From the Start Date, we agree to provide the "Booking Services" described below, including Booking Services Inclusions:

• (a) Provide an interactive location where the Properties can be booked for use, with such location to be at the discretion of Staylonger (Platform);
• (b) Provide details of the Booking for your approval via the Platform, which may or may not include information related to the Guest, which should be considered confidential; and
• (c) Service and maintain the Booking Platform to operate make the representations promised within the Terms.

Staylonger makes no warranties that it has processes that will qualify the details, or the quality, of a Guest for a Booking.

From the Start Date, we agree to provide the "Listing Services" described below:

• (a) Provide an interactive location where Properties can be listed, and content adjusted on the Platform for each Property (each of the Properties, a "Listing");
• (b) Promote and market the Listing on the Platform; and
• (c) Provide tools that allows editing of the Listing, at the discretion of Staylonger.

Without narrowing the scope or terms of our Privacy Policy as referenced in Applicable Policies in the Reference Schedule:

• (a) You acknowledge and agree that we may store your data through cloud-based services, and potentially other locations outside Australia.
• (b) We will use our best efforts to ensure that your data stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
• (c) In the event that your data is lost due to a system failure (e.g. a database or web server crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.

• (a) You acknowledge and agree that third party terms & conditions (Third Party Terms) may apply to your use of the Platform, like Stripe, a payment service provider.
• (b) You agree to any Third Party Terms applicable to any third party goods and services that are used in providing the Platform (Third Party Service), and we will not be liable for any loss or damage suffered by you in connection with such Third Party Service.
• (c) Without limiting clause 4.2(b), we will take reasonable steps to notify you of Third Party Terms if relevant to our Services to you.
• (d) You acknowledge and agree that issues can arise with transferring data between the Platform and any Third Party Service, and when integrating Platform with a Third Party Service. We cannot guarantee the integration processes with Third Party Services will be free from errors, defects or delay. You agree that we will not be liable for the functionality of any Third Party Service, including any reliance on it by the Platform.

You agree that you have sole responsibility to determine and comply with your obligations to collect, pay and report any applicable sales taxes, indirect sales tax, occupancy tax, tourist or visitor taxes or income taxes ("Taxes") in relation to Bookings. You also agree that it is your responsibility to include and incorporate any applicable Taxes in your Booking Fees.

Tax regulations may mean that we have to collect Tax information from you. They may also mean that we have to hold back an amount equivalent to Taxes from payments that we make to you. If you don't provide us with the necessary Tax information under applicable law to enable us to comply with any obligation that we have to keep back Taxes from payments to you, then we are entitled to keep back payments to you to the same value as the relevant Taxes until the obligation has been complied with.

You agree and understand that (depending on where your Property is located) certain Taxes may be calculated as a percentage of the Booking Fees, an amount per day or other method of calculation. These Taxes:

• (a) are set by appropriate governmental agencies, departments or other authorities (Tax Authority);
• (b) must be collected from Guests; and
• (c) may be referred to as (amongst other things) tourist tax, occupancy tax, city tax, room tax or other names (Tourist Taxes). You understand and agree that Tourist Taxes need to be paid to the relevant Tax Authority.

• (a) We may decide in our sole discretion to collect and pay to the relevant Tax Authority the Tourist Taxes due on Bookings. We will do this in accordance with the terms of this Agreement and the Terms of Service (Collection and Payment).
• (b) We may decide to implement direct Collection and Payment where the appropriate jurisdiction requires either us or you, as Host, to collect and pay Tourist Taxes. If we do decide to implement direct Collection and Payment, you hereby instruct and authorise us to collect Tourist Taxes from your Guests on your behalf. We will do this when we collect Fee for a Booking and we will remit the appropriate Tourist Taxes that we collect to the relevant Tax Authority.
• (c) Even in jurisdictions where we and/or you are not required to collect and pay Tourist Taxes, we may decide in our sole discretion to collect Tourist Taxes from your Guest and pay these Tourist Taxes to you if you provide us with relevant tax information that shows that you are eligible and qualified to accept the Tourist Taxes. If we do this then you agree that you will report and pay the Tourist Taxes to the appropriate Tax Authority.
• (d) You confirm and agree that you are solely responsible for calculating the Tourist Taxes due on a Booking and for including those in your Booking Fees on our Platform. You also agree that you are solely responsible for paying the Tourist Taxes directly to the relevant Tax Authority. We have no liability if you fail to comply with any applicable tax reporting or payment obligations.
• (e) We may at any time stop Collection and Payment services provided that we will let you know if we do. This does not remove your liability to collect and pay relevant Taxes relating to Bookings to the appropriate Tax Authority.

If we collect Tourist Taxes when the Guest makes a Booking you agree that you will not collect any Tourist Taxes that we are collecting for the Booking.

You agree that if the Taxes that we collect and/or pay on your behalf do not fully discharge your tax obligations on a Booking then you will pay to us or the relevant Tax Authority the balance due. You agree that we have no liability to you other than a potential obligation to pay Tourist Taxes that we have collected on the Booking.

By sending, uploading or posting any Listing Material to the Platform:

• (a) you are authorised to provide the Listing Material;
• (b) the Listing Material is an accurate and true reflection of each Property at the time it is provided, and should it no longer be the case, you will notify us immediately, and provide accurate Listing Material for the relevant Property;
• (c) the Listing Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
• (d) the Listing Material is not "passing off" of any product or service and does not constitute unfair competition;
• (e) the Listing Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
• (f) the Listing Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system;
• (g) If the quality of the Listing Material is not to a standard (e.g. resolution, key Property features) required by us in our absolute discretion, then we will not be under any obligation to use the same; and
• (h) the Listing Material does not breach or infringe any applicable laws.

We need certain permissions from you to provide the Platform with the Listing Content. The following ensures we have the rights required to provide the Platform successfully for all who have access to it:

• (a) You grant us the right to promote the Property on your behalf worldwide, and on any media for the Term of this Agreement as we deem appropriate for finding the best Booking possible for your Properties;
• (b) You warrant you own, or are authorised to use, the Intellectual Property Rights (for example copyright or registered trademarks) in any Listing Material that you create and share on the Platform. Nothing in these Terms takes away the rights you have to your own Listing Material.
• (c) Upon sharing, posting, or uploading Listing Material to the Platform, you grant to us a non-exclusive, perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce, create and reproduce derivative copies, display publicly and distribute copies, display publicly and distribute copies of derivative works and adapt any relevant Intellectual Property Rights in any Listing Material in order for us to use, exploit or otherwise enjoy the benefit of such Listing Material (consistent with your privacy and application settings) on the Platform or in any marketing material created at our discretion.
• (d) If it is determined that you retain moral rights (including rights of attribution or integrity) in any Listing Material, you forever release us from any and all claims that you could assert against us by virtue of any such moral rights.
• (e) You warrant that Listing Material may still exist online in some format after termination, and provided Staylonger does not actively promote the Listing, such existence of the Listing Material online does not breach the Terms.

• (a) The Platform acts as a passive conduit for the online distribution of Listing Material for the purpose of delivering the Services and has no obligation to screen Listing Material.
• (b) We may, in our absolute discretion, review and remove any Listing or Listing Material at any time without giving any explanation or justification.

(a) (Our Warranties) We warrant that:

• (i) the Platform will be provided and perform substantially in the manner as described to you in, and subject to, these Terms; and
• (ii) to our knowledge, the use of the Platform will not infringe the Intellectual Property Rights of any third party.

(b) (Your Warranties) You warrant that:

• (i) You have valid authority to enter into these Terms on behalf of any entity represented as a party hereto;
• (ii) You have valid authority to access and/or own the Properties; and
• (iii) You expressly understand and agree that your use of the Platform is at your sole risk.

(c) (Errors) We will use our reasonable endeavours to correct any errors, bugs or defects in the Platform and which are notified to us by you unless the errors, bugs or defects:

• (i) result from the interaction of the Platform with any other Platform or any computer hardware, Platform or services not approved in writing by us;
• (ii) result from any misuse of the Platform; or
• (iii) result from the use of the Platform by you other than in accordance with these Terms.

(d) (Exclusion) To the maximum extent permitted by applicable law:

(i) all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in these Terms are excluded. In particular, us and its licensors and resellers do not represent or warrant to you that:

• A. your use of the Platform will meet your requirements,
• B. your use of the Platform will be uninterrupted, timely, secure or free from error,
• C. any information obtained by you as a result of your use of the Platform will be accurate or reliable, and
• D. that defects in the operation or functionality of any software provided to you as part of the Platform will be corrected.

• (ii) Any material downloaded or otherwise obtained through the use of the Platform is done at your own discretion and risk and you will be solely responsible for any damage to any system or other device or loss of data that results from the download of any such material.
• (iii) No advice or information, whether oral or written, obtained by you from us or through the Platform shall create any warranty not expressly stated in these Terms.
• (iv) We further expressly disclaim all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.

(e) (Consumer law) Nothing in these Terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services we provide.

(a) To the maximum extent permitted by law, our liability for all claims in aggregate (whether those claims be for breach of contract, negligence or otherwise, and whether those claims be only for economic loss, or for personal injury or other damage) arising under or in connection with these Terms, the Platform:

• (i) is totally excluded, to the extent it concerns liability for indirect, special and consequential damages, and damages (whether direct or indirect) reflecting loss of revenue, loss of profits and loss of goodwill (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)); and
• (ii) is limited, insofar as concerns other liability, to the amount equal to the past six months of the Fees paid to us under these Terms as at the date the event giving rise to the relevant liability occurs (or, where there are multiple events, the date of the first such event).

(b) You expressly understand and agree that we shall not be liable to you for any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of:

• (i) any changes which we may make to the Platform, or for any permanent or temporary cessation in the provision of the Platform (or any features within the Platform);
• (ii) the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Platform;
• (iii) your failure to provide us with accurate account information; or
• (iv) your failure to keep your password or account details secure and confidential.

You indemnify us and our Personnel from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise in connection with:

• (a) The Properties, the owners of the Properties, or any of the Properties at any time, including without limitation, behaviour of Guests whether legal, negligent or otherwise;
• (b) any breach of these Terms by you or your Personnel;
• (c) any act or omission of you or your Personnel;
• (d) any Listing Material you submit, share, upload, post or display onto the Platform;
• (e) any use by our end users or Guests of your Listing Material; or
• (f) any claim that your Listing Material violates any applicable law, including but not limited to laws that infringe the rights of a third party or related to Host obligations under Codes, regulations or laws related to property management or agency.

• (a) You agree to comply with the cancellation terms within the Guest Booking Terms, as adjusted from time to time applies to any Guest's Booking of your Property.
• (b) For the avoidance of doubt, we may require the return of Stay Fee or other Fees to comply with (a) above, and you agree to such Fees being charged to any credit card held by us, and if not available, you agree to prompt payment of the same within thirty (30) days of an accurate invoice from us for the same.
• (c) Should you request to cancel a Booking after it has been confirmed (including as an Instant Booking) for extenuating and extraordinary circumstances, our Host Cancellation Policy will apply.
• (d) Should the Guest have stayed their Minimum Stay, you or they may cancel with 30 days notice, provided no party has breached obligations within this Agreement.

• (a) You may cancel your access to the Services by providing notice to us with at least 30 days beyond the expiry of the then current billing cycle, or the last day of the furthest Booking in the future for your Properties, whatever is the later (Cancellation Date). Your access to the Platform will end and you will be charged for relevant Fees up to and including the Cancellation Date.
• (b) Any further effort required by us for assistance, including but not limited to retrieval of data or Listing Material (which may or may not be possible), may require further fees being paid by you.
• (c) You acknowledge that we may revoke access to the Platform at any time if we consider, in our absolute discretion, that you are in breach or are likely to breach these Terms (also "Cancellation Date"), which will not prejudice any rights we may have in law or equity for a relevant remedy.

(d) As of the Cancellation Date:

• (i) You must honour all Bookings made on the Platform in the future at that date;
• (ii) You agree to promptly return (where possible) or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and/or Intellectual Property, in a manner requested by us, and to our satisfaction, acting reasonably.
• (iii) We will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to these Terms constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on termination of these Terms.
• (iv) The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms.

This agreement is governed by the law applying in Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

you cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

By listing a property, accepting a booking, or otherwise using this platform as a host, you acknowledge and agree that all interactions, agreements, and transactions conducted via this website—including the acceptance of these Terms and Conditions—are legally binding and enforceable under the Electronic Transactions (Victoria) Act 2000 ("the Act").

• (a) (singular and plural) words in the singular includes the plural (and vice versa);
• (b) (gender) words indicating a gender includes the corresponding words of any other gender;
• (c) (defined terms) if a word or phrase is given a defined meaning either in the body of the Agreement, the Reference Schedule, or in clause 14, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
• (d) (person) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
• (e) (party) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
• (f) (this agreement) a reference to a party, clause, paragraph, schedule, including the Reference Schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
• (g) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
• (h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
• (i) (includes) the word "includes" and similar words in any form is not a word of limitation; and
• (j) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.