Subbi's Terms & Services Agreement

1. INTRODUCTION

1.1 The Subbi App and the Services made available through the mobile application are owned and controlled by SUBBI Pty Ltd (ACN 684 736 507) (Subbi, our, us or we).

1.2 By downloading, using, browsing or accessing the Subbi App and the Services, you acknowledge that you have read, understood and accept these Subbi App Beta Testing Terms and Conditions (agreement), together with our Privacy Policy, and agree to abide by them. If you do not accept this agreement, you must not access and use the Subbi App and the Services.

1.3 In this agreement, you and your means the individual who accesses or uses the Subbi App and the Services, and whose details are listed in the Account (and includes anyone acting on your behalf or with your express or implied authority).

2. SUBBI APP

2.1 The Subbi App is a mobile and website application that allows users to input their income and expenses into the Subbi App in order to create financial and accounting budgets and forecasts and income tax calculations, track and monitor savings and spending activities and create end of year financial and accounting reports (collectively, the Services).

2.2 The Subbi App is a mere online resource and tool for users who wish to organise, coordinate and track their financial, accounting and tax related information through the Subbi App (whether uploaded or submitted by you or someone else on your behalf). Our role in providing you with access and use of the Subbi App and the Services should be construed strictly in this context only.

2.3 During the Beta Testing Term, you may download, access and use the Subbi App and the Services free of charge. By downloading, accessing and using the Subbi App, we grant you a non-exclusive, non-transferable, personal, revocable and non-sublicensable licence to download, install, access and use the Subbi App and the Services for the Beta Testing Term.

2.4 You must only use the Subbi App and Services for personal and Beta Testing purposes. You will not acquire or be entitled to any rights other than those rights expressly set out in this agreement.

3. REGISTRATION AND ACCESS FOR BETA TESTING

3.1 To access and use the Subbi App and the Services during the Beta Testing Term, you must either:

(a) join the waitlist and wait to be invited by Subbi to access and use Subbi App and Services, in which case, we will send you a link to the Website to create a user profile (Account) on, or via, the Subbi App; or

(b) visit our Website to create an Account.

3.2 Your Account will be operated by your email address and password (Password). To setup an Account on the Subbi App, you will be required to provide accurate registration information and Personal Information (such as your email address, username, first name, last name, date of birth, health insurance details, HECS debt information, employment details and whether or not you are registered for GST). All Personal Information as well as the information you provide to setup your Account is subject to our Privacy Policy.

3.3 You are responsible for:

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

(b) notifying us in writing of any unauthorised access to, or use of, your Account, or Password; and

(c) all activities or transactions that occur using your 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, and Password.

3.4 At any time during the Beta Testing Term, Subbi may, at our absolute discretion and without notice and liability to you:

(a) change, withdraw, or terminate your ability to access, use, and/or test the Subbi App;

(b) add, remove or modify any function, feature or characteristic of the Subbi App; and/or

(c) access and use your Account (and the User Content contained therein) for the purpose of improving or updating the Subbi App and the Services.

4. YOUR OBLIGATIONS

4.1 When accessing and using the Subbi App and the Services during the Beta Testing Term, you must at all times:

(a) obtain all hardware, software and communications equipment necessary to download, access and use the Subbi App and the Services;

(b) comply with all Relevant Laws with respect to your obligations under this agreement;

(c) comply with all of our directions, policies and guidelines advised in writing to you or as displayed on the Subbi App from time to time; and

(d) keep any Confidential Information disclosed by Subbi to you strictly confidential.

4.2 During the Beta Testing Term, you will use reasonable endeavours to:

(i) provide Subbi with suggestions or feedback to improve or update the Subbi App, its functions, features, performance and its user experience; and

(ii) promptly report to Subbi any issues, faults, errors, bugs or other problems affecting the functionality, performance, usability and other characteristics of the Subbi App, (collectively, the Feedback).

4.3 You acknowledge and agree that you will not be paid any form of renumeration, compensation, royalties, fees or commission for:

(a) participating in the Beta Testing; or

(b) providing Subbi with Feedback in connection with the Beta Testing.

4.4 You must not:

(a) use Confidential Information disclosed by Subbi to you for any purpose other than for the purpose of Beta Testing;

(b) disclose Confidential Information to any third party without Subbi's prior written consent;

(d) disclose the Feedback to any third party.

5. USER CONTENT

5.1 When you create your Account and access the Subbi App and/or the Services during the Beta Testing Term, you will be required to provide User Content to Subbi. You will retain ownership of your User Content (excluding Feedback) and you will have sole responsibility for the legality, reliability, integrity, accuracy and quality of your User Content. You (and not Subbi) are solely responsible for the completeness, accuracy, reliability, legality and quality of any User Content published by you on, or via, the Subbi App.

5.2 During the Beta Testing Term, you grant Subbi a worldwide, non-revocable, non-exclusive, royalty-free and perpetual licence to use, disclose, share, reproduce, store, distribute, publish, export, adapt, edit, translate, produce derivative works from or copy, your User Content (and all Intellectual Property Rights contained therein) for any purpose, including for the purpose of:

(a) enabling Subbi to provide the Subbi App and the Services and otherwise perform our obligations and exercising our rights under this agreement;

(b) using usage patterns, trends and other statistical or behavioural data derived from use of the Subbi App and/or the Services for the purposes of providing, operating, maintaining, or improving the Services, the Subbi App; and

(c) sharing User Content with an Affiliate or other third party (with whom Subbi may contract or be affiliated with from time to time) for the purposes of performing or improving the Subbi App and/or the Services.

5.3 Subbi may access and delete any User Content you provide during Beta Testing Term and therefore:

(a) you are responsible for maintaining back-ups of your User Content; and

(b) we are not liable to you for any Loss, destruction, alteration, corruption or disclosure of User Content caused by your acts or omissions or the acts of omissions of other users of the Subbi App or any third party.

5.4 You agree to make your own enquiries to verify information displayed on, or via, the Subbi App (including Third Party Products and Services) and to assess the suitability of any information or Content before relying upon such information or Content. If you choose to rely upon any information or Content displayed or published on, or via, the Subbi App and/or the Services (including User Content and Third Party Products and Services) you do so at your own risk. We make no representations or warranties that use of the Content, User Content and Third Party Products and Services will not infringe any third party's Intellectual Property Rights.

6. INTELLECTUAL PROPERTY

6.1 You acknowledge that Subbi, or our licensors, are the owners of:

(a) the Subbi App (and any Intellectual Property Rights contained therein) including any information, Content or technology that may be provided to, or accessed by, you in connection with your use of the Subbi App and the Services (and all Upgrades, Updates and anything else arising or generated therefrom); and

(b) the Feedback provided by you, (collectively, Subbi IP).

6.2 Accessing and using the Subbi App and the Services does not give you (or anyone else) ownership of, or any right, title or interest in Subbi IP. Ownership of any User Content will vest in the creator of that User Content, but excluding Subbi IP.

7. OUR OBLIGATIONS

7.1 Subject to your compliance with the terms of this agreement, during the Beta Testing Term, Subbi shall use reasonable endeavours to provide you with access to and use of the Subbi App and the Services.

7.2 The undertaking in clause 7.1 shall not apply in the event of:

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

(b) the unsuitability or malfunction of the computer hardware or computer software used by you in conjunction with which the Subbi App and the Services are used;

(d) the unsuitability or malfunction of the Services when used in conjunction with any software, apps, applications and tools supplied by a third party provider.

7.3 Notwithstanding clause 7.1, you acknowledge that at any time the Subbi App and Services may be interrupted or unavailable during periods of scheduled or unscheduled maintenance.

8. THIRD PARTY PRODUCTS AND SERVICES

8.1 You acknowledge that the Subbi App and Services may require you to use or access Third Party Products and Services and that you do so solely at your own risk.

8.2 We make no representation, endorsement, or commitment and shall have no liability or obligation whatsoever in relation to the content or use of any such Third Party Products and Services, or any transactions completed, and any contract entered into by you, with the owner, licensor or operator of such Third Party Products and Services.

8.3 Any rights you may have to access Third Party Products and Services shall be limited to:

(a) the extent of Subbi's ability to pass on such rights to you; or

(b) the relevant third party licensor terms.

9. NO WARRANTIES

9.1 You acknowledge that Subbi are not financial advisors or providers, and we are not providing financial, accounting, taxation or budgetary advice or services of any kind to you. While User Content created or generated by you and Content (including Third Party Products and Services made available to you by third party providers) through the Subbi App are designed to provide you with general financial and budgeting information, it is not a substitute for professional financial, accounting, taxation or budgetary advice. Reliance on and use of the Content, User Content and Third Party Products and Services is at your own risk.

9.2 To the maximum extent permitted by Relevant Laws, Subbi excludes all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), in connection with the Subbi App and the Services.

9.3 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 international, national, State or Territory legislation where to do so is unlawful.

9.4 You acknowledge that, to the maximum extent permitted by Relevant Laws, Subbi do not make any warranty, guarantee or representation that:

(a) your access to, and use of, the Subbi App and the Services will be virus-free or error-free; and/or

(b) the Subbi App and the Services (or any Content, User Content and/or Third Party Products and Services) will be accurate, complete, reliable, current or is suitable for any particular purpose or use under any specific conditions, and so is provided on an "as is" basis.

10. LIMITATION OF LIABILITY

10.1 To the maximum extent permitted by Relevant Laws, Subbi will not be liable to you or any third party for any Claims or Losses (including Consequential Loss), arising out of, relating, or connected to the provision or use of the Subbi App and Services and this agreement, regardless of the cause of action on which they are based, even if advised of the possibility of such damage occurring.

10.2 All risk in using the Subbi App and the Services passes to you upon creating an Account. Subbi assumes no responsibility and Subbi have no liability to you or anyone else for any use of, or reliance on, any Content, User Content and/or Third Party Products and Services obtained or generated from your access to, and use of, the Subbi App and the Services.

10.3 You agree to defend, indemnify and hold Subbi, our Affiliates and our Personnel (collectively, the Indemnified) harmless from and against any and all Claims or Losses, 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) your access to, and use of, or reliance on the Subbi App or the Services (including the User Content and Third Party Products and Services);

(b) any breach of our or any third party's Intellectual Property Rights or other rights caused by you; or

11. PRIVACY

11.1 All Personal Information you provide to open an Account and any User Content you upload, generate, share, or publish on, or via, the Subbi App, is subject to Subbi's Privacy Policy, which is incorporated into this agreement. Subbi will not share, sell or disclose your Personal Information to any third party.

11.2 You warrant that, in relation to any Personal Information comprising User Content (including any Feedback you provide to Subbi) or any other information disclosed to Subbi on, or via, the Subbi App;

(a) 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 Subbi App; and

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

12. TERMS AND TERMINATION

12.1 This agreement commences on the date you open an account on the Subbi App (Commencement Date), and will remain in force until the End Date, unless extended by Subbi in writing or terminated earlier in accordance with the terms of this agreement (Beta Testing Term).

12.2 During the Beta Testing Term, you may terminate this agreement at any time by using the 'delete account' function within the account settings page of the Subbi App.

12.3 You agree that Subbi may, at any time during the Beta Testing Term and at our sole 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

(b) the Subbi App and/or Services;

(d) any other products and services offered on, or via the Subbi App (including Third Party Products and Services).

12.4 Cause for such suspension or termination under clause 12.3 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 any other agreements entered into between the parties;

(b) serious or repeated breaches or violations of Subbi's or a third party service providers' Intellectual Property Rights;

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

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

12.5 You agree that all such suspensions or terminations shall be made at Subbi's sole discretion and that Subbi shall not be liable to you or any third party for any such suspension or termination.

12.6 Any delay by Subbi in exercising our rights to terminate shall not constitute a waiver thereof.

13. EFFECT OF TERMINATION

On the expiry or termination of this agreement for any reason:

(a) Subbi will revoke or disable access to your Account. Your Account and User Content (excluding Feedback) will be permanently and securely destroyed; however, Subbi may be required to retain Personal Information (including basic registration information) in accordance with documentation retention and destruction laws; and

(b) all licences to use the Services and rights of access to the Subbi App granted under this agreement will immediately terminate.

14. FORCE MAJEURE EVENT

Subbi will not be responsible to you (or anyone else) if we are prevented from or delayed in performing our obligations, by acts, events, omissions or accidents beyond our reasonable control, including but not limited to, acts of God, governmental actions, shipping, postal or other relevant transport strike, failure or accident, lockouts or other labour difficulty, war or national emergency, acts of terrorism, fire, explosion, flood, an act or omission of a third party, epidemic, pandemic, mandatory government shutdown or lockdown, shortage of or inability to obtain any necessary materials, equipment, facilities or services, the failure of performance provided by others, hacker attacks, denial of service attacks, internet interruption or virus, accidents or breakdown of plant, machinery, software, hardware or communication network, or default of hosting or data centre providers (Force Majeure Event).

15. DISPUTE RESOLUTION

Any party claiming a dispute exists under the agreement must notify the other party in writing of the nature of the dispute (Dispute Notice), except where urgent interlocutory relief is being sought. The parties must in good faith attempt to resolve any dispute between them. If the dispute cannot by resolved within 30 days of receipt of a Dispute Notice, either party may commence legal proceedings in relation to the dispute. Each party must continue to perform its obligations under this agreement notwithstanding the existence of any unresolved dispute.

16. MAINTENANCE AND SUPPORT SERVICES

16.1 Subbi may, at our absolute discretion, provide maintenance and support services to you during the Beta Testing Term.

16.2 With or without notice to you, Subbi may, at our absolute discretion, during the Beta Testing Term:

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

(b) apply or install Upgrades or Updates to the Subbi App.

16.3 Except as expressly provided by this agreement, Subbi is under no obligation to provide any maintenance and support services, error correction, Updates or Upgrades for the Subbi App.

17. GENERAL

17.1 If any provision in this agreement is found to be invalid or unenforceable by a court of law, such invalidity or unenforceability will not affect the remainder of this agreement which will continue in full force and effect.

17.2 No agency, principal-agent, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created between you and us by this agreement.

17.3 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.

17.4 This agreement, and any other documents referred to in it, represent the entire agreement between us and you in relation to the subject matter and supersedes any previous arrangements, agreements, representations, understandings or statements (whether verbal, in writing, or in some other format).

17.5 The laws of the State of Victoria, Australia govern this agreement. You agree to submit to the exclusive jurisdiction of the Courts of Victoria, Australia.

18. DEFINITIONS

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

(a) Account has the meaning in clause 3.1(a).

(b) 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.

(c) Beta Testing means the right to access and use the Subbi App and Services in a 'testing environment' which closely replicates a 'live environment' for the sole purpose of identifying faults, errors, problems or bugs in the Subbi App and to provide Feedback before the Subbi App is released to members of the public.

(d) 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.

(e) Commencement Date has the meaning in clause 12.1.

(f) Confidential Information means information which is marked or identified as confidential at the time of disclosure, or which you ought reasonably to know is confidential relating to the business, products, pricing, affairs, finances, users or any other information of a confidential nature, for the time being confidential to Subbi, including, without limitation, technical data, trade secrets and know-how, the Feedback, passwords, software code, the Content, confidential information relating to Subbi's users, service providers and supplier, and the terms and existence of this agreement.

(g) 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 Subbi App.

(h) Consequential Loss means the following, however arising and even if it is reasonably contemplated by the parties on 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 (including marketing or advertising 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, economic or financial loss, loss of opportunity or expectation loss (including loss of financial opportunities or budgetary opportunities);

(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 of, or damage to, any property or any personal injury, illness or death to you, any third person; 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.

(i) Subbi App means the software made available through the mobile application, and used by Subbi to provide you with Services, including the application and database software for the Services, the system and server software used to provide the Services, the computer hardware on which that application, database, system and server software is installed, and all Intellectual Property Rights contained therein, provided or otherwise made available by us on, or via, the Subbi App.

(j) End Date means 30 June 2025.

(k) Force Majeure Event has the meaning in clause 14.

(l) 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 or other intellectual property rights, whether under statute, common law, equity, 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 future in any part of the world.

(m) 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.

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

(o) Subbi IP has the meaning given to it by clause 6.1.

(p) Password has the meaning given to it by clause 3.2.

(q) Personnel means any director, officer, employee, contractor or agents, of a party (in your case, includes any person acting for or on your behalf).

(r) 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.

(s) 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.

(t) Privacy Policy means our privacy policy available on the Subbi App or Website or such other web address notified by us to you from time to time), which is incorporated into this agreement.

(u) 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 and Privacy Laws, anywhere in the world.

(v) Services has the meaning in clause 2.1.

(w) Third Party Products and Services means any software, products, services or content (including all Intellectual Property Rights contained therein) that:

(i) are provided by third party providers;

(ii) interoperate with the Subbi App or Services; or

(iii) may be identified as third party products or services.

(x) Update means a patch or minor version update to the Subbi App.

(y) Upgrade means a major version upgrade of the Subbi App.

(z) User Content means all data, information, content and materials (including but not limited to, expense and income data, tax information, job title, health insurance, GST registration and HECS debt information):

(i) uploaded to, or stored on, the Subbi App by you;

(ii) transmitted by the Subbi App at your instigation;

(iii) supplied by you to Subbi for uploading to, transmission by, or storage on, the Subbi App; or

(iv) generated by the Subbi App as a result of the use of the Services by you, but excluding Subbi IP.

(aa) Website means the website located at www.subbi.com.au and any other website notified by us from time to time.

(bb) you or your has the meaning in clause 1.3.