The All in One Marketing Platform

AMS - Subscription Agreement

&

Terms and Conditions

Subscription Agreement:

This Subscription Agreement (the "Agreement") is entered into between All Marketing Solutions PTY LTD (the "Vendor") and the user (the "Subscriber") for access to All Marketing Solutions - SMP (the "Service").

Subscription Grant

The Vendor grants the Subscriber a non-exclusive and non-transferable subscription (the "Subscription") to access and use the Service.

Definitions

Services

1. "Service" refers to the online platform, including the associated software, documentation, and any other related files.

Ownership and Restrictions

2. The Vendor retains title, copyright, intellectual property rights, and distribution rights to the Service. The Subscriber acknowledges that this Agreement grants a subscription for use only and does not transfer ownership rights.

Scope of Subscription

3. This Agreement provides the Subscriber with a monthly subscription to access and use the Service and ability to purchase add-on products and services on offer that may incur additional fees.
   Eg. Dedicated Phone Number, SMS service, Bulk Outbound Email, done for you setting up and building out of features etc.

Non-Transferability

4. The Subscriber may not transfer or assign the rights and obligations granted under this Agreement to any other person or legal entity. The Subscriber may not make the Service available for use by third parties.

Prohibited Actions

5. The Subscriber shall not modify, reverse-engineer, or decompile the Service through any means or technologies, whether current or future.

Breach of Subscription

6. Failure to comply with the terms under the Subscription section will be considered a material breach of this Agreement.

Subscription Fee

7. The monthly subscription fee paid by the Subscriber constitutes the consideration for this Agreement.

Limitation of Liability

8. The Vendor's liability is limited to a maximum of the total subscription fees paid by the Subscriber. The Vendor shall not be liable for any general, special, incidental, or consequential damages arising from the use of or failure to use the Service.

No Warranty

9. The Vendor makes no warranty, expressed or implied, regarding the fitness or suitability of the Service for a particular purpose. The Subscriber accepts that the Service may contain bugs and flaws within an acceptable industry level.

Warranties and Representations

10. The Vendor warrants and represents that it holds the necessary rights to provide the Service and that granting this subscription does not violate any other agreements, copyrights, or applicable statutes.

Acceptance

11. By subscribing to the Service, the Subscriber accepts all the terms, conditions, and obligations of this Agreement.

Term and Termination

12. This Agreement begins upon acceptance and continues on a month-to-month basis. Either party may terminate the Agreement by providing 1 months written notice. On termination, the Subscriber's access to the Service will be disabled.

Force Majeure

13. The Vendor shall not be liable for any failure to fulfil its obligations under this Agreement due to Force Majeure events. Force Majeure includes unforeseen and uncontrollable events such as earthquakes, floods, fires, and wars.

Support and Upgrades

14. Support and upgrades are available to the Subscriber at the Vendor's discretion and may be subject to additional fees.

Governing Law and Jurisdiction

15. The Parties agree that any disputes arising from this Agreement will be subject to the jurisdiction of the courts of the State of Queensland. This Agreement will be enforced and interpreted according to the laws of the State of Queensland, Australia.

Miscellaneous

16. Modifications to this Agreement must be made in writing and signed by both parties. This Agreement does not create an agency or partnership relationship between the Vendor and the Subscriber. The headings used in this Agreement are for convenience only and shall not affect its interpretation. References to singular include plural and vice versa, and references to one gender include all genders. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

Entire Agreement

17. This Agreement constitutes the entire agreement between the parties and supersedes any prior understandings or agreements. Any representations made by any party prior to this Agreement are declared to be of no value and shall not bind the parties. Only the written terms of this Agreement shall be binding upon the parties.

Successors and Assigns

18. This Agreement and its terms and conditions shall be binding upon the successors and assigns of the Vendor.

Notices

19. All notices to the Vendor under this Agreement shall be provided in writing to the following address: All Marketing Solutions PTY LTD U2, 9 Berge Street, Mount Gravatt, QLD 4122

Confirmation of Subscription Order

20. By clicking the “Complete Order” button of the “Subscription Signup Page” you are accepting and agreeing to the “Subscription Agreement” and “Term and Conditions” of All Marketing Solutions PTY LTD and its services provided.

Terms & Conditions

All Marketing Solutions PTY LTD - TERMS & CONDITIONS

These terms and conditions form part of All Marketing Solutions PTY LTD Subscription agreement with you (“agreement”) and apply to the services or products you have specified overleaf and for which you wish to retain (“Services”). In these terms and conditions (“terms”), all references to ‘us’, ‘we’, ‘our’, or ‘the Company’, refers to All Marketing Solutions Pty Ltd. All references to ‘you’, ‘your’, ‘the client’ are reference to the person who accepted this agreement by subscribing to the service.

1.    Contract terms. From the date of the agreement, you are agreeing to a monthly subscription agreement

2.    Notices - All notice for requests to change the engagement terms of this agreement must be given in writing by email to the Company’s email address. Phone, personal, or other electronic requests will not be accepted.

3.    Any instructions received by us from you for the supply of Services and/or your acceptance of Services supplied by us shall constitute acceptance of the terms contained herein.

Acceptance

4.   Upon acceptance of these terms by you, these terms are irrevocable and can only be rescinded in accordance with these terms or with the written consent of the directors of the Company.

5.   None of our agents or representatives are authorised to make any representations or statements, conditions or agreements not expressed by the directors of the Company in writing nor is the Company bound by any such unauthorised statements. You hereby disclaim any right to rescind, or cancel this agreement or to sue for damages or to claim restitution arising out of any servant or agent of the Company and you acknowledge that you engage with the Company relying solely upon your own skill and judgement and that we shall not be bound nor responsible for any term, condition, or representation.

Cancellation, Transfer & Termination

6.   You may withdraw from this agreement without penalty or obligation by giving notice pursuant to clause 3 above .

7.   You may request to transfer this agreement to another person by giving notice pursuant to clause 3 above. The Company has sole and absolute discretion in the granting or not granting of requests to transfer.

8.   Any termination of contract after the first monthly subscription payment (this allows for free trials and grace periods) will be submitted by way of 30 day notice period in accordance with term 2 of this agreement.

Payment/ Deposits/ Refunds

9.   Unless otherwise agreed with the directors of the Company, where applicable, a deposit for the Services must be paid on the date this agreement is entered into. The deposit amount is decided at the sole discretion of the Company.

10. At the Company’s sole discretion, payment by the client may be made by way of monthly payments in advance or paid in full for term of initial agreement where applicable. Hereafter, the contract will be a monthly rolling agreement until such time the client wishes to terminate the agreement in accordance with term 8 of this agreement.

11. Interest on any overdue or outstanding amounts shall accrue from the date when payments become due, daily until the date of payment, at a rate of 2.5% compounding per calendar month and shall accrue at such a rate as an administration charge. You agree that this is a fair and reasonable charge and is directly relevant to the likely damage that the Company might suffer as a result of non-payment by you. Interest will be calculated on all outstanding amounts from the date the outstanding amount became payable.

12. Any deposit paid with respect to the Services is not refundable, unless requested pursuant to clause 7 of this agreement. Any

payments made with respect to the Services after the deposit is absolutely not refundable.

13. Should any of the Services be cancelled by the Company for any reason whatsoever, then refunds for the Services will be on a pro-rata basis in relation to the services rendered and calculated on the total cost of the Services less the deposit paid.

14. You acknowledge and agree that you will make full and complete payment of the Services as agreed under this agreement, even in the event you cannot utilise certain Services of the Company for any reason.

15. If you default in payment of any amount due and owing to the Company, you shall indemnify the Company from and against all the Company’s costs and disbursements, including legal costs on an indemnity basis or on a solicitor and

own client basis whichever is the higher and in addition all of the Company’s nominees’ costs of collection inclusive of debt collection and agency fees and commissions.

Forfeiture

16. Without prejudice to any other remedies the Company may have, if at any time you are in breach of any obligation (including those relating to payment), the Company may suspend or terminate the supply of Services to you and any of the Company’s other obligations under these terms. The Company will not be liable to you for any loss or damage, you suffer because the Company exercised its rights under this clause.

17. Warranties - You acknowledge that you are not relying on any warranties, promises, guarantees or representations made by us, or anyone acting or claiming to act on behalf of us unless it is in writing or made part of this agreement. All advertised material and all prior representations or agreements, if any, whether oral or written, are hereby superseded by this agreement. The agreement contains the entire understanding and agreement between you and the Company, and no addition or modification or any terms shall be effective unless set forth in writing and signed by you and us. No salesperson or employee of the Company has authority to modify the terms of this agreement

General Provisions

18. Tax - For Company events occurring in locations that charge Vat, GST, Sales Tax, or other applicable tax, such taxes may be charged to the participant in accordance with local government tax regulations.

19. If any provision of these terms shall be invalid, void, illegal or unenforceable the validity, existence, legality, and enforceability of the remaining provisions shall not be affected, prejudiced, or impaired.

20. The Company shall be under no liability whatsoever to you for any indirect loss and/or expense (including loss of profit) suffered by you arising out of a breach by the Company of these terms. In the event of any breach of this agreement by the Company your remedies shall be limited to damages. Under no circumstances

shall the liability of the Company exceed the price of the Services.

21. You shall not set off, deduct, or reduce against the price of the Services, any amounts due from the Company.

22. Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock out, industrial action, fire, flood, drought, storm, or other event beyond the reasonable control of either party.

23. This agreement is subject to the laws of Queensland. You irrevocably submit to the jurisdiction of Queensland and the Brisbane Registry of the appropriate Court or Tribunal in the event of any dispute.

24. You agree that personal data provided may be used and retained by the Company for the following purposes and for other purposes as

shall be agreed in writing between you and the Company or required by law from time to time:

I.      Provision of Services and good;

II.      Marketing of Services and/or goods by the Company, its agents, or distributors in relation to the Services and goods;

III.       Analysing, verifying and/or checking your credit, payment and/or status in relation to provision of Services/goods;

IV.      Processing of any payment instructions, direct debit facilities and/or credit facilities requested by you;

V.      Enabling the daily operation of your account and/or the collection of amounts outstanding in your account in relation to the Services

or goods.