This Terms of Service Agreement (the “Agreement”) sets forth the terms and conditions on which you (the “Client”) has engaged The SHP Group Pty Ltd ATF Park Family Trust (ABN 91 518 877 810) trading as “Social Direct Australia” to perform certain Services as outlined herein. This is a legally binding agreement between you and Social Direct. By becoming a Social Direct Client, you agree to be legally bound by the terms and conditions set forth in this Agreement. The “Effective Date” of this Agreement shall be the date on which you submit your order for Services to Social Direct.

1. SERVICES Social Direct will provide the Services to Client as outlined on the Social Direct website (www.socialdirect.com.au).

2. Social Direct OBLIGATIONS

2.1 Social Direct will provide Services to Client in accordance with Social Direct standard policies and procedures. Social Direct reserves the right to reject Clients for any other reason, in Social Direct sole discretion. Social Direct will be responsible for all aspects of providing the Services.

2.2 All Social Direct rules, policies and operating procedures concerning privacy, pricing, customer service, and all other aspects of the Services will apply, and Social Direct may change its rules, policies and operating procedures from time to time in its sole discretion.

3. FEES AND PAYMENT

3.1 All fees for Services provided to Client are due and payable in full, in advance of provision of Services. A valid credit card for monthly payment of fees shall remain securely on file to cover monthly recurring charges for service.

3.2 Initial charges for service will be paid in advance of service. Thereafter, Social Direct will attempt to charge Client’s credit card on the monthly anniversary date of the client first ordering services. Charges not paid by the due date for any reason will result in a suspension of Services until full payment is received. Suspension of services for non-payment will not result in a proration of fees.

3.3 Except in the case of a material breach of this agreement by Social Direct, Social Direct does not issue refunds of any fees for any reason.

3.4 If Social Direct incurs any costs associated with collecting payment such as debt collection or legal costs, these costs will be added to the invoice along with administration charges based on $180 + GST per hour.

4. WARRANTY DISCLAIMERS Social Direct expressly disclaims any and all warranties regarding or related to this agreement, the services or any materials or assistance provided to the client, express or implied, including without limitation the warranties of merchantability, course of performance or dealing, trade practice, title, non-infringement, and fitness for a particular purpose.

5. INDEMNITY Client will indemnify and hold harmless Social Direct and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys` fees) arising out of or relating to any breach by Clients of any of the terms of this Agreement.

6. LIMITATION OF LIABILITY Social Direct shall not be liable to client or any entity or person claiming through or under client for any loss of profit or income or other indirect, consequential, incidental, or special damages, whether in an action for contract or tort, in connection with this agreement, even if Social Direct has been advised of the possibility of such damages. In no event shall Social Direct liability to client hereunder exceed the amount paid to Social Direct by client for the previous one (1) month of services. This limit is cumulative and the existence of more than one claim will not enlarge the limit. Client acknowledges that these limitations of liability are an essential element of the bargain between the parties and in their absence the terms and conditions of this agreement would be substantially different.

7. PRIVACY POLICY The parties acknowledge a duty not during or after the Term to disclose without the other’s prior written permission any confidential information either concerning the other’s business, its business plans, customers or associated companies or resulting from studies or surveys commissioned and paid for by the Client. In particular during and after the term Social Direct acknowledges its responsibility to treat in complete confidence all marketing and sales information and statistics relating to the Client’s business with which the Client may supply Social Direct in the course of any work for the Client.

8. MISCELLANEOUS This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof. This Agreement may be amended from time to time in Social Direct sole discretion. An email communication sent to Client’s last known email address will be deemed sufficient notice of any such changes in this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties` successors and permitted assigns; provided however, that Client may not assign this Agreement, in whole or in part, without Social Direct prior written consent and any assignment by Client without such consent shall be null and void.