Eyelet’s Initial Terms and Conditions

These terms and conditions, along with all the policies mentioned herein, constitute a contract (hereinafter, jointly referred to as the “Agreement”) between you and/or your company (hereinafter, the “User” and/or “You”) and Eyelet Media Pty Ltd., with offices at level 2 23-25 O'Connell Street, Sydney, Australia, 2000 (hereinafter, “Eyelet”). If representing a company, the individual who has registered and signed up for Eyelet’s services represents and warrants that he or she has the legal power and authority to enter into this Agreement and to legally bind such company. AFTER CAREFULLY READING THIS AGREEMENT, TO CONFIRM YOUR UNDERSTANDING AND ACCEPTANCE, CLICK “ACCEPT TERMS”. IF YOU DO NOT AGREE TO ANY OF THESE TERMS OR POLICIES, PLEASE DO NOT REGISTER IN THE WEBSITE AND DO NOT CLICK “ACCEPT TERMS”

A. INTRODUCTION

1. This Agreement governs your use of Eyelet’s website www.eyelet.org (hereinafter the “Website”) and any of the services provided to You by Eyelet on, from or through the Website (“Services”). IT IS HEREBY AGREED BY YOU THAT, DURING THE TERM OF THIS AGREEMENT, THE WEBSITE IS AVAILABLE SOLELY FOR NON-COMMERCIAL PURPOSES. It is hereby agreed by You that Eyelet reserves the right to make changes, modifications, reduction in functionality and/or enhancements to the Website at any time, including those with commercial purposes. Upon implementation of such changes, You will be duly notified via e-mail and/or push notifications and therefore You will be able to accept and agree with new terms and conditions or delete your account and any and all data You uploaded into Eyelet’s Website. Although Eyelet may attempt to notify You when minor changes are made to this Agreement, You should periodically review the most up-to-date version by visiting www.eyelet.org/initial-terms-and-conditions-supplier

2. In order to use such Website and/or Services, You need compatible hardware, software and Internet access (third party fees may apply). The Website and/or Services’ performance may be affected by these factors.

B. SERVICES

1. This Agreement applies to all Users of the Website which are audiovisual content sales agents or distributors, or audiovisual content producers that act as distributors or sales agents. For all purposes, audiovisual content (such as films, audiovisual series, audiovisual shows, concerts, clips or the like) or any related information therewith shall be jointly referred to as “Content”.

2. In order to access the Website and/or the Services, You shall register and create an Eyelet’s user account, entering your e-mail address, a secure password, and providing further information, including but not limited to your name, phone number and full address. You hereby declare that all Data provided to Eyelet (as defined below) is true and authentic, including your personal Data. You will be solely responsible for providing false, inaccurate, incomplete, or obsolete Data. You may never use third parties accounts without permission. You are and will be solely responsible for the activity that occurs on your account and shall take all necessary security measures to protect your password and its confidentiality. Eyelet is not responsible for any losses You may suffer arising from the unauthorized use of your user account. You must notify Eyelet immediately in case You suspect a breach of security or unauthorized use of your account, Data, username or password. Although Eyelet will not be liable for your losses caused by any unauthorized use of your account, You may be liable for the losses of Eyelet or others due as a consequence of such unauthorized use.

3. Upon successful conclusion of the registration process, You shall be able to access the “Supplier Portal” within the Website (http://www.eyelet.org) and, if wanted, upload a spreadsheet detailing any and all Content You currently own, administrate and/or represent for sales purposes (hereinafter, the “Catalog”). Such spreadsheet shall contain full details of each title included in your Catalog and will require different information depending on whether You are acting as a licensor, licensee or a sub-licensee, namely, film title, film ID (whatever ID system you use) or Internet Movie Database or The Movie Database (IMDB or TMDB) URL, license end dates, licensor or licensee or sub-licensee company name, territory(s) owned or sold, contact name, contact e-mail, phone(s), producer contact name (where applicable), producer contact e-mail (where applicable), producer contact phone (where applicable), holdbacks by producers, and holdbacks by You, etc. In all cases, You shall specify the territories where You can sell or allocate each Content, the timeframe in which You can sell or allocate such Content and whether You are an exclusive licensor or licensee of such Content within certain territories. You will be able to create such spreadsheet from third parties’ rights management databases or software (including but not limited to MacCS, Navision, Media Rights, Film Tracks, Rightsline, Comet and/or Counterpoint Suite) or manually create a spreadsheet using Eyelet’s template, which will be available for download within the Website. Once the spreadsheet is uploaded onto the Website, You will also be allowed to upload further materials onto the Website such as Content masters, subtitles and dubs (hereinafter, the “Assets”). YOU UNDERSTAND THAT DURING THE TERM OF THIS AGREEMENT, ALL UPLOADED INFORMATION REGARDING CONTENT AND A PARTIAL REVIEW OF THE UPLOADED ASSETS SHALL BE AVAILABLE FOR OTHER USERS OF THE WEBSITE AND/OR SERVICES WHO CLAIM TO HAVE RIGHTS OVER THE SAME ASSETS. Once the spreadsheet and/or the Assets have been uploaded, You will be able to navigate within Eyelet’s Website and use the Website as a simulator, setting prices for potential sales or allocation of your Contents / Assets in your available territories, determining timeframes for potential sales and simulating interactions with potential third parties or buyers, such as publishers, that may use Eyelet’s Website or Services in the future. Contributors of Assets during the term of this Agreement might be granted extra revenue share commissions if Eyelet decides to implement new commercial features of the Website in the future, such as the possibility for publishers to allocate or sell the Assets, in accordance to new terms and conditions that would be notified to You by Eyelet once such features are implemented, which you will have to accept and agree with to continue using the Website and/or the Services.

4. DURING THE TERM OF THIS AGREEMENT, PROVIDED SUCH AGREEMENT IS NOT MODIFIED BY EYELET, YOU WILL ONLY BE ABLE TO USE THE WEBSITE FOR NON-COMMERCIAL PURPOSES. THIS MEANS THE WEBSITE WILL ONLY BE AVAILABLE FOR YOU AS A SIMULATOR OF SERVICES EYELET MAY OR MAY NOT PROVIDE IN THE FUTURE. NO COMMERCIAL TRANSACTIONS OF ANY KIND CAN TAKE PLACE WITHIN THE WEBSITE DURING THE TERM OF THIS. You will be requested to accept and agree with secondary terms and conditions to be reviewed and signed in the Supplier Portal. If accepted and agreed by You, only then third parties (publishers) will be able to allocate the Assets You uploaded and sell them in their platforms to end users, in accordance to the prices You set for each title, the territories You enable and the available time frames You select. Upon reviewing such newer terms and conditions, You will be able to set out your commission on transactional revenue share and extra commissions for contributed Assets.

5. The Website may contain links to third-party websites that are not controlled or owned by Eyelet. Consequently, Eyelet will not assume any responsibility for such third-party websites, including their content, privacy policies, data policies, or the like. Eyelet will not control such third party websites. You hereby release Eyelet from any and all liability that may arise from your use of any third-party website.

6. Eyelet is not responsible or liable for third party materials included within or linked from the Website or Services.

C. WEBSITE AND SERVICES USAGE RULES

1. Your use of the Services, the Website and content therein must follow the rules set forth in this section (hereinafter, “Usage Rules”). Any other use of the Services, the Website and contents therein shall constitute a material breach of this Agreement. To ensure that You are following these Usage Rules and all other use guidelines set forth in this Agreement, Eyelet may monitor your use of the Services, the Website and its content.

1. You may use the Services, the Website and the contents therein only for non-commercial purposes.

2. By using the Services, the Website and the contents therein, Eyelet will not grant or transfer any rights to You.

3. You may not sell access to the Website and/or Services.

4. You may not sell advertising, sponsorship or promotions on or within the Website and/or the Services and/or on the Content and/or on the Assets.

5. You may not to alter or modify any part of the Website and/or Services and/or contents therein.

6. Your use of the Services, the Website and Content as uploaded will not constitute a waiver of any rights of the Content’s copyright owners.

7. You may not disable, tamper with or circumvent any measures or security technology included in the Website or the Services.

8. You may not use the Services or the Website to post, submit, upload, publish or import any Content, Assets or other materials that You do not have permission, right or license to use.

9. You may not use the Services or the Website to post objectionable, offensive, unlawful, deceptive or harmful Content;

10. You may not use the Services or the Website to post personal, private or confidential information belonging to others;

11. You may not use the Services or the Website to request personal information from a minor;

12. You may not use the Services or the Website to impersonate or misrepresent your affiliation with another company, person or entity;

13. You may not use the Services or the Website to post or transmit spam, including but not limited to unsolicited or unauthorized advertising, promotional materials, or informational announcements;

14. You may not use the Services or the Website to plan or engage in any illegal, fraudulent, or manipulative activity.

D. YOUR USE OF OUR WEBSITE. YOUR CONTENT AND ASSETS. LICENSES OF USE.

1. You are and will be responsible for all activity occurring under your user account and shall comply with all applicable laws and regulations in connection with your use of the Website and/or Services, including but not limited to those related to Data privacy, international communications, transmission of technical and/or or personal Data.

2. The Website may allow You to post, submit, upload, publish or import Content as well as other materials such as Assets, comments, pictures, links or the like (including but not limited to associated metadata and artwork) (hereinafter, the “Materials”). Your use of such features must comply with the Usage Rules mentioned above.

3. You shall be solely responsible for the Materials You post, submit, upload, publish or import in or on the Website, or while using Services, and the consequences doing so. You affirm, represent, and warrant that You own or have the necessary licenses, rights, consents, and permissions to post, submit, upload, publish or import any Materials You post, submit, upload, publish or import in or on the Website and/or while using the services. By using the services, You agree, to the maximum extent permitted by law, to indemnify and hold Eyelet, its directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising out of your breach of this clause or section. And You hereby grant a free, non-exclusive license to Eyelet to use the Materials (including but not limited all patents, trademarks, trade secrets, copyrights or other proprietary rights in and to such Materials) in the Website and/or Service pursuant to this Agreement, for internal purposes, for marketing and promotional purposes and for making such Materials available for other users of the Website within the terms set herein.

4.You will retain all of your rights in the Materials You may post, submit, upload, publish or import on the Website and/or while using the Services, including but not limited to ownership rights and/or licenses. By submitting and uploading Materials to the Website, You hereby grant Eyelet a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of and display the Materials in connection with the Website, the Services and Eyelet’s (and its successors' and affiliates') business, including without limitation for promoting and marketing of the Website and/or Service (and derivative works thereof) to and with potential publishers in any media formats and through any media channels, in perpetuity. You also hereby grant each user of the Website and/or Services a non-exclusive license to access your Materials through the Website and/or Service, and to use, reproduce, distribute, display and perform such Materials as permitted through the functionality of the Website, the Service and under this Agreement. The above licenses granted by You terminate within a commercially reasonable time after You remove or delete your Materials from the Website and/or cancel your registration in the Service or the Website. You understand and agree, however, that Eyelet may retain, but not display, distribute, or perform, server copies of your Materials that have been removed or deleted.

5. Eyelet does not permit copyright infringing activities and infringement of intellectual property rights on the Website and/or as a result of your use of the Website and/or Services, therefore it will remove all infringing Materials if properly notified that such Materials infringe another's intellectual property rights. Eyelet reserves the right to remove Materials without prior notice.

6. Eyelet does not endorse any Materials posted, submitted, uploaded, published or imported on or in the Website or the Services by any user, or any opinion, recommendation, or advice expressed therein. Eyelet expressly disclaims any and all liability in connection with the Materials.

7. Eyelet grants to You a non-transferable, non-exclusive license to use the Website as permitted by the Usage Rules and this Agreement while this Agreement is in force. The terms of this Agreement will govern any Content, Materials, or services accessible at the Website (unless Eyelet replaces or supplements the Agreement, case in which the document that replaces or supplements the Agreement shall prevail). Except as provided in the Usage Rules or any other section of this Agreement, You may not distribute or make the Website and/or Services and/or any parts or content thereof available to third parties. You may not transfer, redistribute or sublicense this license to use the Website and/or Services. You may not copy, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Website and/or the Services and/or any parts or contents thereof or any updates.

E. DATA AND PRIVACY POLICY

1. You hereby agree and consent that by voluntarily submitting or uploading information and/or Materials onto the Website (including but not limited to personal data, technical data, Materials uploaded, location, usage data and the like, hereinafter, the “Data”), You authorize Eyelet to collect, process and use such Data for different legitimate purposes related to Eyelet’s business activity, Website or Services, including but not limited to customer support, elaboration and provision of statistics, communications, improvement of Eyelet’s products or services, provision of services or technologies, automatic profiling, elaboration of metrics and statistics to be shared with other users or third parties, to keep business contacts, for marketing purposes, for ensuring Data security and any other services provided by the Website or Eyelet within the terms of this Agreement. YOU HEREBY CONSENT AND AGREE THAT BY USING THE WEBSITE AND/OR THE SERVICES, YOUR DATA WILL BE AVAILABLE OR DISCLOSED TO OTHER USERS WHO CLAIM TO HAVE RIGHTS OVER THE SAME CONTENT AND/OR ASSETS, WHICH YOU DEEM APPROPRIATE, PERTINENT, AND NON-EXCESSIVE CONSIDERING THE LEGITIMATE PURPOSES FOR WHICH THIS DATA WAS COLLECTED AND PROCESSED. In connection with the conducted business activity, in some cases Eyelet will also disclose Data to different third parties, in particular, legal and accounting service providers, couriers and transport companies, providers of IT systems and equipment, marketing agencies, banks and payment institutions or public entities. Data is also disclosed to entities related to Eyelet, including companies being part of the Eyelet’s capital group. IF YOU DO NOT WISH TO SHARE SOME OR ALL OF YOUR DATA, INCLUDING YOUR PERSONAL DATA, PLEASE, ABSTAIN FROM ACCEPTING THIS AGREEMENT AND USING THE WEBSITE AND/OR SERVICES.

2. Eyelet shall use reasonable efforts to secure and protect Data submitted by You in the Website from uses other than those specified herein, but You agree that your submission of such Data is voluntary and at your sole risk, and You hereby release Eyelet from any and all liability to You for any loss or liability relating to such Data in any way.

3. Cookies: it is hereby informed and agreed by You that the Website uses technology to collect information about its use, to help us provide You with a good experience and to allow us to improve the Website and the Services. This means that when You visit the Website, cookies or similar technologies will be placed on your device. Cookies might collect Data or personal Data.

4. Personal data: Eyelet hereby informs You that as the Owner of the Website, it will act as the controller for the processing of personal Data collected through the Website. Eyelet shall process Data (including personal Data) in accordance to and with legal basis on the governing law to this Agreement. Eyelet respects all current legislation regarding the protection of personal Data, the privacy of users, and the confidentiality and security of personal Data, adopting all the technical and organizational measures necessary to prevent the loss, misuse, alteration, unauthorized access, and theft of the personal Data provided, taking into account the technological state, the nature of the personal Data, the purposes for which the Data was collected and processed, and the risks to which it is exposed. Personal Data collected as a result of this Agreement will be stored from the moment of collecting. In the case of personal Data processing for those legitimate purposes mentioned above, the personal Data shall be kept for no longer than five (5) years from the date of termination of this Agreement or until a reasonable objection is raised. In the case of personal Data collection on the basis of consent, such personal Data will be stored until the consent is revoked. The period of personal Data processing and storage may be extended when the processing is necessary to establish, assert or defend Eyelet against a possible claim, and after that period only if required by law and to the extent required by law. You shall always have the right to contact Eyelet in order to access You personal Data, request a rectification of your personal Data, erase your personal Data, limit your personal Data processing, object to your personal Data processing, prevent the transfer of your personal Data, or withdraw your consent at any time (if the processing is carried out on that basis, without prejudice to the lawfulness of processing carried out on the basis of the consent before its withdrawal),

5. For any reasons concerning Data or personal Data protection, You may contact Eyelet at support@eyelet.org. You may also contact or file complaints before the applicable Data Protection Officer in accordance to the governing law of this agreement, namely, the Office of the Australian Information Commissioner, phone no. (+61)1300 363 992, E-mail enquiries@oaic.gov.au.

F. INTELLECTUAL PROPERTY.

1. You agree that the Website, any Eyelet’s content therein and the Services, including but not limited to Eyelet’s graphics, user interface, audio clips, video clips, editorial content, and the scripts and software used or implement in the Website and/or Services, are owned by or licensed to Eyelet and/or its licensors, and are protected by applicable intellectual property regulations and other laws, including but not limited to copyright and patent laws. You agree that You will not use such proprietary information or materials in any way whatsoever except for use of the Website for non-commercial purposes in compliance with this Agreement. No portion of the Website and/or Services may be reproduced by You in any form or by any means, except as expressly permitted by this Agreement. You agree not to modify, rent, loan, sell, or distribute the Website and/or Services and/or the license of use granted herein in any manner, and You shall not exploit the Website and/or Services and/or the license of use granted in any manner not expressly authorized.

2. The Eyelet name, logo and other trademarks, service marks, graphics and logos used in connection with the Website and/or Services are trademarks or registered trademarks of Eyelet throughout the world. You are granted no right or license with respect to any of the aforesaid trademarks.

3. If You believe that any content available through the Website and/or Services infringes a copyright claimed by You, please contact Eyelet at support@eyelet.org.

G. DISCLAIMER OF WARRANTIES. LIMITED LIABILITY.

1. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF OR INABILITY TO USE THE WEBSITE AND/OR THE SERVICES AND/OR THE LICENSE OF USE PROVIDED HEREIN, IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND ANY SERVICES PERFORMED OR PROVIDED BY EYELET ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND YOU HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE WEBSITE, THE LICENSE OF USE AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND/OR CONDITIONS OF SATISFACTORY QUALITY, OF MERCHANTABILITY, OF ACCURACY, OF QUIET ENJOYMENT, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EYELET OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE WEBSITE, THE LICENSE OF USE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IN YOUR DEVICES OR PROPERTY.

2. EYELET DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE WEBSITE AND/OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED AND YOU AGREE THAT FROM TIME TO TIME EYELET MAY REMOVE OR SUSPEND THE WEBSITE AND/OR SERVICES FOR INDEFINITE PERIODS OF TIME, CANCEL THE WEBSITE AND/OR SERVICES AND/OR LICENSES OF USE AT ANY TIME, OR OTHERWISE LIMIT OR DISABLE YOUR ACCESS TO THE WEBSITE AND/OR SERVICES WITHOUT NOTICE TO YOU.

3. IN NO CASE SHALL EYELET, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE WEBSITE, THE SERVICES AND/OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE WEBSITE AND/OR SERVICES AND/OR THE CONTENT THEREIN, INCLUDING BUT NOT LIMITED TO ANY ERRORS OR OMISSIONS, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE WEBSITE, THE SERVICES OR ANY CONTENT UPLOADED, POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE AND/OR SERVICES.

4. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL EYELET BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE WEBSITE AND/OR THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5. EYELET DOES NOT REPRESENT OR GUARANTEE THAT THE WEBSITE AND/OR SERVICES WILL BE FREE FROM CORRUPTION, LOSS, VIRUSES, ATTACK, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND YOU HEREBY RELEASE EYELET FROM ANY LIABILITY RELATING THERETO. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY CONTENT OR MATERIALS UPLOADED ON THE WEBSITE.

6. EYELET IS NOT RESPONSIBLE IN CONNECTION WITH YOUR USE OF THE WEBSITE AND/OR SERVICES.

H. WAIVER AND INDEMNITY

1.BY USING THE SERVICES, YOU AGREE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD EYELET, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES) ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF OR INABILITY TO USE THE WEBSITE AND/OR SERVICES, OR ANY ACTION TAKEN BY EYELET AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. YOU AGREE THAT YOU SHALL NOT SUE OR RECOVER ANY DAMAGES FROM EYELET, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION, MATERIAL OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE WEBSITE AND/OR SERVICES, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF EYELET'S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.

I. CONFIDENTIALITY

1. AS A CONSEQUENCE OF THIS AGREEMENT AND AS A RESULT OF YOUR USE OF THE WEBSITE AND/OR THE SERVICES, YOU WILL HAVE ACCESS TO AND ACQUIRE KNOWLEDGE OF MATERIAL, DOCUMENTS, INFORMATION, DATA SYSTEMS, BUSINESS MODELS, BUSINESS STRATEGIES, STATISTICS, METRICS, METADATA, DESIGNS, WORKS, SOFTWARE, INVENTIONS, INTERFACES AND OTHER DOCUMENTS, RIGHTS AND INFORMATION THAT BELONGS TO EYELET, ARE OF A VALUABLE AND CONFIDENTIAL NATURE, AND THAT ARE NOT AVAILABLE TO OR KNOWN BY THE GENERAL PUBLIC (HEREINAFTER, THE “CONFIDENTIAL INFORMATION”). YOU SHALL NEVER, UNDER ANY CIRCUMSTANCE, USE, PUBLISH, COMMERCIALIZE, DISCLOSE, REVEAL OR DIVULGE ANY AND ALL THE CONFIDENTIAL INFORMATION. ANY KNOWLEDGE ACQUIRED BY YOU FROM OR OF SUCH CONFIDENTIAL INFORMATION, OR OTHERWISE THROUGH THIS AGREEMENT, OR THROUGH THE USE OF THE WEBSITE OR SERVICES, SHALL NOT BE USED, PUBLISHED, COMMERCIALIZED, DISCLOSED, REVEALED OR DIVULGED BY YOU TO ANY OTHER PERSON, FIRM OR CORPORATION IN ANY MANNER WHATSOEVER, UNLESS AUTHORIZED BY EYELET IN WRITTEN FORM. AT ANY TIME UPON EYELET’S WRITTEN REQUEST FOR ANY REASON, YOU WILL PROMPTLY DESTROY OR DELIVER TO EYELET ANY AND ALL CONFIDENTIAL INFORMATION IN YOUR POWER. IN THE EVENT THAT YOU ARE REQUESTED BY A GOVERNMENTAL AGENCY OR SELF-REGULATORY AUTHORITY, OR REQUIRED BY APPLICABLE LAW, REGULATION OR LEGAL PROCESS TO DISCLOSE ANY CONFIDENTIAL INFORMATION, YOU SHALL, TO THE EXTENT PERMITTED BY LAW, REGULATION, AND APPLICABLE AUTHORITY, PROVIDE EYELET WITH PROMPT WRITTEN NOTICE OF SUCH REQUEST OR REQUIREMENT. YOU UNDERSTAND AND AGREE THAT MONEY DAMAGES MAY NOT BE A SUFFICIENT REMEDY FOR YOUR BREACH OR THREATENED BREACH OF THIS SECTION OF THE AGREEMENT AND THAT IN SUCH EVENT, IN ADDITION TO ALL OTHER REMEDIES AVAILABLE TO EYELET AT LAW OR EQUITY, EYELET SHALL BE ENTITLED TO SEEK EQUITABLE RELIEF, INCLUDING INJUNCTION AND SPECIFIC PERFORMANCE WITHOUT NECESSITY OF POSTING ANY BOND. THE FOREGOING COMMITMENTS AND OBLIGATIONS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND REMAIN IN FORCE IN PERPETUITY.

J. CHANGES IN THE AGREEMENT

1. Eyelet reserves the right at any time to modify this Agreement and to add new or additional terms or conditions on your use of the Website and/or Services. Such modifications and the additional terms and conditions thereof will be duly notified to You and You will be able to either accept and agree with new terms and conditions or delete your account and any and all Materials uploaded into Eyelet’s Website.

K. TERMINATION AND SUSPENSION OF SERVICES

1. This Agreement is effective until terminated by You or Eyelet. Your rights under this Agreement will terminate automatically if You fail to comply with any of its terms.

2. If You fail, or Eyelet suspects that You have failed, to comply with any of the provisions of this Agreement, Eyelet may, without notice to You: (i) terminate this Agreement and/or user account, and You will remain liable for all amounts due up to and including the date of termination; and/or (ii) terminate your license; and/or (iii) preclude your access to the Website and/or the Services.

3. Eyelet further reserves the right to modify, suspend, or discontinue the Website and/or its functions and features and/or Services and/or licenses (or any part or content thereof) at any time with or without notice to You, and Eyelet will not be liable to You or to any third party should it exercise such rights.

L. GOVERNING LAW AND JURISDICTION.

1. This Agreement and the relationship between You and Eyelet shall be governed by the laws of New South Wales, Australia, excluding its conflicts of law provisions. You and Eyelet agree to submit to the personal and exclusive jurisdiction of the courts located within Sydney, New South Wales, Australia, to resolve any dispute or claim arising from this Agreement.

M. OTHER PROVISIONS

1. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

2. This Agreement constitutes the entire agreement between You and Eyelet and governs your use of the Website and/or Services, superseding any prior agreements with respect to the same subject matter between You and Eyelet. You also may be subject to additional terms and conditions that may apply when You use affiliate services, third-party content, third-party software, or additional services. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Eyelet's failure to enforce any right or provisions in this Agreement will not constitute a waiver of such or any other provision. Eyelet will not be responsible for failures to fulfill any obligations due to causes beyond its control.

3. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Website and/or Services. Your use of the Website and/or Services may also be subject to other laws.

4. You hereby grant Eyelet the right to take steps Eyelet believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You agree that Eyelet has the right, without liability to You, to disclose any Data and/or information to law enforcement authorities, government officials, and/or a third party, as Eyelet believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Eyelet's right to cooperate with any legal process relating to your use of the Website and/or Services and/or content therein, and/or a third-party claim that your use of the Website and/or Services and/or content therein is unlawful and/or infringes such third party's rights).

5. For the purposes of this Agreement, You and Eyelet are independent contracting parties, and nothing herein will be construed as creating an agency relationship, a fiduciary relationship, an employer-employee relationship, a partnership, a joint venture, or an obligation to form any such relationship or entity between You and Eyelet.

6. This Agreement and the rights herein granted to Eyelet may be sold, licensed, assigned or transferred by Eyelet to its successors, licensees or assignees, including companies being part of the Eyelet’s capital group. You cannot assign this Agreement and all its rights as herein provided, without the prior written consent of Eyelet.

Last Updated: June 18^th, 2019