Stone & Chalk Start-up Membership Terms & Conditions

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Stone & Chalk Start-up Membership Terms & Conditions Last updated 16 th February 2016, We're thrilled that you'd like to be a Resident Start Up Member in the Stone and Chalk community.

These terms and conditions (Terms) govern the relationship between Stone and Chalk Limited (ACN 603 489 229) (Stone & Chalk, we or us) and Resident Start Up Members (you).

1 Stone & Chalk Start-up Membership Terms & Conditions Last updated 16 th February 2016, We're thrilled that you'd like to be a Resident Start Up Member in the Stone and Chalk community. We know that the best relationships require a bit of TLC and we feel that it is important to have a record of our respective expectations so that we're on the same page. These terms and conditions (Terms) govern the relationship between Stone and Chalk Limited (ACN ) (Stone & Chalk, we or us) and Resident Start Up Members (you). They should be read alongside the Stone & Chalk Constitution, Community Values and Code of Conduct documents. By registering as a Resident Start-Up Member of Stone & Chalk and signing these terms, you accept these Terms and agree to be bound by them. Please read these Terms carefully and if you have any questions, please contact us. These Terms are effective from 16 th February We may update the Terms from time to time by ing an updated version to the contact that you have provided to us. 1 Membership 1.1 Becoming a Resident Start-Up Member Once you become a Resident Start-Up Member, you're part of our gang. Don't forget to read our Constitution, Community Values and Code of Conduct to see what we're all about. Resident Start-Up Members of Stone & Chalk have various rights including: (iii) the right to vote at Stone & Chalk's General Meetings; a licence to use the Premises according to these Terms and the category of membership purchased; and other membership benefits as determined by the board of directors of Stone & Chalk (the Board) from time to time. After your application is accepted by the Board and you have paid the applicable membership fees (Fees), you will automatically become a Resident Start-Up Member of Stone & Chalk. Individuals, businesses and organisations nominated by a current member of Stone & Chalk can apply to become a Resident Start-Up Member. That means that once you are a Resident Start-Up Member, you can start nominating new members too. By applying to be a Resident Start-Up Member of Stone & Chalk, you confirm that: you fulfil all relevant membership criteria set by the Board (this is available at the information you provided in your application is true and accurate and that you will promptly inform us if that information changes;

2 (iii) you have read, accept and will abide by the Stone & Chalk : (1) Constitution (2) Community Values (3) Code of Conduct (iv) (v) (vi) you accept and will abide by these terms, including the membership obligations such as the prompt payment of Fees; Stone & Chalk may send you information, newsletters and invitations that you might find interesting, unless you tell us not to; and you can (in fact, we would love you to) acknowledge Stone & Chalk's support for your project through positioning of the Stone & Chalk logo in the credits for your project and in all publicity material. If you would like to do this, we need you to seek written confirmation from Stone & Chalk before doing so by ing us at community@stoneandchalk.com.au. Your membership and your licence to use the Premises belong to you. If you want to assign or transfer these rights to anyone else (including another Resident Start-Up Member), you will need to seek written consent from Stone & Chalk before doing so. 1.2 Fees Your Fees need to be paid in full and on time. If you want to cancel your membership or change your membership level, let us know in advance. (f) (g) (h) Your licence to use the Premises is contingent on the payment of Fees in full and on time. Different Fees correspond to membership categories, with different rights to use the Premises. Your Fees will be the fees assigned to the relevant category of membership you have selected. Fees are due monthly in advance. You will be billed for Fees via direct debit on a continuous basis until Stone & Chalk receives written confirmation that you wish to cancel your Membership or change your category of Membership. You agree to pay your Fees by the due date specified in the relevant invoice. If you pay your Fees and do not use the Premises, you will not be entitled to a refund of any Fees paid. Membership Fees are set by the Board and may be changed at the Board's discretion. Three months' notice will be given in relation to any changes to Fees. Fees may only be changed by Stone & Chalk once per calendar year. If you do not pay your Fees when due, we may charge an additional fee on overdue balances. If you dispute any part of an invoice then you must pay the amount not in dispute by the due date or be subject to late fees. Stone & Chalk reserves the right to withhold services (including denying you access to the Premises) while there are any outstanding Fees. If you do not pay your Fees within 28 days from the date the Fees are due, we may notify you of that fact. If the Fees are not paid within 14 days of receiving that notice, we may terminate your membership and revoke your rights to access to the Premises.

3 You must ensure that you maintain adequate financial resources to meet any risks which your business may be subject to, so that you are able to pay your Fees in full and on time. Stone & Chalk encourages all members to ensure they are properly insured. 1.3 Communications Let's keep official communications in writing that way we're all on the same page. Contact between you and Stone & Chalk must be in writing (preferably via at ) if it relates to: changes to your membership, including any change to your category of membership; or termination of your membership under clause 1.4 of these Terms. If there are any material changes to the services that we provide, Stone & Chalk will communicate with you in writing. We will generally give you at least 30 days' prior written warning of any change taking place (unless the change is required by law). 1.4 Termination and resignation We know that each start-up is different and that, in the early days, it can be difficult to predict and manage costs. As a result, Stone & Chalk offers a range of different contract terms and pricing options Type of desk space Price Minimum fixed term Secure Office suites (six seats) Starting at $780, per seat per month. 6 calendar months, or as otherwise agreed with Stone & Chalk Fixed desks (seats can be allocated as a company cluster of six seats, or across the open seating plan) $650 per seat per month 6 calendar months or as otherwise agreed with Stone & Chalk when purchasing 5 or more licences to use fixed desks. Part time desks $450 per month (for up to 10 days per month) None. Drop-in seats $250 per month None. People coming and going is a fact of life we'd like to do it right so we can maintain the friendship. We can terminate your Membership at any time if, in our reasonable opinion: (iii) (iv) you have breached any provision of the Constitution; your Fees have still not been paid 14 days after receipt of the notice outlined in clause 1.2(h) of these Terms; you or any of your employees have engaged in misconduct, including any conduct that prejudices the interests of Stone & Chalk; you or any of your employees have failed to comply with any of the provisions of these Terms or fail to agree to any updated Terms; or

4 (v) you or any of your employees have breached any provision of the Code of Conduct or other Stone & Chalk policy from time to time. The Board may also consider terminating your membership if it is requested to do so by two or more members. You agree that we will have no liability to you if your membership is terminated in accordance with this clause 1.4. Before terminating your membership, Stone & Chalk will send you: a notice of termination, which will include any allegations made against you; and a proposed resolution for termination, and will make sure that you have an opportunity to provide an explanation or defence to the notice of termination. In the event that Stone & Chalk terminates your membership in accordance with clause 1.4 of these Terms, you are not entitled to any refund of Fees paid in advance. New opportunities may be on the horizon. What happens if you decide to leave? You have the right to terminate your membership at any time by giving us: one month written notice of your resignation; or where your licence to use desk or office space has been provided on a minimum fixed term basis, two months prior written notice before terminating the licence, in accordance with clause 3.7 of these Terms. If you decide to terminate your membership, any refund attributable to the unused portion of your membership is at the sole discretion of Stone & Chalk. We may deduct an administration charge from any refund. When your membership is terminated or expires, you must vacate the Premises immediately and leave the Premises in the same condition as when you arrived. We reserve the right to charge additional fees for repairs needed to the Premises above and beyond normal wear and tear. If you leave any property in the Premises when you vacate, we may dispose of that property at your cost in any way that we choose, and will not incur any liability to you in doing so. If Stone & Chalk chooses to sell property that you have left in the Premises, we do not owe you any proceeds of sale or liability in relation to that disposal.

5 2 Conflicts of Interest We need to work together to ensure that any conflicts of interest are avoided or disclosed. 2.1 Disclosure of interests and duty to avoid conflicts Each individual, including all employees of Resident Start-Up Members, is expected to avoid placing themselves in a position where their private interests, including other employment, conflict directly or indirectly with the those of S&C. Your obligations in relation to avoiding or disclosing conflicts of interest are outlined in clause 10 of the Code of Conduct. A breach of those obligations is considered a breach of these Terms. 3 The Premises Our Premises are for ordinary business purposes no funny business. The Premises are shared by all Residents let's keep them neat, tidy and pleasant for our community. 3.1 Location of the Premises The Premises is located at Level 2, 50 Bridge Street, Sydney, and includes any: desks, offices, internet services, meeting rooms, conference facilities, kitchens, and other work-related spaces; and shared resources including but not limited to swipe cards/keys, access to shared live skype or other shared internet forums, bike lock-up spaces, and access to meeting room bookings, located at or accessed from that address. 3.2 What you can use the Premises for You must only use the Premises for: business purposes, within the agreed hours and days, which will be specified according to your category of Resident Start-Up Membership and the Fees you have paid; and other purposes if you have Stone & Chalk's prior written consent. 3.3 Accessing the Premises We will provide you with a means to access the Premises, which may be by swipe card, smartphone app, or otherwise. You are not entitled to access the Premises if you are no longer a member. You agree that the renewal or extension of your membership is at the sole discretion of Stone & Chalk. 3.4 Your obligations when using the Premises Practising good citizenship is the best way to make sure all our members and guests feel welcome in the Stone & Chalk space. When you use the Premises, you must: keep your allocated space clean and tidy; work at an appropriate noise volume; use the Premises fairly and for lawful purposes (for instance, you should not use the internet connection provided by Stone & Chalk for excessive downloading, to download

6 any inappropriate content, to infringe the rights or third parties, or to otherwise break the law); (f) (g) (h) (j) take good care of the facilities, equipment and furnishings at the Premises; use the Premises as agreed with Stone & Chalk, and abide by any additional directions, notices or rules that Stone & Chalk develops for using the Premises; comply with all reasonable safety, health and security directions given by Stone & Chalk or the landlord of the Premises, their contractors, or their staff, such as preparing for and responding to fire drills or other warnings; comply with all by-laws, rules and regulations which the owners corporation or the landlord of the building may make from time to time, especially in relation to the common areas; not do anything that would restrict or interfere with others' use of the Premises; not do anything that would increase the insurance premiums of Stone & Chalk, or cause loss or damage to Stone & Chalk (including damage to reputation) or any other person with a proprietary interest in the Premises; respect the privacy, confidentiality and property of others using the Premises. 3.5 Security of the Stone & Chalk's network You should use security measures that you believe are appropriate for your start-up (but please don t compromise the security of our network). Stone & Chalk does not make any representations about the security of Stone & Chalk's internet connection, network, or of any information you or another member places on our network. You should use whatever security measures you believe are appropriate to your circumstances (such as encryption) to protect the security of your information, including to protect your tangible property, confidential information and intellectual property from theft or unauthorised use. We will not be liable for any stolen or misappropriated property or information. You should not do anything that would compromise the security of the Stone & Chalk network (for instance, you should take all steps possible to avoid introducing a virus to the Stone & Chalk network). 3.6 No real property interest in the Premises Stone & Chalk offers a licence to use the Premises to Resident Start-up Members. However: the Premises remain in Stone & Chalk's possession and control at all times; and these Terms do not create a tenancy or other real property interest in your favour. If your membership includes the right to use a desk or office space at the Premises, we will allocate those desks or office space at our sole discretion. Stone & Chalk may change the allocation of space at any time, and will give you a minimum of one week's prior notice of the change. 3.7 Licence to use desk or office space at the Premises Where a type of desk or office space is subject to a minimum fixed term, you must purchase a licence to use that space for at least the minimum fixed term. The minimum fixed terms are outlined in the Resident Start-Up Member Term Sheet.

7 You may only terminate a licence to use the desk space early if you give Stone & Chalk 2 months' advance written notice.] Upon early termination, any refund attributable to the unused portion of your licence is at the sole discretion of Stone & Chalk. We may deduct an administration charge from any refund. 4 Personal and Confidential Information Your privacy, personal and confidential information is important to us. We should work together to help keep your information, and the information of all our Residents, safe. 4.1 Personal information We handle personal information in accordance with our Privacy Policy, located at To ensure that everyone is aware of our Privacy Policy and their respective obligations, you agree to provide a copy of our Privacy Policy to your employees and representatives who provide personal information to Stone & Chalk on your behalf or whose information you provide to Stone & Chalk. You must ensure that your employees and representatives comply with the Privacy Policy. 4.2 Confidential information It is your responsibility to ensure that your confidential information is secure through your use of the Premises. Stone & Chalk will not be liable for any unauthorised disclosure of your confidential information. If you acquire anyone else's confidential information through your involvement with Stone & Chalk (including Stone & Chalk's confidential information), you must not disclose or use it in any way unless the owner of that confidential information gives you permission, and you must inform either the Community Manager or CEO of Stone & Chalk immediately. Your obligations in relation to confidential information are further outlined in clause 11 of the Code of Conduct. A breach of those obligations is considered a breach of these Terms. 5 Intellectual Property We know that IP is one of your most important assets we will not claim IP rights in any IP you develop during and after your membership with Stone and Chalk. Your obligations in relation to intellectual property are further outlined in clause 12 of the Code of Conduct. A breach of those obligations is considered a breach of these Terms. 6 No Agency or Partnership At the end of the day, we are here to help support your start-up, not our own. Nothing in these Terms is to be construed as constituting an agency, partnership, joint venture, or any other form of association with Stone & Chalk in which we are liable for your acts or omissions. You have no authority to incur any obligation or make any representation or warranty on behalf of, or to pledge the credit of, Stone & Chalk or represent that you speak on behalf of Stone & Chalk.

8 7 No Endorsement We are here to help you stand on your own. Stone & Chalk does not endorse you, your business, your services or your products. 8 Liability and Indemnity (f) (g) Unless Stone & Chalk has acted deliberately or negligently in causing the relevant loss or damage, we exclude, to the maximum extent permitted by law, all liability for loss or damage which may arise as a result of or in connection with these Terms and your use of the Premises. To the extent permitted by law, we will not be liable for: (iii) (iv) any indirect, incidental, special or consequential loss; any loss as a result of Stone & Chalk s failure to provide a service as a result of mechanical breakdown, strike, termination of Stone & Chalk's interest in the building containing the Premises; any loss of or damage to intellectual property, confidential information or data, or loss or damage resulting from a breach of security; or any loss of business, profits, anticipated savings, or third party claims. Stone & Chalk strongly advises you to insure against all such potential loss, damage, expense or liability. Where liability cannot be excluded, any liability incurred by us in relation to these Terms or your use of the Premises is limited at our option to the resupply of the goods or services or (where applicable) repair or replacement or payment of the cost or having the goods or services resupplied, repaired or replaced, or otherwise to the extent provided for by the Australian Consumer Law. You agree to indemnify and hold us harmless from any and all liabilities arising out of these Terms or your use of the Premises. As part of our role, we may introduce you to third parties, such as investors, serviceproviders or mentors. Stone & Chalk is not liable for any disputes between you and those third parties, and is not liable for loss or damage arising out of any of your dealings with those third parties. We may hold and invite you to events, seminars and workshops. Stone & Chalk is not liable for any loss or damage that you suffer in connection with those events, seminars or workshops, including as a result of your reliance on the content of those events, seminars or workshops. In all cases, Stone & Chalk s liability is limited to the total Fees paid by you in the proceeding 12 month period. 9 Severability Any provision of these Terms that is found to be prohibited or unenforceable is ineffective to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of these Terms.

9 10 Governing Law Your use of the Premises and these Terms are governed by the law of New South Wales and you submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in New South Wales. 11 Contact us That's it for now Thank you for your cooperation in making Stone & Chalk a collaborative, rewarding and productive environment for all of our Residents. If you have any questions about these Terms, please contact us at chris@stoneandchalk.com.au. 12. By accepting these terms, you; are agreeing on behalf of your company to be bound by them; warrant you have the requisite authority to bind your company to these terms (i.e. you are a director or authorised officer of the company); and warrant you will ensure all officers, employees, contractors and guests of your company read and comply with these terms.

STANDARD FORM OF AGREEMENT GENERAL TERMS

STANDARD FORM OF AGREEMENT GENERAL TERMS 1. Introduction a. Our Terms. Our Terms are the terms and conditions applicable to the supply by us to you of the Services and related equipment and consist of