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

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 Trinity P3 Agency Register and 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 Subscription 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 Trintiy P3 does not guarantee, warrant or make any representation that you will obtain any new business opportunities, outcomes or success from the use of the Online Platform.

1.6. 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 Subscription Services as set out in Schedule 1 in accordance with the Terms and Conditions.

2.2. To receive the Subscription Services, you must comply with your obligations under the Terms and Conditions, including the obligation to pay the Subscription 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 Subscription 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) maintain appropriate security, back-up and virus-checking procedures in place for any computer facilities, information or materials which it uploads or downloads from the Online Platform;
• b) 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;
• c) not provide copies of any delivered Subscription Services to any third party without Trinity P3's prior written consent;
• d) maintain an accurate and current Business Contact, and to immediately notify Trinity P3 of any change to the Business Contact;
• e) indemnify Trinity P3 and keep Trinity P3 indemnified from all Loss, damage, costs and expenses arising from or in connection with you providing information which is false, untrue, misleading or inaccurate; and
• f) indemnify Trinty P3 and keep Trinity P3 indemnified from all Loss, damage, costs and expenses arising from or in connection with any virus or corruption introduced by you to the Online Platform.

3.3. You acknowledge and agree that:

• a) Trinity P3's performance under these Terms and Conditions depends on you carrying out your obligations as set out in these Terms and Conditions;
• b) Trinity P3 is not able to independently verify or confirm the accuracy of any information and documents provided by you and will not be liable for any loss of damage arising from any inaccuracy or other defect in any information or documents supplied by you;
• c) Trinity P3 is not responsible for any delay or other consequence that results from your failure to perform any of your responsibilities under these Terms and Conditions;
• d) 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, Subscription Services or Trinity P3's reliance on information it receives, or is given access to, by you;
• e) Trinity P3 can modify, replace, refuse access to, suspend or discontinue the Subscription Services, partially or entirely, or change and modify prices for all or part of the Subscription Services in its sole discretion;
• f) nothing in these Terms and Conditions prevent Trinity P3 from providing services of a similar nature to any other client; and
• g) if the provision of the Subscription 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.

4.1. To receive the Subscription Services, you are required to pay the Fees to Trinity P3 as set out in Schedule 2 or as directed by Trinity P3 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 Subscription Services until such time as you pay the Fees.

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

4.5. You acknowledge and accept that Trinity P3 may change the Fees at any time, at their sole discretion, and you agree to be bound by any changes to the Fees in order to receive the Subscription Services.

4.6. If, and to the extent, any supply of the Subscription Services under these Terms and Conditions is a taxable supply within the meaning of the GST Law, the 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 Subscription Services, the Online Platform or these Terms and Conditions, whether under the law of contract, tort, statute or otherwise and the Agency (and persons claiming through or under the Agency) 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 Subscription 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 Agency 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 Agency acknowledges and agrees that it has carried out its own enquiries and investigations regarding the possible benefits of the Subscription Services and the Online Platform (on which it solely relies), and acknowledges the Subscription Services are analytical data, and for informational purposes only, and that Trinity P3 does not make any warranties or representations as to the success or benefits that the Agency may receive from the provision of the Subscription 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 Agency, no other rights or interest whatsoever in the Trinity P3 Database are transferred or granted to the Agency.

6.2. The Agency 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. The Agency acknowledges and agrees that any information provided by Trinity P3 in the provision of the Subscription Services is for general informational purposes only and does not constitute legal, financial, professional, or any other type of advice.

7.2. Trinity P3 makes no representations or warranties about the accuracy, completeness, or suitability of the information provided. The Agency should not rely upon this information without first obtaining independent professional advice specific to your circumstances. The Agency disclaims all liability for any loss or damage arising from reliance upon this information.

8.1. 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 Subscription Services to you, to improve the quality of the Subscription Services, and to provide you with information about other services offered by Trinity P3. Trinity P3 agrees to keep such information strictly confidential.

8.2. 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 Subscription Services is governed by Trinity P3's Privacy Policy, in accordance with all applicable laws and regulations.

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

8.4. 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/

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

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

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

• (a) is authorised to be disclosed by way of the Agency 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 Agency from a third party who has the lawful power to disclose such information on a non-confidential basis;
• (e) is rightfully known to the Agency prior to the date of the disclosure; or
• (f) is required to be disclosed by law, provided that prior to disclosure, the Agency gives Trinity P3 prior written notice of the requirement to disclose and details the information that will be disclosed.

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

10.1. Content and information provided on and through the provision of the Subscription 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 Subscription Services, are the copyrighted and/or trademarked work of Trinity P3 and/or Trinity P3's affiliates and/or licensors.

10.2. The Agency acknowledges and agrees that Trinity P3, its affiliated parties, and/or licensors, and third party suppliers own the Intellectual Property Rights in the Subscription 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

10.3. 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 Agency in providing the Subscription Services.

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

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

10.6. The Agency 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.

10.7. To the full extent permitted by law, the Agency 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 Agency's moral rights.

10.8. The Agency 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.

11.1. The Agency 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 inaccuracy of any information or details provided by the Agency to Trinity P3;
• (b) the Agency's breach of these Terms and Conditions;
• (c) the Subscription Services including but not limited to the supply of the Subscription Services;
• (d) the Agency's breach of any other terms and conditions contemplated by these Terms and Conditions;
• (e) the Agency's breach of any of its warranties under these Terms and Conditions; and
• (f) the Agency's breach of any of its undertakings under these Terms and Conditions.

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

12.1. 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 Subscription Services.

12.2. 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 Subscription Services to you.

13.1. In the event of a dispute arising between you and Trinity P3 ("the parties") in connection with Trinity P3's Subscription 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.

13.2. 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.

13.3. 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.

13.4. 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.

13.5. 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.

13.6. 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.

13.7. 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.

13.8. 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.

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

13.10. 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.

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

14.1. Trinity P3 may terminate these Terms and Conditions or remove the Agency from the Trinity P3 Database at any time by providing written notice to the Agency.

14.2. The Agency may terminate these Terms and Conditions at any time by providing 30 days written notice to Trinity P3.

14.3. If either party terminates these Terms and Conditions for any reason, any Subscription Service which has been paid for will continue for the Subscription Term, and no refund will be made to the Agency under any circumstances.

14.4. The Agency may request that the Agency's information be removed from the Trinity P3 Database at any time by providing written notice to Trinity P3 and Trinity P3 agrees to remove the Agency's information within 14 days of receiving such notice.

15.1. 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.

15.2. 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.

15.3. 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.

15.4. 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.

15.5. 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 Register" means the database made available to the Agency on the Online Platform, containing information provided to Trinity P3 by marketing and advertising agencies, as part of the Subscription Services.

"Business Contact" means the individual nominated by the Agency to receive official communications and serve as the primary point of contact between the Agency and Trinity P3.

"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 Agency 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, Agency, 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 Subscription Services, Agency lists or prospective Agency lists, advice to Agencies or other documents provided to Agencies;
• (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 Subscription Services.

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

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

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

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

"Trinity P3's Liability Limit" means the total invoiced value of Trinity P3 Subscription Services purchased and paid for by the Agency 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 Agency for the Subscription Fees associated with the Subscription 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. AGENCY VALIDATION SERVICES

a) Validation

Trinity P3 agrees to validate the Agency within 30 days of receipt of payment of the applicable Fees.

Where applicable, Trinity P3 will apply preferential treatment in search results in accordance with the Subscription Tier selected and paid for by the Agency through the Online Platform, and subject to these Terms and Conditions.

b) New Business Development

Trinity P3 agrees to provide new business consulting in accordance with the Subscription Tier the elects and pays for through the Online Platform in accordance with these Terms and Conditions.

2. AGENCY REGISTER SERVICES

a) Inclusion and Access

Trinity P3 agrees to accept the Agency's details as provided for inclusion in the Trinity P3 Database, subject to the Agency complying with its obligations under these Terms and Conditions.

b) Service and Maintenance

• i. Trinity P3 will be responsible for servicing and maintaining the Trinity P3 Database and the Agency's access to the Trinity P3 Database provided during the term of these Terms and Conditions up the date of termination.
• ii. The Agency 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 or on public holidays in New South Wales.
• iii. Trinity P3 will use its best endeavours to ensure that the Agency 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.
• iv. If access is disrupted, the Agency must contact Trinity P3 as soon as possible to properly identify and resolve the disruption.
• v. The Agency agrees that Trinity P3 will not be liable for any disruption to the Agency'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 Agency and will not be liable for any loss or damage suffered or incurred as a result.

The total Agency Validation Fees (Validation Fees) calculated in accordance with the prices in this Schedule. Trinity P3 may by prior notice to the Agency change these prices time to time.

The Agency will be charged dependant on the subscription tier the Agency wishes to engage Trinity P3 to provide the Agency Validation Services.

All Validation Fees are payable in advance, as follows:

All Fees quoted above are exclusive of GST.