Terms of Service

1. About Investair and These Terms

Investair Pty Ltd (ABN [●]) ("Investair", "we", "us", "our") operates the Investair platform at investair.com.au, which provides capital markets intelligence, data analytics, and related services to participants in Australian financial markets (the "Platform"). These Terms of Service ("Terms") govern your access to and use of the Platform and all related services, tools, data products, reports and content made available by Investair (collectively, the "Services"). These Terms should be read together with our Privacy Policy and any Order Form, subscription agreement or other written agreement between you and Investair. If you are accessing the Services on behalf of a company, organisation or other legal entity ("Organisation"), you represent and warrant that you have authority to bind that Organisation to these Terms, and references to "you" include that Organisation.

2. Eligibility and Account Registration

2.1 Eligibility

The Services are intended for use by businesses and professionals. By using the Services, you represent that you are at least 18 years of age, have legal capacity to enter into a binding agreement, and are accessing the Services in a professional or business capacity. Investair does not hold an Australian Financial Services Licence (AFSL). The Services are not directed at retail clients as defined in the Corporations Act 2001 (Cth). If you are a retail client, you must not use the Services.

2.2 Account registration

To access certain Services, you must register for an account. You agree to:

• provide accurate, complete and current registration information
• maintain the security of your login credentials and not share them with any third party
• notify us promptly of any unauthorised access or suspected breach of your account
• be responsible for all activities conducted through your account

Investair reserves the right to refuse registration, suspend or terminate any account at its discretion.

3. Description of Services

3.1 Platform services

Subject to these Terms and payment of applicable fees, Investair grants you a limited, non-exclusive, non-transferable right to access and use the Platform during your subscription period for your internal business purposes. The Services may include, without limitation:

• capital markets intelligence and analytics derived from publicly available ASX market data
• equity capital markets transaction data, broker performance analytics and placement history

3.2 Modifications to the Services

Investair may at any time modify, update, discontinue or add features to the Services. We will use reasonable efforts to provide advance notice of material changes that may affect your use. Continued use of the Services after any change constitutes your acceptance of the modified Services.

3.3 Third-party data and sources

The Platform aggregates and processes data sourced from publicly available sources, including ASX announcements, regulatory filings, and other disclosures made pursuant to applicable laws and ASX Listing Rules. While we take care in the collection and processing of this data, we do not represent or warrant the accuracy, completeness or timeliness of any third-party source data. You acknowledge that market data may be subject to errors, omissions or delays.

4. No Financial Advice — Important Disclaimer

The Services are provided for informational and analytical purposes only. Nothing on the Platform or in any Investair output, report, alert, data product or communication constitutes financial product advice, investment advice, securities advice, or a recommendation to acquire or dispose of any financial product within the meaning of the Corporations Act 2001 (Cth) or the ASIC Act 2001 (Cth). Investair does not hold an AFSL and is not authorised to provide financial product advice. Any information provided through the Services is of a general nature only and does not take into account your particular investment objectives, financial situation or needs.

You should not rely on any information provided through the Services as the basis for any investment, capital raising, regulatory compliance or corporate governance decision. Before making any such decision, you should seek independent financial, legal or professional advice from a qualified adviser who holds an appropriate licence.

Past performance data and historical analytics provided on the Platform are not indicative of future performance or outcomes.

5. Fees, Billing and Payment

5.1 Subscription fees

Access to paid features of the Platform is subject to payment of the fees set out in your Order Form or subscription agreement ("Fees"). All Fees are quoted and payable in Australian dollars (AUD) unless otherwise agreed in writing.

5.2 Billing

Unless otherwise stated in your Order Form, Fees are billed in advance on a monthly or annual basis as applicable to your subscription plan. Invoices are issued electronically to the billing contact you nominate.

5.3 Payment terms

Payment is due within 14 days of invoice unless otherwise agreed in writing. Investair reserves the right to suspend access to the Services if payment is not received by the due date. Investair may charge interest on overdue amounts at the rate of 10% per annum, calculated daily, from the due date until the date of payment.

5.4 Taxes

All Fees are exclusive of GST and any other applicable taxes unless expressly stated otherwise. Where GST applies, it will be added to the Fee and shown separately on the invoice. You are responsible for all taxes applicable to your use of the Services in your jurisdiction.

5.5 Fee changes

Investair may adjust its Fee schedule from time to time. We will provide at least 30 days' written notice of any Fee increase. Your continued use of the Services after the effective date of a Fee change constitutes acceptance of the new Fees. If you do not accept a Fee increase, you may terminate your subscription before the change takes effect.

5.6 No refunds

Except as required by Australian Consumer Law or as expressly agreed in writing, Fees paid are non-refundable. Unused subscription periods, including where you cease using the Services before the end of a billing cycle, do not attract a refund or credit.

6. Acceptable Use

6.1 Permitted use

You may use the Services only for lawful internal business purposes in accordance with these Terms and any applicable law, including the Corporations Act, ASIC Act, ASX Listing Rules, and applicable privacy legislation.

6.2 Prohibited conduct

You must not:

• use the Services or any data or content obtained through the Services to engage in market manipulation, insider trading, or any conduct that is unlawful under applicable financial services laws
• reproduce, redistribute, publish, sell, sub-licence or otherwise make available any data, reports, content or analytics obtained through the Services to any third party without Investair's prior written consent
• use the Services to build or train any competing product, data service or machine learning model
• scrape, crawl, harvest or extract data from the Platform by automated means except through any API access Investair expressly authorises in writing
• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or underlying algorithms of the Platform
• use the Services in any way that could damage, disable, overburden or impair the Platform or interfere with other users' access
• attempt to gain unauthorised access to any part of the Platform, including other users' accounts or data
• use the Services to transmit unsolicited commercial communications or engage in any conduct that is misleading or deceptive
• use the Services to harass, intimidate or harm any person
• circumvent any technical measures Investair uses to protect the Platform or its data

6.3 Compliance with laws

You are solely responsible for ensuring that your use of the Services and any actions taken in reliance on data or analytics from the Platform comply with all applicable laws and regulations, including any licensing, disclosure, continuous disclosure or other obligations applicable to you or your Organisation.

7. Intellectual Property

7.1 Investair IP

All intellectual property rights in the Platform, Services, software, underlying data models, analytics methodologies, interfaces, reports, and all content and materials made available by Investair (collectively, "Investair IP") are owned by or licensed to Investair. Nothing in these Terms transfers any ownership of Investair IP to you. Your access to the Services does not grant you any rights in Investair IP other than the limited licence to use the Services as expressly set out in these Terms.

7.2 Your content

You retain ownership of any data, content or materials you upload or provide to the Platform ("Your Content"). By providing Your Content, you grant Investair a non-exclusive, royalty-free licence to use, process and store Your Content solely to the extent necessary to provide the Services to you. You represent and warrant that Your Content does not infringe any third-party rights and that you have all necessary rights to provide it to Investair for the purposes described in these Terms.

7.3 Feedback

If you provide Investair with feedback, suggestions or ideas about the Services, you grant us an irrevocable, perpetual, royalty-free, worldwide licence to use that feedback for any purpose without any obligation to you.

8. Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other in connection with the Services that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) use it only for the purposes of performing obligations or exercising rights under these Terms; and (c) not disclose it to any third party without prior written consent, except to employees or advisers on a need-to-know basis who are bound by confidentiality obligations at least as protective as these Terms.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly known other than through a breach of these Terms; (ii) was already known to the receiving party without restriction; (iii) is received from a third party without restriction; or (iv) is required to be disclosed by law, court order or regulatory authority, provided that the disclosing party gives prompt notice to the other party where legally permitted. The parties' confidentiality obligations survive termination of these Terms for a period of three (3) years.

9. Data and Privacy

Investair's Privacy Policy (available at investair.com.au/privacy) governs our collection, use and disclosure of personal information and is incorporated into these Terms by reference. By using the Services, you acknowledge and agree to the Privacy Policy. If you provide Investair with personal information about third parties (such as colleagues or contacts) in connection with the Services, you warrant that you are authorised to do so and that you have complied with all applicable privacy laws, including providing any required notice or obtaining any required consent. You are responsible for ensuring that your own use of data accessed through the Platform (including any data relating to identifiable individuals) complies with all applicable privacy laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

10. Disclaimers and Limitation of Liability

10.1 Services provided "as is"

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND ALL DATA, ANALYTICS, REPORTS AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. INVESTAIR DISCLAIMS ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, TIMELINESS, NON-INFRINGEMENT AND UNINTERRUPTED ACCESS.

Investair does not warrant that the Platform will be error-free, that access will be uninterrupted, or that defects will be corrected. We do not warrant the accuracy, reliability or completeness of any data, analytics or other content provided through the Services.

10.2 Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, INVESTAIR'S TOTAL LIABILITY TO YOU FOR ANY LOSS OR DAMAGE ARISING FROM OR IN CONNECTION WITH THE SERVICES OR THESE TERMS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, STATUTE OR OTHERWISE) IS LIMITED TO THE TOTAL FEES PAID BY YOU TO INVESTAIR IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

IN NO EVENT WILL INVESTAIR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF OPPORTUNITY, DAMAGE TO REPUTATION OR GOODWILL, EVEN IF INVESTAIR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Exclusions

Nothing in these Terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by law that cannot be excluded or limited by agreement, including under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)). If such a guarantee or warranty applies, Investair's liability is limited, to the extent permitted by law, to supplying the Services again or paying the cost of having the Services supplied again.

10.4 Your reliance

You acknowledge that you are a sophisticated business user and that you have not relied on any representation made by Investair other than as expressly set out in these Terms. You accept full responsibility for your decisions to use or not use data and analytics from the Platform.

11. Indemnity

You agree to indemnify, defend and hold harmless Investair, its officers, directors, employees, contractors and agents from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising from or relating to:

• your use of the Services in breach of these Terms or any applicable law
• any content or data you submit to the Platform
• your infringement of any third-party rights, including intellectual property or privacy rights
• any decision you make in reliance on data or analytics provided through the Services

12. Term and Termination

12.1 Term

These Terms commence when you first access or use the Services and continue until your subscription is terminated in accordance with this section.

12.2 Termination by you

You may terminate your subscription at any time by providing written notice to Investair. Termination takes effect at the end of the then-current billing period unless otherwise agreed. Fees paid for the current billing period are non-refundable.

12.3 Termination or suspension by Investair

Investair may suspend or terminate your access to the Services immediately upon written notice if:

• you breach any material provision of these Terms and fail to remedy the breach within 14 days of written notice
• you breach any provision of section 6 (Acceptable Use)
• you become insolvent, enter voluntary administration, receivership, or any analogous process
• Investair reasonably believes continued access poses a risk to other users, the Platform, or third parties

Investair may also terminate these Terms for convenience on 30 days' written notice. In that case, we will provide a pro-rata refund of any prepaid Fees covering the period after termination.

12.4 Effect of termination

On termination, your right to access and use the Services ceases immediately. You must immediately stop using the Services and delete or destroy any data exports, reports or other materials obtained through the Services, unless retention is required by law.

Termination does not affect any accrued rights or liabilities of either party. Sections 7 (Intellectual Property), 8 (Confidentiality), 10 (Limitation of Liability), 11 (Indemnity), and 13 (Governing Law) survive termination.

13. General

13.1 Governing law

These Terms are governed by the laws of New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia.

13.2 Dispute resolution

Before commencing any legal proceedings (other than for urgent interlocutory relief), a party must give written notice of the dispute to the other party and the parties must attempt in good faith to resolve the dispute within 20 business days of that notice.

13.3 Entire agreement

These Terms (together with the Privacy Policy and any Order Form or subscription agreement) constitute the entire agreement between you and Investair with respect to the Services and supersede all prior or contemporaneous agreements, representations, or understandings, whether oral or written.

13.4 Amendments

Investair may amend these Terms from time to time by posting the updated Terms at investair.com.au/terms. We will provide at least 14 days' notice of material changes. Your continued use of the Services after the effective date of any change constitutes acceptance of the updated Terms.

13.5 Assignment

You may not assign or transfer any rights or obligations under these Terms without Investair's prior written consent. Investair may assign its rights and obligations under these Terms to a related body corporate or in connection with a merger, acquisition or sale of assets, without your consent.

13.6 Severability

If any provision of these Terms is found to be invalid, illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

13.7 Waiver

No waiver by Investair of any breach of these Terms will operate as a waiver of any other or subsequent breach. Failure to exercise or delay in exercising any right does not constitute a waiver of that right.

13.8 Force majeure

Investair is not liable for any delay or failure to perform its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disaster, pandemic, failure of third-party infrastructure, government action, or industrial action.

13.9 Relationship of parties

Nothing in these Terms creates a partnership, joint venture, employment, agency or fiduciary relationship between the parties. Investair is an independent contractor.

14. Contact

For questions or notices regarding these Terms, please contact: