ADVERTISING AGREEMENT TERMS

RECITALS

(A) The Platform is operated by Mentored Business Sales and Services Pty Ltd., ABN 56 630 339 150, the Platform

(B) The Advertiser wishes to promote their business, partnership, or investment using the advertiser's platform and business networks.

OPERATIVE PROVISIONS

1.    Definitions and Interpretation

In this Agreement, unless the context indicates the contrary,

Advertising content means the content of advertisements submitted by or on behalf of the advertiser to the platform in an advertising request, including but not limited to all text, graphics, icons, photographs, and URLs.

Confidential information means all information provided by one party to the other in connection with this Agreement where such information is identified as confidential at the time of its disclosure or ought reasonably be considered confidential based on its content, nature, or the manner of disclosure, but excluding:

(a) information that enters the public domain or is disclosed to a party by a third party, other than through a breach of this Agreement; and

(b) information developed independently by a party.

Fees means the advertising fees detailed under this agreement and as per clause 4. PLATFORM SUCCESS AND ADVERTISING FEES, PREPARATION AND MARKETING FEES

Force Majeure Event means any event beyond the control of the relevant party. GST has the meaning given in the New Tax System (Goods and Services Tax) Act 1999 (Cth), or any other similar tax.

Intellectual Property Rights means all intellectual property rights, including all copyright, patents, trademarks, design rights, moral rights, trade secrets, domain names, know-how, and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.

Platform means all of the websites or digital platforms (one in the same) managed, including but not limited to www.bizdealroom.com, www.allbizdealroom.com, www.allbizsales.com, www.allbizrealestate.com, www.allbizrural.com, www.aIlbizfranchises.com.

Unless the context requires otherwise:

(a) a reference to a person includes a corporation or any other legal entity;

(b) the singular includes the plural and vice versa;

(c)  headings are for convenience and do not form part of this Agreement or otherwise affect the interpretation of this Agreement;

(d) the term "includes" (or any similar term) means "includes without limitation"; and

(e) a reference to any statute includes references to any subsequently amended, consolidated, or re-enacted version of that statute and all delegated legislation or other statutory instruments made under it.

CLAUSES

2.     Advertising requests

(a) The Advertiser must complete and submit an advertising request in order to submit a request for advertising space on the Platform.

(b) All information in the advertising request must be complete and accurate and must comply with all laws, regulations, and relevant industry codes.

(c) Advertising requests must not request publication or linking to content that is illegal or may bring the Platform into disrepute.

(d) The Platform may reject or cancel any advertising request at any time at its sole discretion.

(e) By submitting advertising requests, the Advertiser authorises the Platform to publish the advertising content on the Platform.

3.     Positioning and style

The Advertiser acknowledges and agrees that the Platform retains complete editorial control over the platforms.

The Platform may, at its sole discretion:

(a) refuse to include any Advertising Content at any time;

(b) remove any Advertising Content at any time;

(c) position Advertising Content as it sees fit; and

(d) label any advertising content as an "advertisement" for clarification and stipulate any other conditions to ensure that it is clear that the advertising content is an advertisement.

4.    Platform Success and Advertising Fees, Preparation, and Marketing Fees.

(a) The Advertiser must pay the Platform for deal preparation, including a pitch deck and information memorandum fee, unless they have an approved memorandum or pitch deck.

(b) The Advertiser must pay the Platform a monthly advertising fee according to the schedule in this agreement.

(c) Each invoice is payable by subscription or within 7 days of the date of the invoice.

(d) If the Advertiser has not paid an invoice in full by that date, the Advertiser must pay interest on any unpaid amount from that date until the date of payment, to be calculated on a daily basis at a rate of 6 percentage points over the cash rate set by the Reserve Bank of Australia (or, if that rate ceases to exist, a comparable rate nominated by the Platform)

(e) The Advertiser agrees to pay a success fee as described in schedule 1. of the listing agreement to the Platform based on any of the following events;

Where an introduced party or person enters into a contract for the purchase or investment in the advertiser's listing,

Where an introduced party provides a loan to the business or the business provides any type of hybrid investment, such as a convertible note or preference shares to an introduced party;
• Where an introduced party or person enters into a contract for the purchase or investment in the advertiser's listing;
• Where an introduced party provides a loan to the business or the business provides any type of hybrid investment, such as a convertible note or preference shares to an introduced party;
• Where the Advertiser is owned by a company and the introduced party or person enters into a contract for the purchase of any shares of that company;
• An introduced party or person enters into any agreement in connection with the business or any associated entities connected to the business;
• Where the Advertiser is owned by a company, the introduced party or person procures another person to enter into a contract for the purchase of any of the shares of that company (whether by novation or otherwise);
• By any other means whatsoever, the introduced party or person becomes the legal and beneficial owner of the business, including any business discussed or reviewed by the agent;
• Where the Advertiser is owned by a company, by any means whatsoever, the introduced party or person becomes the legal and beneficial owner, or both, of any of the shares of that company;
• If a person has been introduced to the Advertiser by the Platform during the agreement period (including another person who is introduced to the Advertiser or by such person), and that person, either during the Agreement Period or thereafter, enters into a contract to purchase an interest in the Advertiser (which includes by way of exercise of an option and includes whether it be alone or jointly with another or others);
• If a person has been introduced to the Advertiser by the Platform during the agreement period (including another person who is introduced to the Advertiser or by such person), and that person, either during the agreement period or thereafter, acquires by allotment or enters into a contract (which includes the exercise of an option) to acquire by allotment or to purchase (either alone or jointly with another or others) one or more shares, or an interest in one or more shares, in the capital of the Advertiser;
• The introduced party or person is procuring another person or entity to enter into a contract for the purchase;
• If during the agreement period or for a period of 12 months following the expiry or termination of the agreement, the Advertiser enters into a contract in any of the preceding terms, including by way of an option being exercised for the sale of the business or of an interest in the Advertiser or providing a loan to the Advertiser to any person (including a co-owner), where that person was introduced to the Advertiser by the Platform;
• For the avoidance of doubt, if any part of this clause is unclear, the Advertiser acknowledges and agrees that a success fee is payable for any introduction made by the Platform to the Advertiser's listings, leading to engagement by any party that subsequently invests, purchases, or establishes a commercial agreement with the
Advertiser or its associated entities.

5. GST

(a) All amounts payable under this agreement are expressed exclusive of GST unless otherwise noted as inclusive of GST.

(b) In respect of any taxable supply, the Advertiser must pay to the Platform an additional amount equal to the prevailing GST rate, payable at the same time and in the same manner as the Fees, subject to the receipt by the Advertiser of a valid tax invoice.

6.    Confidentiality

(a) A party must not, without the prior written consent of the other, use or disclose the other party's confidential information unless expressly permitted by this Agreement or required to do so by law or any regulatory authority.

(b) A party may: (i)  use the Confidential Information of the other party solely for the purposes of complying with itsobligations and exercising its rights under this Agreement; and (ii)  disclose the Confidential Information to its personnel or advisers to the extent necessary for them to know the information for purposes related
to this Agreement, but only if reasonable steps are taken to ensure that the confidentiality of the information is retained.

(c) Each party must implement and maintain effective security measures to prevent unauthorised use and disclosure of the other party's confidential information while it is in the receiving party's possession or control.

(d) Each party must return, or at the other party's option, destroy, all confidential information of the disclosing party in the receiving party's possession or control on the earlier of the Platform request or on termination of this Agreement for any reason.

7.    Warranties

The Advertiser represents and warrants that:

(a) it is fully authorised to publish, and to authorise the Platform to publish, all Advertising Content;

(b) the Advertising Content and the publication of the Advertising Content on the Platforms does not and will not, at any time, infringe any Intellectual Property Right, any right of confidence or other right of any person;

(c) all Advertising Content will comply with all applicable laws, regulations and relevant industry codes;

(d) all advertised products and services will match the advertised description and be available in the manner, at the price, and for the time period advertised; and

(e) each Platform located at any URL shown or embedded in any advertising content:

(i)  is controlled and operated by or on behalf of the Advertiser;

(ii) is functional and accessible; and

(iii) at all times operates in compliance with all applicable laws, regulations, and relevant industry codes.

8.    Liability

(a) To the full extent permitted by law, the Platform excludes all liability in respect of loss of data, interruption of business, or any consequential or incidental damages.

(b) To the full extent permitted by law, the Platform excludes all representations, warranties, or terms (whether express or implied) other than those expressly set out in this Agreement.

(c) The Platform total aggregate liability for all claims relating to this Agreement is limited to the fees payable under this Agreement.

(d) Either party's liability for any claim relating to this Agreement will be reduced to the extent to which the other party contributed to the damage arising from the claim.

(e) This Agreement is to be read subject to any legislation which prohibits or restricts the exclusion, restriction, or modification of any implied warranties, conditions, guarantees, or obligations.

If such legislation applies, to the extent possible, the Platform limits its liability in respect of any claim to, at the Platform's option:

(i)  in the case of goods:

(A)  the replacement of the goods or the supply of equivalent goods; (B) the repair of the goods;

(C) the payment of the cost of replacing the goods or of acquiring equivalent goods; or

(D) the payment of having the goods repaired; and (ii) in the case of services: (A) the supply of the services again; or (B) the payment of the cost of having the services supplied again.

9.    Indemnity

The Advertiser indemnifies and holds the Platform and ultimate owner, its agents, affiliates, subsidiaries, directors, officers, employees, consultants, and contractor (collectively, Indemnified Persons), harmless from and against any and all costs, claims, losses, damages, liability, and expense (including all reasonable legal fees) which may be made or brought against or suffered or incurred, directly or indirectly, by the Indemnified Persons in connection with:

(a) any breach of this Agreement by the Advertiser;

(b) any act of fraud or wilful misconduct by or on behalf of the Advertiser; or

(c) the publication of, or any act or omission in relation to, the advertising content or any platform represented by a URL included or embedded in the advertising content.

10.     Termination

A party may terminate this agreement by written notice to the other if any of the following events has occurred in respect of the other party:

(a) a material breach of this Agreement which:

(i)  is not remediable; or

(ii) if capable of remedy, is not remedied by the other party within 14 days of written notice;

(b) an insolvency event occurs other than an internal reconstruction with notice to the other party.

11.     Consequences of termination

If this Agreement is terminated or expires for any reason, then, in addition and without prejudice to any other rights or remedies available:

(a) the parties are immediately released from their obligations under the Agreement except those obligations in clauses 4, 6, 7, 8, and 9, and any other obligations that, by their nature, survive termination;

(b) each party retains the rights and claims it has against the other; and

(c) the advertiser must immediately pay all outstanding fees.

12.      Notices

(a) The parties' contact details for notices under this agreement are noted on this agreement as the "parties.".

(b) All notices must be in writing and can be given by:

(i)  hand delivery during normal business hours;

(ii) registered post; or

(iii) email followed within 2 business days by one of the means listed above.

(c) A notice is deemed to be given and received: (i)  if delivered in accordance with paragraph (b)(i), on the next business day after the day of delivery; (ii) if sent in accordance with paragraph
(b) (ii), 5 clear business days after the day of posting;

(iii)  if sent in accordance with paragraph (b)(iii), on the next business day after transmission.

13.     General

(a) The Advertiser must not assign or otherwise deal in any other way with any of its rights under this Agreement without the prior written consent of the Platform.

(b) Nothing contained in this Agreement creates any relationship of partnership or agency
between the parties.

(c) If a provision of this Agreement is invalid or unenforceable, it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

(d) Each party must, at its own expense, do everything reasonably necessary to give full effect to this agreement and the events contemplated by it.

(e) This Agreement (and any documents executed in connection with it) is the entire agreement of the parties about its subject matter and supersedes all other representations, arrangements, or agreements. Other than as expressly set out in this Agreement, no party has relied on any representation made by or on behalf of the other.

(f) This agreement may be amended only by a document signed by all parties.

(g) A provision of or a right under this Agreement may not be waived or varied except in writing signed by the person to be bound.

(h) This agreement may be executed in counterparts, which will be taken together to constitute one document.

(i)  A party will not be responsible for a failure to comply with its obligations under this Agreement to the extent that failure is caused by a Force Majeure Event, provided that the party keeps the other closely informed in such circumstances and uses reasonable endeavours to rectify the situation.

(j)  Without limiting any other right to terminate under this Agreement, if a Force Majeure Event affects a party's performance under this Agreement for more than thirty (30) consecutive days, the other party may immediately terminate this Agreement by written notice.

(k) All stamp duties and other government charges in relation to this agreement must be paid by the advertiser.

(I) This Agreement is governed by the laws of NSW and each party submits to the jurisdiction of the courts of NSW.