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TERMS FOR USE – INDIVIDUAL USERS AND THEIR AGENTS

MARCO POLO PLATFORMS

1. GENERAL

1.1 The terms of this document apply to the relationship between you and Marco Polo Aust Pty Ltd (ACN 73 785 398) (Marco Polo, we, us, our) in respect of your use of our website (Website) and any output from our Website (Portal).

1.2 In this document, we refer to the Website and Portal collectively as the Platforms.

1.3 To use our Platforms, you need to agree to the terms set out in this document (Terms), our Privacy Policy

and our Code of Conduct. These documents can be found on marcopoloportal.com.

1.4 If you do not understand any of these Terms, we recommend that you obtain legal advice before agreeing to these Terms.

1.5 If you do not agree with these Terms, please do not install, use or access the Platforms.

1.6 We can change or remove these Terms at any time without telling you in advance. If you continue accessing any of our Platforms, it means you agree to those changes.

2. LICENCE

2.1 Subject to these Terms, we grant you a non-exclusive, non-transferable, limited right to use the Platforms for your personal use.

2.2 The Platforms are licensed, not sold. You acknowledge that no title, ownership or rights in the Platforms are being transferred, assigned or sold to you.

2.3 You grant Marco Polo an irrevocable, perpetual, non-exclusive, transferable, worldwide right to use and distribute any content you post on the Platforms (User Content). For example, we can use, publish, copy, reformat, edit and distribute anything you post whilst using the Platforms.

3. CONDITIONS OF USE

3.1 Marco Polo provides the Platforms to you, so that you can:

(a) create and manage a user profile;

(b) search for available housing for yourself, or in your capacity as agent for an individual seeking housing (Agent);

(d) interact with Housing Providers, or registered users that are potential housemates (Housemates) to find suitable housing arrangements for yourself or for another individual if you are an Agent,

(collectively the Purpose).

3.2 You must use the Platforms in accordance with our Code of Conduct, in good faith, and only for the Purpose. This means, for example, you cannot use the Platforms to create a fake account, interact with other registered users for matters other than for the Purpose, and use the Platforms for any other reason.

3.3 You are solely responsible for the information that you post on the Platforms. We can refuse to post, or delete any information you upload for any reason, including if the content doesn’t follow these Terms.

3.4 By uploading content to the Platforms, you warrant you have rights to the content, or consent to upload the content if you are an Agent.

3.5 You must not make and distribute copies of the Platforms or try to change them, reverse engineer, decompile, disassemble, attempt to derive the source code of, commercially exploit, distribute, lease, license, sell, rent or otherwise transfer or assign the Platforms, or remove or change any notices, marks or labels.

4. AGENTS

4.1 If you are a registered user who is an Agent acting on behalf of an individual seeking housing (Tenant/Participant), you warrant that you have the Tenant/Participant’s consent to act on their behalf on the Platforms, including to:

(a) carry out any or all of the Purposes on the Tenant/Participant’s behalf;

(b) disclose their personal and other information on the Platforms; and

4.2 You also acknowledge that you are responsible for bringing these Terms to the attention of the Tenant/Participant, and ensuring they understand and agree to these Terms.

5. PAYMENT

Marco Polo provides the Platforms to you free of charge. However your mobile network provider may charge you fees for accessing your mobile’s network connection while using the Platforms. You are responsible for those charges.

6. ACCESS ACCOUNTS

6.1 To access the Platforms, you will need to create an Access Account, including a username and password. You may also be required to provide some personal information in setting up your account.

6.2 You are solely responsible for all acts and omissions that occur under your Access Account and must not give anyone else access to your account, other than your legal representative, parent, guardian or carer (if applicable).

6.3 You will fully cooperate with us to investigate any suspected unlawful, fraudulent or improper activity on our Platforms. This may include providing us access to your Access Account.

6.4 If you provide anyone else (other than the persons listed in clause 6.2 above) with access to your Access Account, this will be a breach of these Terms and may result in us removing your access to the Platforms.

6.5 Marco Polo accepts no responsibility or liability for any loss, injury or damage resulting from any transactions resulting from unauthorised access to your Access Account.

6.6 Marco Polo reserves the right to remove or modify your access to the Platforms at any time, without notice.

7. USER INTERACTIONS

7.1 You acknowledge that we provide you access to the Platforms solely as a means for you to carry out the Purposes.

7.2 You are solely responsible for your interactions with other registered users of the Platforms.

7.3 By allowing a registered user to make an offer of housing, or otherwise interact with you, we are not providing any recommendation, endorsement or statement of opinion regarding the suitability of the Housing Provider, its offer of housing, or the suitability of a Housemate for you or the Tenant/Participant you are acting on behalf of, if you are an Agent. You should make this assessment for yourself, or with the help of a representative, parent, guardian or carer (if required).

7.4 We are not responsible for any acts, omissions, transactions or outcomes resulting from your decisions or opinions formed in connection with your use of the Platforms.

8. THIRD PARTY WEBSITES

8.1 Registered users may post links to third party websites on the Platform. For example, a Housing Provider may post a link to its website to allow you to obtain further information about the housing being offered. By displaying these links on the Platforms, we do not make any representation regarding the websites including their content or safety. You access those websites at your own risk.

8.2 We accept no responsibility or liability in connection with your use of third party websites accessed via our Platforms. By linking to websites owned or operated by third parties, we are not authorising the reproduction of any material on such sites, as such material may be the subject of intellectual property rights of third parties.

9. DATA PROTECTION AND PRIVACY

9.1 Any personal information you provide to us when using the Platforms will be used and stored by us in accordance with our Privacy Policy.

9.2 You acknowledge that other registered users may view and/or use any personal information that you share on our Platforms, and agree that you upload personal information at your own risk.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 Marco Polo owns or has a licence to all intellectual property rights of any nature in the Platforms (other than those subsisting in content uploaded by a registered user).

10.2 Marco Polo reserves all rights, including without limitation, all Intellectual Property rights or other proprietary rights, in connection with the Platforms.

10.3 Registered users may upload content that contains their trademarks or logos to the Platforms. Marco Polo makes no proprietary claim to trademarks or logos of any registered use or third party.

10.4 “Intellectual Property” includes intellectual and industrial property rights throughout the world, whether subsisting now or in the future, including:

(a) rights of any kind in registered or registrable patents, works and any other subject matter in which copyright may, or may upon creation of the subject matter, subsist anywhere in the world;

(b) registered and unregistered trade marks and service marks, including goodwill in the business concerned in the relevant goods and/or services;

(d) internet domain names; and

(e) proprietary rights under the Circuit Layouts Act 1989 (Cth)

whether created or in existence before or after the date of these Terms, whether arising by operation of law, treaty, contract, license, or otherwise and includes anything, whether tangible or intangible, which incorporates, embodies or is based on any of the things referred to in this definition.

11. SYSTEM REQUIREMENTS

11.1 To use the Platforms, you need to have internet access, and access to the latest version of an internet browser.

11.2 The Platforms may be upgraded from time to time to add support for new functions and services.

11.3 For the Platforms to operate, you may be required to have and maintain an adequate internet connection. If you do not maintain such a connection, the Platforms may not operate properly or at all.

12. AVAILABILITY

12.1 We will use reasonable efforts to make the Platforms available, however, you acknowledge the Platforms are provided over the internet so the quality and availability of the Platforms may be affected by factors outside our control.

12.2 We do not accept responsibility if the Platforms are unavailable, or if you have difficulty accessing its content due to factors outside its control.

13. TERMINATION

13.1 These Terms apply until you close your Access Account, we terminate these Terms, or we terminate your use.

13.2 Upon termination:

(a) the rights and licenses granted to you herein shall terminate;

(b) you must close your Access Account (unless we terminate your use, in which case we will close your Access Account for you);

14. LIMITATION OF LIABILITY

14.1 We will not be liable to you or any individual that you represent for any indirect, incidental, consequential, special, punitive or other similar loss or damages arising out of or relating in any way to your use of the Platforms.

14.2 We are not responsible if installing or using our Platforms on your device or equipment causes any damage or alteration to that device or equipment.

14.3 You agree to indemnify and hold us, our related entities, licensors, affiliates, contractors, officers, directors, employees and agents harmless from all damages, losses and expenses arising directly or indirectly from anything you do, or do not do when using the Platforms.

15. DISCLAIMER OF WARRANTIES

15.1 The Platforms are provided "as is" and "as available" without any promises of any kind.

15.2 For example, we make no warranty about whether it is suitable for your purpose.

15.3 Our liability will not exceed the actual price (if any) paid by you for using the Platforms (except as required by law).

16. DISPUTE RESOLUTION

16.1 If a dispute arises between you and a registered user(s), you should attempt to resolve it with the other user(s) first.

16.2 If it cannot be resolved, you can escalate the dispute to Marco Polo by emailing us at solve@marcopoloportal.com.

16.3 We may, but are not obliged to, become involved with disputes between registered users.

16.4 If you have a dispute with any registered user, you release us (and our officers, directors, agents, employees and related entities) from claims, demands and damages of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

16.5 If you have a dispute with us, please contact Marco Polo by emailing us at solve@marcopoloportal.com.

17. SEVERABILITY

You and Marco Polo agree that if any portion of these Terms is found illegal or unenforceable, that part of the Terms will be ineffective. The rest of the Terms remain unaffected and will continue in full force and effect.

18. ASSIGNMENT

18.1 We may assign or delegate our rights and/or obligations under these Terms in whole or in part, to any person or entity at any time without your consent.

18.2 You may not assign or delegate any rights or obligations under these Terms without our prior written consent.

19. ENTIRE AGREEMENT

These Terms, the Privacy Policy, the Code of Conduct and any documents referred to in these Terms contains the complete agreement concerning you use of the Platforms. These Term displace any other prior understandings between us with respect to the Platforms.

20. NOTICES

20.1 We may contact you via the Platforms.

20.2 If you wish to contact us, please contact us in writing to the following address: Marco Polo Aust Pty Ltd, 665 Sherwood Rd, Sherwood, QLD, 4075, or send us an email to: solve@marcopoloportal.com.

21. GOVERNING LAW

These Terms are governed by the laws of the State of Queensland Australia, with the courts of the State of Queensland, Australia, having exclusive jurisdiction over any disputes arising in respect of this Agreement.

TERMS FOR USE – HOUSING PROVIDERS

MARCO POLO PLATFORMS

1. GENERAL

1.1 You acknowledge that your use of any website (Website) owned and controlled by Marco Polo Aust Pty Ltd (ACN 673 785 398) (Marco Polo, we, us, our) and any output of the Website (Portal) is an indication of your acceptance of these Terms, our Privacy Policy and our Code of Conduct. These documents can be found on www.marcopoloportal.com.

1.2 In these Terms, the Website and Portal are referred collectively as the Platforms.

1.3 We may in our sole discretion amend, vary or remove these Terms at any time without notice. Any subsequent use by you of the Platforms will indicate your acceptance of those variations.

2. LICENCE

2.1 Subject to these Terms, we hereby grant to you a non-exclusive, non-transferable, limited right and licence to use the Platforms for business use or professional use.

2.2 The Platforms are licensed, not sold. You hereby acknowledge that no title, ownership or rights in the Platforms are being transferred, assigned or sold to you.

2.3 You grant Marco Polo an irrevocable, perpetual, non-exclusive, transferable, worldwide licence to use, copy, publish, retain, publicly display, transmit, reformat, edit, translate, excerpt, adapt, create derivative works and distribute any content you post on the Platforms (User Content).

3. CONDITIONS OF USE

3.1 Marco Polo provides the Platforms solely for the purposes of enabling you to:

(a) create and manage a user profile;

(b) provide offers of housing to registered users that are:

(i) potential tenant(s) (Tenants/Participants) ; or

(ii) organisations or individuals who act on behalf of a potential tenant (Agents);

(c) communicate with Tenants/Participants or Agents in connection with any offers of housing made by you, as referred to in paragraph (b) above,

(collectively the Purpose).

3.2 You must use the Platforms in accordance with our Code of Conduct, in good faith, and not for anything other than the Purpose. For example, you must not make offers of housing to Tenants/Participants or Agents that are unavailable, create false profiles, falsely advertise or advertise anything other than housing options, spam or make unwarranted contact with Tenants/Participants or Agents.

3.3 You are solely responsible for the information that you post on the Platforms. Marco Polo may reject, refuse to post or delete any User Content for any reason including that the User Content violates these Terms.

3.4 By uploading content to the Platforms, you warrant you have rights to its content.

3.5 You must not make and distribute copies of the Platforms, attempt to copy, reproduce, alter, reverse engineer, decompile, attempt to derive the source code of, transfer, exchange or translate the Platforms, commercially exploit, distribute, lease, license, sell, rent or otherwise transfer or assign the Platforms or remove or modify any proprietary notices, marks or labels contained on or within the Platforms.

4. PAYMENT

4.1 Use of the Platforms are free of charge for a trial period which lasts for 14 days following the date you create an Access Account (Trial Period). Following the conclusion of your Trial Period, Marco Polo will charge you a monthly subscription fee to continue using the Platforms.

4.2 Details of the subscription fee will be provided to you by Marco Polo via the Platforms.

4.3 You acknowledge that you may be charged by your mobile network provider for access to network connection services while using the Platforms, and you accept responsibility for any such charges that arise.

5. ACCESS ACCOUNTS

5.1 You may be required to provide a username, password, organisational information and personal information (for your organisation’s contact person) to access the Platforms (Access Account). You are solely responsible for all acts and omissions that occur under your Access Account, by you and each of your representatives.

5.2 You will fully cooperate with us to investigate any suspected unlawful, fraudulent or improper activity on the Platforms. This may include providing us access to your Access Account.

5.3 Unauthorised use of your Access Account is a breach of these Terms and may result in your removal from the Platforms. If this occurs, Marco Polo will suspend future payments of your subscription fee. However no subscription fees paid until the date of removal are refundable. Marco Polo accepts no responsibility or liability for any loss, injury or damage resulting from any transactions resulting from unauthorised access to your Access Account.

5.4 Marco Polo reserves the right to refuse access to the Platforms, remove any registered user from the Platforms, or modify a registered user’s Access Account at any time, without notice.

6. USER INTERACTIONS

6.1 You acknowledge that the Platforms solely provide a means to carry out the Purposes.

6.2 You are solely responsible for your interactions with other registered users of the Platforms.

6.3 You acknowledge that Marco Polo does not provide any recommendation or statement of opinion in connection with the suitability of a potential Tenant/Participant and should not be relied upon as providing any recommendation or statement of opinion.

6.4 You acknowledge that Marco Polo does not provide any warranties or representations in relation to the basis or scope of an Agent’s authority to act on behalf of a potential tenant. You agree to make your own enquires before dealing with an Agent.

6.5 We do not accept any liability for any acts, omissions, transactions or outcomes resulting from your decisions or opinions formed in connection with your use of the Platforms, or your dealings with any registered users on the Platforms.

7. THIRD PARTY WEBSITES

7.1 The Platforms may contain links to third party websites. Links to third party websites have been provided by registered users and should not be construed as any endorsement by Marco Polo of those websites, including in relation to their content or safety. You access third party websites via our Platform at your own risk.

7.2 We accept no responsibility or liability in connection with your use of third party websites accessed via our Platforms. By linking to sites operated by third parties, we are not authorising the reproduction of any material on such sites, as such material may be the subject of intellectual property rights of third parties.

8. DATA PROTECTION AND PRIVACY

8.1 Any personal information you supply to Marco Polo when using the Platforms will be used and stored by Marco Polo in accordance with its Privacy Policy.

8.2 By sharing personal information on the Platforms, you acknowledge that it may be viewed and/or used by other users of the Platforms and you do so at your own risk.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Marco Polo is either the owner, or licensed user of all trademarks, copyright, database rights, the underlying software code and other intellectual property rights of any nature on the Platforms (other than those subsisting in User Content).

9.2 Marco Polo reserves all rights, including without limitation, all Intellectual Property rights or other proprietary rights, in connection with the Platforms.

9.3 The Platforms may contain trademarks or logos of registered users and are proprietary to those users. Marco Polo makes no proprietary claim to trademarks or logos of any registered user or other third party.

9.4 “Intellectual Property” includes intellectual and industrial property rights throughout the world, whether subsisting now or in the future, including:

(a) rights of any kind in registered or registrable patents, works and any other subject matter in which copyright may, or may upon creation of the subject matter, subsist anywhere in the world;

(b) registered and unregistered trade marks and service marks, including goodwill in the business concerned in the relevant goods and/or services;

(d) internet domain names; and

(e) proprietary rights under the Circuit Layouts Act 1989 (Cth)

10. SYSTEM REQUIREMENTS

10.1 To use the Platforms you are required to have internet access and access to the latest version of an internet browser.

10.2 The Platforms may be upgraded from time to time to add support for new functions and services.

10.3 For the Platforms to operate, you may be required to have and maintain an adequate internet connection. If you do not maintain such a connection, the Platforms may not operate properly.

11. AVAILABILITY

11.1 Marco Polo will use all reasonable efforts to make the Platforms available at all times, however, you acknowledge the Platforms are provided over the internet so the quality and availability of the Platforms may be affected by factors outside Marco Polo’s control.

11.2 Marco Polo does not accept any responsibility for any unavailability of the Platforms, or any difficulty accessing content due to factors outside our control.

12. TERMINATION

12.1 These Terms are effective until terminated by you, by us, or automatically upon your failure to comply with these Terms. Upon any termination:

12.2 Upon termination:

(a) the rights and licenses granted to you herein shall terminate;

(b) you must close your Access Account (unless we terminate your use, in which case we will close your Access Account for you);

12.3 In addition from the date of termination:

(a) any subscription fee already paid by you will not be refunded by us;

(b) we will cancel any future one-off or recurring payments of subscription fees associated with your Access Account.

13. LIMITATION OF LIABILITY

13.1 Marco Polo will not be liable to you for any indirect, incidental, consequential, special, punitive or other similar loss or damages, including but not limited to loss of revenues, lost profits, lost data or business interruption or other intangible losses, arising out of or relating in any way to the Platforms.

13.2 Marco Polo is not liable to you for any damage or alteration to your equipment resulting from the installation or use of the Platforms.

13.3 You agree to indemnify and hold us, our related entities, licensors, affiliates, contractors, officers, directors, employees and agents harmless from all damages, losses and expenses arising directly or indirectly from your acts and omissions to act in using the Platforms pursuant to these Terms.

14. DISCLAIMER OF WARRANTIES

14.1 The Platforms are provided "as is" and "as available" without warranty of any kind, express or implied, including without limitation the warranties of merchantability, fitness for a particular purpose, title, non-infringement, and those arising from course of dealing or usage of trade.

14.2 In no event will our liability for all damages (except as required by applicable law) exceed the actual price (if any) paid by you for use of the Platforms as applicable.

15. DISPUTE RESOLUTION

15.1 If a dispute arises between you and a registered user(s), you should attempt to resolve it with the other user(s) first. If it cannot be resolved, you can escalate the dispute to Marco Polo by emailing us at solve@marcopoloportal.com.

15.2 Marco Polo may, but is not obligated to become involved with disputes between registered users.

15.3 If you have a dispute with any registered user, you release us (and our officers, directors, agents, employees and related entities) from claims, demands and damages of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

15.4 If you have a dispute with us, please contact Marco Polo by emailing us at solve@marcopoloportal.com.

16. SEVERABILITY

You and Marco Polo agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the remaining provisions of the terms, which shall continue to be in full force and effect.

17. ASSIGNMENT

Marco Polo may assign or delegate its rights and/or obligations under these Terms in whole or in part, to any person or entity at any time without your consent. You may not assign or delegate any rights or obligations under these Terms without Marco Polo’s prior written consent.

18. ENTIRE AGREEMENT

These Terms, Privacy Policy, the Code of Conduct and any documents expressly incorporated by reference, contains the complete agreement concerning the licence between you and Marco Polo, and supersede all prior understandings between you and us with respect to the Platforms.

19. NOTICES

Marco Polo may notify users via the Platforms. All notices given by you or required from you under these Terms or the Privacy Policy shall be in writing and addressed to Marco Polo Aust Pty Ltd, at 665 Sherwood Rd, Sherwood, QLD, 4075, or by email to solve@marcopoloportal.com.

20. GOVERNING LAW

These Terms will be governed by the laws of the State of Queensland Australia, with the courts of the State of Queensland, Australia, having exclusive jurisdiction over any disputes arising in respect of this Agreement.