INTRODUCTION

The Company provides the Uthru online real estate listing platform. Use of Uthru is subject to these Terms of Service.

SAFELY FINDING YOUR DREAM HOME THROUGH COVID-19

Uthru was created to make property viewings safer by giving buyers and renters private access to vacant properties. But in case you had some questions about what to do amidst COVID-19, we’re here to help.

In a nutshell:

It’s up to all of us to keep each other and our community safe. We can protect ourselves and others by practicing good hygiene. That means when inspecting your next dream home, follow precautions such as sanitising your hands before and after your visit, avoiding touching your face and disposing of tissues hygienically. Avoid touching furniture and surfaces, and wipe down lightswitches and locks with disinfectant wipes. And of course, don’t visit a property if you’re unwell or need to self-isolate.

General health precautions

We all have a role to play to limit the spread of the virus. Stay safe by following the Australian Government’s advice:

• clean your hands with an alcohol-based hand rub or wash them with soap and water, at regular intervals and before and after visiting a property;
• wear a face mask inside;
• get tested and stay at home if you feel unwell;
• don't leave any tissues or other rubbish in the property; and
• avoid touching your eyes, mouth or nose.

You can also find more information on the World Health Organisation’s COVID-19 advice for the public.

Staying healthy while you search

Cleaning

We give renters and buyers the independence to inspect properties agent-free, which means we also rely on each person taking personal responsibility for cleaning to protect themselves and others.

Ideally, avoid getting touchy. But it’s a good idea to bring along some disinfectant wipes or alcohol spray to clean necessary objects and surfaces before and after your visit:

• keys, keypads, fobs and remotes
• lockbox
• door and cupboard handles
• window winders
• any buttons or touch screens
• benchtops
• lightswitches and other fixtures

And it goes without saying—property agents and owners will be doing the same.

If you’re unwell

Don’t risk it. There’s a chance you may have the virus, so cancel your booking straight away. You won’t be charged.

Even if you’re feeling fine, you shouldn’t inspect a property if you’ve been overseas in the last 14 days, have been in close contact with a confirmed case of COVID-19 or have to self-isolate for any other reason.

Contact tracing

We keep a record of inspections so if we learn someone infectious has visited a property, we’ll let you and any other visitors know immediately, and we’ll make it unavailable for bookings until it’s cleaned.

Of course, if you or anyone visiting with you tests positive with the virus, let us know straight away by emailing hello@uthru.io so we can protect other community members.

The safety and wellbeing of our Uthru community is at the heart of what we do. If you have any questions, feel free to get in touch via email.

DEFINITIONS

The following terms are used regularly throughout these Terms of Service and have a particular meaning: (a) ABN means Australian Business Number. (b) Access Code means the code to open a Lockbox. (c) Account means a registered account with Uthru. (d) Agent means a register user of Uthru that manages Listings. (e) Booking means a booking for an Inspection made via Uthru. (f) Booking Fee means a Fee to make a Booking payable by the Customer. (g) Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Victoria, Australia. (h) Company means U Thru Pty Ltd ABN 96 640 410 475 (i) Corporations Act means the Corporations Act 2001 (Cth). (j) Customer means a registered user of Uthru that holds an Account to make Bookings. (k) Customer Data means any information, documents or other data that is uploaded into Uthru by the Customer, or that otherwise forms part of the User's Intellectual Property but excludes any derivative data (such as analytics). (l) Fee means a fee charged by the Company for use of Uthru and especially the Booking Fee. (m) GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth). (n) Intellectual Property means all copyright, patents, inventions, trade secrets, know- how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property. (o) Inspection means a scheduled viewing of a Listing pursuant to a Booking. (p) Lockbox means the locked box containing the key to access a Listing. (q) Listing means real estate that is listed on Uthru by Agents. (r) Listing Content means any information contained with respect to a Listing that is made available to Customers, including (without limitation) address and photos of the Listing, and description of the Listing’s features (such as number of bedrooms and bathrooms). (s) Payment Gateway means Stripe or such other payment system the Company may adopt within Aeyons from time-to-time. (t) Personal Information has the same meaning as in the Privacy Act. (u) Privacy Act means the Privacy Act 1988 (Cth). (v) Privacy Policy means the Company’s privacy policy as updated from time-to-time, published on the Site. (w) REIV Covid Policy means The Real Estate Institute of Victoria’s policy regarding real estate inspections during the COVID-19 crisis, as may be updated from time-to-time. (x) Site means http:/www.uthru.io/ and any other URL where the Company makes Uthru available from time-to-time. (y) Stripe means the cloud payments platform accessible at https://www.stripe.com/. (z) Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth). (aa) Terms of Service means the terms and conditions of using Uthru by the Customer, as updated from time-to-time, published on the Site. (bb) Third Party Service Provider means a third-party service provider engaged by the Company. (cc) User means any user of Uthru, including Customers and Agents. (dd) Uthru means the Company’s “Uthru” digital real estate listing platform. (ee) Verification Fee means a Fee charged to verify the Customer to create an Account payable by the Customer.

1 USING UTHRU

1.2 General (a) To use all features of Uthru, the Customer must log into Uthru and have set up their Account. (b) The Customer agrees that all use of Uthru is subject to these Terms of Service. (c) Anyone over the age of 18 may use Uthru. People under 18 years of age must not use Uthru without their parent or legal guardian’s consent. (d) The Company may suspend the Account or restrict the access of any Customer that breaches these Terms of Service. (e) Uthru is a digital platform connecting Customers with Agents for Listings only and the Company is not responsible in any way for the conduct or interactions of Users. The Customer acknowledges that the Company is not a real estate broker, agent or insurer.

1.3 Account & Verification (a) The Customer must provide their name, number and email address as part of the Account sign up process. (b) The Customer must provide accurate and complete information when setting up an Account and, if necessary, update their Account to ensure that such information is maintained as current for the duration of these Terms of Service. (c) The Customer must verify their identify and pay the Verification Fee in order to successfully create an Account. (d) The verification process shall be completed by a Third Party Service Provider in accordance with the Third Party Service Provider’s standard verification procedure and include the submission of identification documents. (e) The Company shall have no involvement in the verification process, will not receive any identification documents and cannot be held responsible for the timeliness and/or outcome of the verification process.

1.4 Features (a) Uthru may allow a Customer to: i Browse, filter, search and share Listings; ii View available timeslots for Inspections; iii Make and pay for Bookings; iv Obtain Access Codes for Listings; v Receive Booking Confirmations and other notifications; and vi Such other features the Company may make available from time-to-time.

1.5 Listings (a) The Customer acknowledges and agrees that Listings are under the control of Agents and the Company simply provides the platform for Agents to advertise Listings. (b) The Company shall not be held liable in any way with respect to Listing Content made available to the Customer and does not make any representations that Listing Content is complete, accurate or up-to-date. (c) If the Customer has good grounds to believe that specific Listing Content is false, inaccurate or misrepresenting, then the Customer may notify the Company in writing setting out its concerns, upon which the Company may, in its complete discretion, contact the relevant Agent to discuss the issues. (d) The Company may decline to publish or promote any Listing in its absolute discretion.

1.6 Bookings (a) A Booking is not confirmed until the Customer completes payment of the Booking Fee via Uthru. (b) Once the Booking Fee is paid and Booking confirmed, the Customer will receive a confirmation email with the Inspection details and the relevant Access Code (Booking Confirmation). (c) The Customer must not share the Booking Confirmation, and especially the Access Code, with any third party without the Company and/or Agent’s prior written consent. (d) The Customer shall not attend the Listing to carry out an Inspection without first receiving a Booking Confirmation. (e) The Customer is solely responsible for determining the appropriateness and suitability of any Listing prior to making a Booking. (f) The Customer cannot be refunded the Booking Fee or otherwise be reimbursed for any Booking because the Customer does not like or approve of the particular Listing.

1.7 Inspections (a) The Customer must attend the Listing at the scheduled time and carry out the Inspection within the agreed time limits as described in the Booking Confirmation or otherwise notified to the Customer. (b) The Customer acknowledges that access to the Listing will be limited to the period of time allocated for the scheduled Inspection only and any access to the Listing outside these times will be restricted, unless permitted otherwise by the relevant Agent. (c) The Customer cannot be refunded the Booking Fee or otherwise be reimbursed for any Booking because the Customer is late and does not arrive at the Listing at the agreed time for the Inspection. (d) The Customer shall comply the Company and/or Agent’s reasonable directions regarding carrying out Inspections, such as the maximum number of people who can attend the Inspection. (e) The Customer shall use the Access Code to open the Lockbox to obtain the key required to access the Listing and must return the key in the Lockbox following completion of the Inspection. (f) Following completion of the Inspection, the Customer may be requested to complete a short survey with respect to the Listing which may include (without limitation): i Whether the Customer likes the Listing; ii Whether the Customer wishes to view the Listing again; iii Whether the Customer noticed any damage to the Listing; and iv Where requested, have the Customer submit photos of specific areas of the Listing taken during the Inspection.

1.8 Inspection Policies (a) The Customer must comply with any policies, guidelines, health directives or other terms and conditions with respect to Inspections notified to the Customer at any time prior to the Inspection (Policies), including (without limitation) the REIV Covid Policy to which the Company adheres. (b) Nothing in this Agreement, limits the Company from updating any Policies at any time prior to an Inspection. (c) The Customer must comply with all prevailing laws, regulations and/or public health directives at the time of Inspection.

1.9 Damage (a) The Customer must not damage any property when carrying out an Inspection, whether accidental or intentional. (b) In the event that the Customer does cause any damage to the Listing, however minor, the Customer must immediately notify the Company of the details of the damage. (c) The Customer agrees that they shall be responsible for the reasonable costs of any damage to property they cause to a Listing and authorises the Company to charge their credit card following written notice to the Customer of the relevant costs of damage. (d) The Customer shall have 3 Business Days from the date notice is received under (c) above to dispute any proposed charges to their credit card, after such time the Customer will be deemed to have accepted the amount of costs to be charged against their credit cards.

1.10 Rescheduling (a) In order to reschedule an Inspection, the Customer must notify the Company and/or the Agent no less than 24 hours prior to the scheduled start time of the Inspection. (b) If less than 24 hours’ notice is provided to reschedule an Inspection, then the Customer must pay the Booking Fee again to make a new Booking, unless otherwise agreed by the Company in its absolute discretion. (c) The Company accepts no responsibility or liability for any Inspection that does not proceed by no fault of the Company. (d) For clarity, the Customer my only reschedule and not cancel an Inspection.

1.11 Conduct (a) The Customer acknowledges and accepts that: i The Company accepts no responsibility for the conduct of any Agent on Uthru; ii The Company makes no warranty as to the character or credentials of any Agent; iii The Company makes no representation as to the quality or suitability of Listings; iv The Company accepts no responsibility for any interaction between Users, whether that interaction occurs via Uthru or not; and v The Company makes no warranty or representation as to the accuracy of any information provided by any User.

2 FEES, PAYMENTS AND REFUNDS

2.1 Fees (a) The Customer must pay the Booking Fee to make a Booking. (b) All payments shall be made via the Payment Gateway within Uthru, or in such other manner as the Company may direct or agreed between the parties from time-to-time. (c) The Company reserves the right to introduce or change any Fees from time-to-time by giving the Customer written notice. (d) If the Customer does not accept the introduction or change to any Fees, then they can simply terminate their Account and stop using Uthru.

2.2 Currency All Fees are payable in Australian dollars, however transactions may be processed in an equivalent foreign currency (such as US dollars or Euros).

2.3 GST For Customers in Australia, GST is applicable to any Fees charged by the Company to the Customer. Unless expressed otherwise, all Fees shall be deemed inclusive of GST. The Company will provide the Customer with a Tax Invoice for any payments.

2.4 Refunds (a) The Company shall only provide refunds where: i The Customer cannot access the Listing by no fault of their own; ii The Listing is wholly inconsistent with as described in the Listing Content; and/or iii The Inspection is cancelled by the Agent and/or the Company. (b) No other refunds are provided except where required under law.

3 GENERAL CONDITIONS

3.1 Licence (a) By accepting the terms and conditions of this Agreement, the Customer is granted a limited, non-exclusive and revocable licence to access and use Uthru for the duration of this Agreement, in accordance with these Terms of Service. (b) The Company may revoke or suspend the Customer’s licence(s) in its absolute discretion for any reason that it sees fit, including for breach of these Terms of Service by the Customer.

3.2 Modification of Terms (a) These Terms of Service may be updated by the Company from time-to-time. (b) Where the Company modifies the terms, it will provide the Customer with written notice, and the Customer will be required to accept the modified terms in order to continue using Uthru.

3.3 Support (a) The Company provides support for Uthru via the email address support@uthru.io. (b) The Company shall endeavour to respond to all support requests within 2 Business Days.

3.4 Hosting & Improvements (a) The Customer agrees and accepts that Uthru is: i Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the Customer’s systems; and ii Managed and supported exclusively by the Company from the Company’s servers and that no ‘back-end’ access to Uthru is available to the Customer unless expressly agreed in writing. (b) As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter Uthru.

3.5 Third Party Dependencies The Customer agrees and acknowledges that Uthru has third party dependencies which may affect its availability, including (without limitation) internet service providers and hosting services, and that the Company has no means of controlling the availability of such dependencies and shall not be liable for any interruptions to such.

3.6 Use & Availability (a) The Customer agrees that it shall only use Uthru for legal purposes and shall not use it to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion. (b) The Customer is solely responsible for the security of its username and password for access to Uthru. The Customer shall notify the Company as soon as it becomes aware of any unauthorised access of its Account. (c) The Customer agrees that the Company shall provide access to Uthru to the best of its abilities, however: i Access to Uthru may be prevented by issues outside of its control; and ii It accepts no responsibility for ongoing access to Uthru.

3.7 Privacy (a) The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Act for data that it collects about the Customer. (b) The Privacy Policy does not apply to how the Customer handles personal information. If necessary under the Privacy Act, it is the Customer’s responsibility to meet the obligations of the Privacy Act by implementing a privacy policy in accordance with law. (c) The Customer acknowledges and accepts: i The Company may share the personal information provided by the Customer with the Agent as part of making a Booking; ii All information input into Uthru about an individual is provided with that individual’s consent; and iii The Customer must ensure that all Personal Information they enter into Uthru is true and accurate and agrees to update that information in order to ensure that it is current. (d) Uthru may use cookies (a small electronic tracking code) to improve a Customer’s experience while browsing, while also sending browsing information back to the Company. The Customer may manage how it handles cookies in its own browser settings.

3.8 Intellectual Property (a) Trade marks. The Company has moral & registered rights in its trade marks and the Customer shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company. (b) Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the Customer agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The Customer warrants that it shall not infringe on any third-party rights through the use of Uthru. (c) Content. All content (excluding Customer Data) submitted to the Company, whether via Uthru or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the Customer or any other party with respect to Uthru.

3.9 Liability & Indemnity (a) The Customer agrees that it uses Uthru at its own risk. (b) The Company provides a digital platform to facilitate the sale and rental of Listings only. (c) The Company is not responsible for any actions or omissions arising from, or incidental to, Bookings, Inspections and/or Listings, including any information provided to the Customer and any decision made by the Customer in reliance on such information. (d) The Customer agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the Customer’s use of or conduct in connection with Uthru, including any breach by the Customer of these Terms of Service. (e) In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, damage to property, injury, illness, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the Customer’s access to, or use of, or inability to use Uthru, including any damage or loss incurred during an Inspection, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, injury, illness or business interruption of any type, whether in tort, contract or otherwise. (f) Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to: i The re-supply of services or payment of the cost of re-supply of services; or ii The replacement or repair of goods or payment of the cost of replacement or repair.

3.10 Termination (a) Either party may terminate this Agreement at any time by giving the other party written notice or cancelling an Account. (b) Termination of this agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this agreement up to the date of expiry or termination. 3.11 Electronic Communication & Notices (a) The parties agree to be bound by this Agreement where these Terms of Service are accepted by the Customer electronically. (b) The Customer can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement. The Company will notify the Customer of a change of details from time-to-time. (c) The Company will send the Customer notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the Customer’s responsibility to update its contact details as they change. (d) A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law. (e) Notices must be sent to the parties’ most recent known contact details.

3.12 General (a) Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing. (b) Assignment. i The Customer may not assign or otherwise create an interest in this Agreement. ii The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the Customer. (c) Prevalence. To the extent this Agreement is in conflict with, or inconsistent with any Special Conditions made under this Agreement, the terms of those Special Conditions shall prevail. (d) Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement. (e) Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership. (f) Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing. (g) Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it. (h) Governing Law. This Agreement is governed by the laws of Victoria, Australia. Each of the parties hereby submits to the exclusive jurisdiction of courts with jurisdiction there. (i) Severability. Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.