. Force Majeure Event

We will have no liability to you 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 our 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 Bossing or data centre providers or other suppliers or sub-contractors, shortage of suppliers, equipment and materials (collectively, a Force Majeure Event).

25. Updates

25.1 Without notice to you, we may, at our absolute discretion, from time to time:

(a) change, add or delete the functions, features, performance, or other characteristics of the SPAUTO App; or

(b) apply or install updates to, or new versions of, the SPAUTO App.

25.2 You acknowledge that the Content, Accounts and SPAUTO Listings on the SPAUTO App are subject to change at any time and may be out of date at any given time. We are under no obligation to:

(a) update, correct or fix any Content, Accounts, SPAUTO Listings or errors in the SPAUTO App; and/or

(b) notify you of any changes to the Content, Accounts, SPAUTO Listings or the SPAUTO App, unless required by a Relevant Law to do so.

26. Notice

26.1 By accessing and using the SPAUTO App, 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 SPAUTO App.

26.2 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.

26.3 Notice will be deemed received and properly served immediately when posted on the SPAUTO App 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.

27. Support Services

27.1 We may, at our absolute discretion, provide you with user support services during Business Hours in accordance with our standard support services and maintenance policy (as amended from time to time).

27.2 If you require user support services or you are having difficulties accessing and using the SPAUTO App, you may contact us by email at info@spauto.com.au or by using the in-app Help Centre feedback form.

28. General

28.1 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.

28.2 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 illegal, the other provisions shall remain in force.

28.3 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.

28.4 We 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 18.3).

28.5 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.

28.6 You may not assign, transfer or deal in any other manner with all or any of your rights or obligations under this agreement without our prior written consent. To the extent permitted by Relevant Laws, we may, at our absolute discretion, assign, transfer or deal in any other manner with all or any of our rights or obligations under this agreement without your prior written consent.

28.7 Clauses 7.3, 7.6, 8.3(c), 8.8, 8.10, 8.11,

1013, 14, 16, 17, 18, 20, 21, 22, 23, 24,

26, 27, 28 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.

28.8 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.

28.9 The laws of the state of Queensland, Australia govern this agreement. You agree to submit to the exclusive jurisdiction of the courts of Queensland, Australia.

29. Definitions

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

(a) Advance Booking means a Booking made more than 24 hours before the scheduled Hire Period.

(b) AEST means Australian Eastern Standard Time.

(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) Booking means the booking or hiring of a SPAUTO by a Dezzo from a Boss through the SPAUTO App for hourly periods not exceeding five consecutive days, and where the context permits, is either an Instant Booking, Same Day Booking or Advance Booking

(e) Booking Request means a Booking request made by a Dezzo to hire a SPAUTO which must be manually accepted or rejected by the Boss on, or via, the SPAUTO App.

(f) Boss means a user of the SPAUTO App that advertises, makes available and provides SPAUTOS to a Dezzo for periods not exceeding five consecutive days on, or via, the SPAUTO App.

(g) Business Days means each day excluding Saturdays, Sundays and public holidays in Queensland, Australia.

(h) Business Hours means 9:00am to 5:00pm on Business Days.

(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 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, or loss of enjoyment; (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 property, or for any personal injury or death; or (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 not), layout, arrangement, graphical user interface, look and feel, databases, functionality and control features of the SPAUTO App.

(m) Dezzo means a user of the SPAUTO App who books and hires SPAUTOS from Bosses on, or via, the SPAUTO App.

(n) Force Majeure Event has the meaning in clause 24.

(o) GST has the meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(p) Hire Fee has the meaning in clause 13

(q) Hire Period means the period the SPAUTO is hired by a Dezzo as further described in the Booking (and all extensions of the Hire Period, but in all cases will not exceed five consecutive days).

(r) Instant Booking means a Booking made within 30 minutes of the Scheduled Hire Period.

(s) 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.

(t) 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.

(u) Our IP has the meaning in clause 16.1.

(v) Password has the meaning in clause 5.2.

(w) Personal Information has the same meaning that it has under Privacy Laws, namely information or 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.

(x) 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.

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

(z) Privacy Policy means our privacy policy available at www.spauto.com.auor any other internet site notified by us from time to time, which is incorporated into this agreement.

(aa) Registration Portal means the registration portal on the mobile application used by you to access, use and subscribe to the SPAUTO App.

(bb) 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.

(cc) Same Day Booking means a Booking made between 30 minutes and 24 hours before the scheduled Hire Period.

(dd) Service Fee has the meaning in clause 13.3.

(ee) Site means our website located at www.spauto.com.au and social media linked pages or any other internet site notified by us from time to time.

(ff) SPAUTO has the meaning in clause 2.2.

(gg) SPAUTO Listing has the meaning in clause 15.1.

(hh) SPAUTO Listing Policy has the meaning in clause 15.4(a).

(ii) SPAUTO App means the online parking marketplace (including all Intellectual Property Rights contained therein) owned and operated by us and made available to you via a mobile application.

(jj) Term has the meaning in clause 4.1. (kk) Third Party Payment Processor means Stripe and any other third- party payment processor permitted

by us from time to time.

(ll) User Name has the meaning in clause 5.2.

(mm) we, our or us has the meaning given in clause 1.1, and where the context permits, our Personnel and Affiliates.

(nn) you or your has the meaning in clause 1.1 and where the context permits

, is a Boss and/or Dezzo.