TERMS OF SERVICE AGREEMENT

1.0 ACKNOWLEDGMENT AND ACCEPTANCE OF SERVICE AGREEMENT

1.1 This Marketing System Package Service ("Service"), owned and operated by Zepheryn Nicholls-Mitchell ABN: 57 483 653 560 ("Zepheryn Nicholls-Mitchell") is provided to you ("you" or "Subscriber") under the terms and conditions of this agreement (the "Agreement").

1.2 BY PURCHASING ANY OF THE SERVICES OFFERED AND COMPLETING PAYMENT, YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER, THAT YOU HAVE PROVIDED TRUE AND ACCURATE INFORMATION DURING THE REGISTRATION PROCESS, AND THAT YOU AGREE TO BE BOUND BY THIS AGREEMENT. YOUR PAYMENT AND USE OF THE SERVICE CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS.

2.0 DESCRIPTION OF ZEPHERYN NICHOLLS-MITCHELL MARKETING SYSTEM PACKAGES

2.1 The Service provided is a subscription-based marketing system with tiered packages available to match different business needs. Each tier includes varying levels of features and capabilities scaling according to business size and requirements. Nothing in this agreement constitutes any transfer of ownership of any property from Zepheryn Nicholls-Mitchell to Subscriber.

2.2 Current package details, features, and pricing are available on our website. Zepheryn Nicholls-Mitchell reserves the right to modify package features, capabilities, and pricing from time to time, with notice provided to Subscribers.

2.3 Zepheryn Nicholls-Mitchell will set up the initial marketing system tools for the Subscriber. The Service is not a custom design service, and Zepheryn Nicholls-Mitchell is under no obligation to perform custom design services for the Subscriber beyond what is included in the selected package. Subscriber may hire Zepheryn Nicholls-Mitchell for additional custom services at an agreed-upon rate if desired.

2.4 Zepheryn Nicholls-Mitchell will provide optimization services designed to improve the marketing performance of the system, but Subscriber acknowledges that these services are not guaranteed to deliver specific results and that specific search engine or advertising platform rankings are not an obligation of this agreement.

3.0 THIRD-PARTY PLATFORM AND SERVICES

3.1 Platform Provider. Subscriber acknowledges and agrees that the Services are delivered using the HighLevel platform. Zepheryn Nicholls-Mitchell is an independent provider utilizing the HighLevel software and is not affiliated with HighLevel, LLC.

3.2 Platform Availability. The availability of the Services is dependent on the HighLevel platform. Subscriber acknowledges that temporary interruptions of Services may occur due to maintenance, updates, or other actions by HighLevel that are beyond the control of Zepheryn Nicholls-Mitchell.

3.3 Third-Party Terms. By using the Services, Subscriber agrees to comply with all applicable terms and policies of HighLevel and other third-party services that may be integrated with the Services. HighLevel's Terms of Service are available at

https://www.gohighlevel.com/terms

.

3.4 Third-Party Sites. The Services may integrate with or make use of third-party websites or services including but not limited to Facebook, Google, LinkedIn, and Twitter ("Third-Party Sites"). Subscriber agrees that Zepheryn Nicholls-Mitchell does not have control over the terms of use, privacy policies, operation, or performance of any Third-Party Sites.

3.5 Third-Party Compliance. When using the Services, Subscriber agrees to adhere to the Terms of Service of all Third-Party Sites, including but not limited to:

a) Review Solicitation: Subscriber shall not implement any form of "review gating" when using the Service's review management features.

b) No Fake Reviews: Subscriber agrees to comply with all regulations regarding the solicitation and use of reviews, including Australian Competition and Consumer Commission (ACCC) guidelines.

c) Sites Prohibiting Solicitation: Subscriber's use of the Service will fully comply with sites that prohibit first-party or third-party review solicitation.

3.6 Service Modifications. Zepheryn Nicholls-Mitchell reserves the right to implement new elements as part of the Services, including changes that may affect the previous mode of operation of the Services. Any such modifications will be designed to enhance the overall Services.

4.0 TERMS OF PAYMENT

4.1 Subscriber must submit a valid credit card number to initiate access to the Service. You agree that your credit card will be charged the agreed-upon NON-REFUNDABLE setup fee – as specified in your package selection – upon registration.

4.2 A monthly subscription fee will be charged as a NON-REFUNDABLE payment monthly on the anniversary date of registration.

4.3 All fees quoted are in Australian Dollars (AUD) and include Goods and Services Tax (GST) where applicable.

4.4 If Zepheryn Nicholls-Mitchell is unable to successfully charge Subscriber's credit card for a period of 30 days, Zepheryn Nicholls-Mitchell reserves the right to immediately terminate the services. IT IS THE SUBSCRIBER'S RESPONSIBILITY TO KEEP CREDIT CARD INFORMATION CURRENT.

4.5 Late Payments. Subscriber's failure to pay undisputed fees when due constitutes a material breach of this Agreement. If payment is not made within thirty (30) days of when it is due, Zepheryn Nicholls-Mitchell may, in its sole discretion, choose to do any or all of the following:

a) Charge Subscriber a late fee on the unpaid balance at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate permitted by applicable law, compounded monthly;

b) Suspend Subscriber's access to the Service; and/or

c) Submit Subscriber's overdue account to an external collections agency after reasonable attempts to resolve the payment issue.

4.6 All fees are non-refundable. Zepheryn Nicholls-Mitchell shall not reimburse Subscriber for any unused Fees paid for a started month, even on a pro rata basis. It is Subscriber's responsibility to anticipate the termination of the Service to make it effective at the most convenient time.

5.0 PACKAGE UPGRADES AND ADD-ONS

5.1 Subscriber may upgrade to a higher-tier package at any time. Upgrades will take effect immediately upon processing, and the difference in setup fees will be charged at the time of upgrade. Monthly billing will be adjusted to the new rate on the next billing cycle.

5.2 Add-on services may be purchased in addition to the base package either as:
a) One-time services with a single payment, or
b) Recurring add-ons billed monthly with the regular subscription fee

5.3 One-time add-on services are non-refundable once delivered or initiated by Zepheryn Nicholls-Mitchell.

5.4 Monthly add-on services may be canceled at any time, but no refunds will be issued for the current billing period.

5.5 If the base subscription is terminated, all recurring add-on services will also be terminated at the end of the current billing period.

6.0 SUBSCRIBER ACCESS TO THE SERVICE

6.1 Subscriber will be provided with usernames and passwords to access the Service according to the number of users allowed in their selected package.

6.2 Access to the service is granted to the Subscriber exclusively and may not be transferred from the Subscriber to any other party without written permission from Zepheryn Nicholls-Mitchell.

6.3 Zepheryn Nicholls-Mitchell reserves the right to revoke access to the Service at any time if Zepheryn Nicholls-Mitchell believes that this or any other condition of this agreement has not been upheld by Subscriber.

6.4 Account Protection. In the event that Subscriber becomes aware that the security of Subscriber's login information has been compromised or breached, Subscriber must immediately notify Zepheryn Nicholls-Mitchell and change the account's login credentials. Additionally, Subscriber shall promptly deactivate the account or change the login credentials for any individual (e.g., former employee) who no longer is authorized by Subscriber to access the Service.

7.0 USAGE LIMITATIONS AND FAIR USE

7.1 Subscriber acknowledges that the Service includes usage limitations based on the selected package tier, which may include limitations on website pages, SMS/email volumes, and user accounts. Current limitations are available on our website or upon request.

7.2 Exceeding the defined usage limits may result in additional charges or service restrictions until the next billing cycle.

7.3 Subscriber may purchase additional usage capacity as an add-on service if needed.

7.4 Fair Use Policy. Zepheryn Nicholls-Mitchell's priority is to keep the Services available and running at optimal speed for all customers. The Services include resources such as bandwidth, API requests, and storage which are not unlimited. Fair use will be considered the processing of up to 3 times the average number of requests or processed transactions per subscription package for customers in the same or similar industry. If Zepheryn Nicholls-Mitchell determines Subscriber's use of the Services is in violation of this Fair Use Policy, in its sole reasonable discretion, it may take action to limit usage or apply additional charges to bring usage in line with this policy.

8.0 TCPA AND SMS COMPLIANCE

8.1 Subscriber will be solely responsible for complying with the Telecommunications Act 1997 (Cth), the Spam Act 2003 (Cth), and any other applicable laws regarding messaging consent obligations when using the Service to send SMS messages or emails.

8.2 Subscriber is responsible for obtaining explicit consent from any and all third parties (including Subscriber's customers) to send and receive SMS and/or emails using the Services.

8.3 Subscriber acknowledges that SMS services may require registration of a mobile phone number. In order to obtain a registered number, Zepheryn Nicholls-Mitchell may require documentation such as business registration and a utility bill or equivalent in the name of the business.

8.4 Each party shall indemnify, defend and hold harmless the other party from and against any and all damages, liabilities, judgments, fees, fines, costs and expenses incurred by the non-breaching party arising from any claims, demands or legal actions made against it resulting from Subscriber's breach of this Section 8.

9.0 SUBSCRIBER REPRESENTATIONS AND RESPONSIBILITIES

9.1 Subscriber represents and warrants that any content provided does not and will not infringe the rights of any third party, including without limitation any Intellectual Property Rights, rights of publicity, rights of personality, rights of privacy, rights to payment of royalties, or any other rights of third parties not specifically identified in this Section.

9.2 Subscriber warrants and represents that all aspects of Subscriber's content and use of the Service comply with all applicable laws and regulations, including marketing, spam, and privacy laws applicable in Australia.

9.3 When providing access to the Service to any other parties (i.e., Subscriber's clients), Subscriber must implement and enforce its own Privacy Policy, providing a level of protection at least equal to that provided by Zepheryn Nicholls-Mitchell. Subscriber must obtain consent from its client(s), affirmatively acknowledging that Subscriber's client(s) agree(s) to be bound by Subscriber's privacy policy.

9.4 Subscriber warrants that:
a) Subscriber has any and all consents and authorizations necessary to receive the Service;
b) Each website where the Service is deployed contains a privacy policy that discloses the usage of third-party technology and data collection resulting from the Service and complies with all applicable privacy laws;
c) Subscriber's websites upon which the Service is deployed do not contain defamatory material, promote illegal activity, or contain hate speech;
d) Subscriber has legally obtained necessary ownership or license rights to any data, including Personal Data, and has necessary waivers and/or opt-in agreements with authorized users and customers as required by applicable law.

10.0 TERMINATION

10.1 Subscriber may cancel the Service at any time by providing 30 days written notice to Zepheryn Nicholls-Mitchell at

[email protected]

.

10.2 No refunds will be issued for the current billing period or for any portion of the 30-day notice period.

10.3 Once Zepheryn Nicholls-Mitchell processes a cancellation, Subscriber's participation in the Service will cease and the website and marketing automations will be deactivated at the end of the 30-day notice period.

10.4 Termination for Breach. In addition to any other remedies it may have, if either party breaches any of the material terms or conditions of this Agreement and fails to cure such breach within thirty (30) days after written notice from the non-breaching party, the non-breaching party may terminate this Agreement upon written notice.

10.5 Effect of Termination. Upon termination, Subscriber's access to the Service will cease, and Zepheryn Nicholls-Mitchell may, in its sole discretion, delete any Subscriber Data or other data associated with the terminated account in accordance with Zepheryn Nicholls-Mitchell's then-current data retention policies. However, Subscriber will have the ability to export their customer data from the system prior to the termination of their subscription.

11.0 INTELLECTUAL PROPERTY AND DATA

11.1 Subscriber MAY NOT copy, retain, or resell any site design, content, or images provided by Zepheryn Nicholls-Mitchell as part of the Service.

11.2 Subscriber may retain any content and assets they have personally provided or created. It is the Subscriber's responsibility to ensure they have a copy of all their personally-provided content prior to termination of Services. For clarity, this does not include any site design, templates, layouts, or other design elements provided as part of the Service.

11.3 Customer data collected through the Service belongs to the Subscriber. Subscriber will have the ability to export their customer data from the system prior to the termination of their subscription.

11.4 Zepheryn Nicholls-Mitchell reserves the right to use anonymized aggregate data for analytical and improvement purposes.

11.5 Ownership and License. Zepheryn Nicholls-Mitchell owns all right, title, and interest in and to the Service, including all modifications, improvements, enhancements, integrations, and upgrades related thereto and all intellectual property rights therein. Zepheryn Nicholls-Mitchell grants Subscriber a limited, revocable, non-exclusive, non-transferable license to use the Service for the term of this Agreement.

11.6 Feedback. Any feedback, suggestions, or ideas provided by Subscriber regarding the Service are hereby assigned to Zepheryn Nicholls-Mitchell, and Zepheryn Nicholls-Mitchell shall own all rights, title, and interest in and to such Feedback. Subscriber agrees that Zepheryn Nicholls-Mitchell may use such Feedback without restriction or compensation to Subscriber.

12.0 CONFIDENTIAL INFORMATION

12.1 "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects that the disclosing party identifies as confidential or proprietary, or that reasonably appears to be confidential or proprietary because of legends or other markings, the circumstances of disclosure, or the nature of the information itself.

12.2 Each party agrees to preserve the confidential nature of the other party's Confidential Information by retaining and using the Confidential Information in trust and confidence, solely for its use as permitted and in connection with this Agreement, and by using the same degree of protection that such party uses to protect similar proprietary and confidential information, but in no event less than reasonable care.

12.3 Confidential Information does not include information which:
a) Is now, or becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public without breach of this Agreement;
b) Was independently developed by the receiving party without use of the Confidential Information;
c) Is obtained by the receiving party without restriction from a third party who had the right to disclose it.

13.0 PRIVACY AND DATA SECURITY

13.1 Zepheryn Nicholls-Mitchell maintains a security program in accordance with industry standards that is designed to:
a) Ensure the security of Subscriber Data;
b) Protect against threats or hazards to the security or integrity of Subscriber Data;
c) Prevent unauthorized access to Subscriber Data.

13.2 If either party believes that there has been a security breach involving Subscriber Data, such party must promptly notify the other party, unless legally prohibited from doing so. Additionally, each party will reasonably assist the other party in mitigating any potential damage arising from any such security breach.

13.3 Subscriber acknowledges and agrees that Zepheryn Nicholls-Mitchell may use third-party service providers, including HighLevel, to process payments and store data. Such third-party service providers will be bound by confidentiality obligations and appropriate security measures.

14.0 INDEMNITY

14.1 Subscriber agrees to indemnify, defend and hold harmless Zepheryn Nicholls-Mitchell, and its affiliates, officers, directors, shareholders, employees and agents, for all losses and costs related to any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of Subscriber's use of the Service, any alleged violation of this Agreement, or any alleged violation of any rights of others.

14.2 Zepheryn Nicholls-Mitchell shall indemnify, defend, and hold harmless Subscriber, its officers, agents, and employees against all losses, damages, liabilities, costs, and expenses resulting from any judgment or proceeding from a third party's claim that the Service, as provided by Zepheryn Nicholls-Mitchell to Subscriber within the scope of this Agreement, infringes any intellectual property rights.

14.3 The indemnification obligations are conditioned upon:
a) Prompt notice by the indemnitee to the indemnitor of any claim for which indemnity is claimed;
b) Sole control of the defense and settlement by the indemnitor;
c) Reasonable cooperation by the indemnitee in the defense as the indemnitor may request.

15.0 DISCLAIMER OF WARRANTIES AND LIABILITIES

15.1 THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE.

15.2 CERTAIN LEGISLATION, INCLUDING THE AUSTRALIAN CONSUMER LAW, MAY IMPLY WARRANTIES OR CONDITIONS OR IMPOSE OBLIGATIONS WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED EXCEPT TO A LIMITED EXTENT. THIS AGREEMENT MUST BE READ SUBJECT TO THESE STATUTORY PROVISIONS.

15.3 TO THE EXTENT PERMITTED BY LAW, ZEPHERYN NICHOLLS-MITCHELL, AND ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL OR EQUITABLE THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOOD WILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF ZEPHERYN NICHOLLS-MITCHELL IS AWARE OF THE RISK OF SUCH DAMAGES.

15.4 EXCEPT FOR CLAIMS ARISING OUT OF A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, INDEMNITY OBLIGATIONS, DATA BREACHES OR SUBSCRIBER'S OBLIGATION TO PAY FEES, THE TOTAL COLLECTIVE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY SUBSCRIBER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

15.5 THE MAXIMUM LIABILITY OF ZEPHERYN NICHOLLS-MITCHELL FOR ANY CLAIMS RELATING TO DATA BREACHES, INDEMNIFICATION OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CLAIMS SHALL IN NO EVENT EXCEED TWO TIMES THE FEES PAID OR PAYABLE BY SUBSCRIBER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

15.6 ZEPHERYN NICHOLLS-MITCHELL IS NOT LIABLE FOR ANY FAILURE, INTERRUPTION, OR DEGRADATION OF THE SERVICES DUE TO ANY FAILURE, INTERRUPTION, OR DEGRADATION OF THE HIGHLEVEL PLATFORM OR ANY THIRD-PARTY SERVICES.

15.7 If you are a consumer as defined by the Australian Consumer Law, you are entitled to certain guarantees that cannot be excluded. Nothing in this Agreement affects those statutory rights.

16.0 FORCE MAJEURE

Zepheryn Nicholls-Mitchell is not liable for any delay or failure in performance under the Agreement resulting directly or indirectly from acts of God, terrorism, third-party platform outages, or other causes beyond its reasonable control.

17.0 NOTICES

Any notices or communications under the Agreement shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed. If to Zepheryn Nicholls-Mitchell, such notices shall be addressed to

[email protected]

or to Zepheryn Nicholls-Mitchell at 38 NARELLAN RD MOSS VALE NSW 2577. If to Subscriber, such notices shall be addressed to the electronic or mailing address specified in Subscriber's Service registration form. It is the Subscriber's responsibility to provide an accurate address and to ensure that Zepheryn Nicholls-Mitchell is notified of any changes to Subscriber's address.

18.0 ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the Service and supersedes all previous or contemporaneous proposals, both oral and written, representations, writings and all other communications between the parties with respect to such subject matter.

19.0 GOVERNING LAW

This Agreement is governed by the laws of the State of New South Wales and the Commonwealth of Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales.

20.0 GENERAL

20.1 The section titles in the Agreement are for convenience only and have no legal or contractual effect.

20.2 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed to reflect the intent of the invalid or unenforceable provision, with all other provisions remaining in full force and effect.

20.3 Any waiver of any provision of this Agreement will be effective only if in writing and signed by an authorized representative of Zepheryn Nicholls-Mitchell. No waiver by either party of any breach of this Agreement shall be a waiver of any preceding or succeeding breach.

20.4 This Agreement may not be assigned by either party without the prior written approval of the other party; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets with notice to the other party.