SERVICES AGREEMENT

General Terms & Conditions Somnio Pty Ltd ta NetAppraise | ABN 69 052 456 032 PARTIES Company: Somnio Pty Ltd trading as NetAppraise (ABN 69 052 456 032), PO Box R60 Royal Exchange NSW 1225. Customer: The individual or entity that accepts this Agreement online, as identified by the name, email address, company name, and ABN/ACN submitted at the time of acceptance. ACCEPTANCE AND AUTHORITY By submitting payment or electronically accepting this Agreement (including by ticking an acceptance box, clicking "I agree", or completing payment), the Customer confirms and warrants that: (a) they have read and understood these terms in full; (b) they are duly authorised to enter into legally binding agreements on behalf of the Customer (whether an individual, company, partnership, or other entity); (c) they have the legal capacity and authority to bind the Customer to this Agreement; and (d) the details submitted at the time of acceptance (including company name, ABN/ACN, and contact information) are accurate and complete. This Agreement is entered into on the date payment is received or electronic acceptance is confirmed, whichever occurs first. A copy of this Agreement will be provided to the Customer by email upon acceptance. BACKGROUND 1. The Customer wishes to receive the services listed as Deliverables in the attached or referenced proposal. 2. The Company has the skills, background, and experience to provide such services. 3. The Customer wishes to engage the Company as an independent contractor to provide the Services. 4. The Company is willing to provide the Services in accordance with the provisions of this Agreement. OPERATIVE PROVISIONS 1. Definitions and Interpretation In this Agreement unless the context indicates otherwise, the following words will have the following meanings: "Background IP" means the Intellectual Property of a Party which was in existence prior to the commencement of this Agreement or which is subsequently developed by that Party independently of and for purposes unconnected with this Agreement. "Claims" means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise). Page 1 of 10 "Confidential Information" includes any information marked as confidential and any information received or developed by the Company during the term of this Agreement, which is not publicly available and relates to processes, equipment and techniques used by the Customer in the course of the Customer's business, including all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information such as customer lists, financial information and business plans. "Services" means the services to be provided by the Company under this Agreement according to the Specification. "Company's Personnel" means any person or persons that the Company designates to perform the Services on the Company's behalf. "Consumer Guarantee" means a guarantee applicable to the supply of goods or services which is incorporated into this Agreement pursuant to Division 1 Part 3-2 of the Australian Consumer Law. "Contract IP" means Intellectual Property created by the Company in the course of performing its obligations under this Agreement. "Customer" has the meaning given in the Parties section above, as identified at the time of online acceptance. "Deliverable" means any goods or services to be supplied by the Company pursuant to this Agreement. "Facilities" means working space, computer equipment, access to the internet and the Customer's computer network, telecommunications system, etc., and includes not only access to such resources but also use of them to the extent required by the Company to perform the Services. "Fee(s)" means the fees set out in the Specification or relevant proposal document. "Force Majeure Event" means any occurrence or omission as a direct or indirect result of which the Party relying on it is prevented from or delayed in performing any of its obligations under this Agreement and which is beyond the reasonable control of that Party and could not have been prevented or mitigated by reasonable diligence or precautionary measures, including forces of nature, natural disasters, acts of terrorism, riots, revolution, civil commotion, epidemic, industrial action and action or inaction by a government agency, but does not include any act or omission of a subcontractor (except to the extent that act or omission is caused by a Force Majeure Event). "GST Law" means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth). "Intellectual Property" includes trademarks, patents, copyrights, processes, know-how, registered designs or other like rights or any right to apply for registration of any of the former. "Losses" means all losses including financial losses, damages, legal costs and other expenses of any nature whatsoever. "Parties" means the Company and the Customer, and "Party" means either one of them. "Personal Information" has the meaning as defined in any applicable Privacy Law. "Privacy Law" means any legislation or administrative requirement (as amended from time to time) imposing an obligation in relation to the collection, use, disclosure, storage and transmission of Personal Information which is applicable to a party in the performance of its obligations under this Agreement. "Specification" means the details of the Services as set out in Schedule 1 of this Agreement and/or the relevant proposal document accepted by the Customer at the time of engagement. "Termination Date" means the earlier of: (i) the date of termination of this Agreement by either Party; and (ii) the date of expiry of this Agreement. In this Agreement unless the context otherwise requires: words importing any gender include every gender; words importing the singular include the plural and vice versa; words importing persons include firms, companies and corporations and vice versa; references to numbered clauses, paragraphs and schedules are references to the relevant clause or paragraph in or schedule to this Agreement; any obligation on any Party not to do or omit to do Page 2 of 10 anything is to include an obligation not to allow that thing to be done or omitted to be done; the headings to the clauses and schedules of this Agreement are not to affect the interpretation; any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or by-law made under that enactment; and the word "including" (and related forms including "includes") means "including without limitation". 2. Services (a) The Company will provide the Services according to the Specification, in consideration for the Customer paying the Fee, subject to the provisions of this Agreement. (b) The Company and the Customer will specify the time and place for the performance of the Services. (c) The Company will use reasonable endeavours to complete the Services, including the provision of data, materials or reports by the dates specified in the Specification or any other dates agreed by the Parties. (d) The Services will be performed by the employees or agents that the Company may choose as most appropriate. (e) Time estimates and Fees are set out in the Specification and/or proposal document. 3. Location The Company will provide the Services in places and locations as agreed by the Parties from time to time, or as the Company considers appropriate to the type and nature of the requirements of the Customer. 4. Fee(s) (a) Payment of Fees (i) In consideration of the provision of the Services in accordance with this Agreement, the Customer will pay the Company the Fee. (ii) Where the Company's charges are based on an hourly rate, any time spent which is less than an hour is charged on a pro-rated basis. (iii) The Customer acknowledges that the Fees are exclusive of any GST that may be charged by the Company, and therefore the Company will be entitled to add GST. (b) Invoicing (i) The Company will provide the Customer with a tax invoice in accordance with the GST Law in relation to Fees payable under this clause. (ii) Payment(s) will be made by the Customer to the Company in accordance with the payment schedule listed in the attached proposal document. (iii) When making a payment, the Customer must quote relevant reference numbers and the invoice number. (iv) Each invoice must include: the date of Services; the name of the individual provided by the Company; a description of Services provided; time allocated per task; and the ABN of the Company. (c) Variation of Fees The Company is entitled to vary their rates during the term of this Agreement with written notice to the Customer prior to the change being implemented. Acceptance of variations is at the discretion of the Customer. (d) Costs and Disbursements Page 3 of 10 The Company is permitted to charge for all costs and expenses reasonably incurred in performing the Services, including travelling, photocopying, courier services, and postage. (e) Failure to Pay If the Customer does not make a payment by the date stated in an invoice or as otherwise provided for in this Agreement, the Company is entitled to: (i) charge interest on the outstanding amount at the rate of 10% per annum above the base lending rate of the Commonwealth Bank of Australia, accruing daily; (ii) require the Customer to pay, in advance, for any Services which have not yet been performed; and (iii) not perform any further Services. (f) Disputed Invoices If the Customer disputes the whole or any portion of the amount claimed in an invoice, the Customer must: (i) pay the undisputed portion in accordance with the terms of payment; and (ii) notify the Company in writing within 7 days of receipt of the invoice of the reasons for disputing the remainder. 5. Company's Personnel (a) Subject to reasonable grounds being disclosed and discussed with the Company, the Customer may request in writing that the Company cease to use a particular person in delivering the Services. (b) If the Customer makes such a request, the Company must, as soon as practicable: (i) cease to provide the services of that person in respect of the Customer's business; and (ii) provide the services of an alternative person as may be reasonably acceptable to the Customer. 6. The Customer's Obligations (a) During the performance of the Services the Customer will: (i) cooperate with the Company as reasonably required; (ii) provide the information and documentation that the Company reasonably requires; (iii) make available to the Company such Facilities as the Company reasonably requires; and (iv) ensure that the Customer's staff and agents cooperate with and assist the Company. (b) The Customer will not charge for the Company's use of the Facilities made available by the Customer. (c) If the Customer does not provide the Facilities that the Company reasonably requires within the required time, any additional costs and expenses reasonably incurred by the Company will be paid by the Customer. 7. No Partnership or Employment Relationship (a) Nothing in this Agreement constitutes the relationship of employer and employee between the Customer and the Company or between the Customer and the Company's Personnel. (b) It is the express intention of the Parties that any such relationships are denied. 8. Use of Subcontractors (a) The Company is permitted to use other persons to provide some or all of the Services. (b) The Company is responsible for the work of any of its subcontractors. (c) Work undertaken by subcontractors will be performed to the same standard as stated in this Agreement and the Specification. (d) To the extent that the terms of any subcontract stipulate a higher standard for any Services, those Services will be governed by the terms of that subcontract. Page 4 of 10 9. Disclosure and Ownership of Intellectual Property (a) Nothing in this Agreement transfers or grants to any Party any right, title or interest in or to any Background IP. The Company grants to the Customer a worldwide, royalty-free, perpetual, irrevocable, transferable, nonexclusive licence to use the Background IP to the extent necessary for the Customer to derive full benefit from its acquisition of the Deliverables. (b) The Customer acknowledges that ownership of the Contract IP remains vested in the Company. The Company grants to the Customer an exclusive, perpetual, fully paid-up, irrevocable, worldwide licence to use the Contract IP for the sole purpose of enabling the Customer to derive full benefit from its acquisition of the Deliverables. (c) The Company acknowledges that the Customer (or its associated entities or persons) owns all Intellectual Property created by the Company in connection with the Services that now exists or later comes into existence. (d) The Company agrees to indemnify the Customer fully against all liabilities, costs and expenses which the Customer may incur if the Contract IP or Background IP infringes the rights of a third party, save that no indemnity obligation arises if the infringement results from: (i) use of the Deliverables in combination with other goods not specifically approved by the Company; (ii) use in a manner not reasonably contemplated or not authorised by the Company; (iii) modification or alteration of the Deliverables without the Company's prior written consent; or (iv) any transaction entered into by the Customer relating to the Deliverables without the Company's prior written consent. (e) The obligations under this clause 9 survive termination or expiry of this Agreement. 10. Confidentiality (a) A Party which receives Confidential Information ("Recipient") from the other Party ("Discloser") must keep the Discloser's Confidential Information confidential and not deal with it in any way that might prejudice its confidentiality. (b) The Recipient's obligations in relation to the Confidential Information will continue for as long as the Confidential Information is maintained on a confidential basis by the Discloser. (c) At the Termination Date, or when earlier directed by the Discloser, all Confidential Information must be returned to the Discloser, including all copies, extracts and summaries, and the Recipient must erase and destroy any copies of any software containing or comprising the Confidential Information. (d) Confidential Information does not include information which: (i) is generally available in the public domain other than as a result of a breach by the Recipient; or (ii) was known by the Recipient prior to disclosure. (e) The Discloser may require any of the Recipient's Personnel to sign a confidentiality agreement in a form approved by the Discloser, as a condition of acceptance. (f) The Recipient agrees to indemnify the Discloser fully against all liabilities, costs and expenses arising from any breach of this clause. (g) The obligations under this clause 10 survive termination or expiry of this Agreement. 11. Privacy (a) The Customer is responsible for obtaining all relevant consents from, and providing all relevant notices to, individuals whose Personal Information is provided to the Company in connection with this Agreement, so as to ensure that the Company's dealings with that information comply with the Company's obligations under any Privacy Laws. (b) The Customer must indemnify the Company against all Losses, liabilities, costs and expenses arising out of its failure to comply with clause 11(a). Page 5 of 10 (c) The Customer must: (i) immediately notify the Company if it becomes aware of any unauthorised access to or disclosure of Personal Information; (ii) comply with any directive from the Company as to which Party will discharge any statutory reporting obligation; (iii) assist the Company in conducting a reasonable and expeditious assessment of any breach; and (iv) ensure compliance with all mandatory data breach reporting obligations. 12. Warranties, Liability and Indemnities (a) Warranties (i) The Company warrants that it will use reasonable care and skill in performing the Services to the standard generally accepted within the industry in which the Company operates. (ii) If the Company performs the Services negligently or materially in breach of this Agreement, the Company will, if requested by the Customer within three months of the date the Services were completed, re-perform the relevant part of the Services. (b) Insurances The Company will maintain: (i) workers' compensation insurance as prescribed by law; and (ii) public liability insurance for a minimum amount to be agreed for each occurrence. (c) Employees and Subcontractors The Company is solely responsible for the payment to its employees and agents of all amounts due by way of salary, superannuation, annual leave, long service leave and any other entitlements. (d) Compliance with All Laws Throughout this Agreement the Company must comply at its own cost and expense with all applicable legislation, regulations, codes and requirements of any Commonwealth, state and local government authorities. The Company must indemnify the Customer from and against all actions, costs, charges, claims and demands arising from any failure to comply. (e) No Warranty as to Results The Company provides no warranty that any result or objective can or will be achieved or attained at all or by any specified date, whether stated in this Agreement, the Specification or elsewhere. (f) Limitation on Liability (i) Except in the case of death or personal injury caused by the Company's negligence, the liability of the Company under or in connection with this Agreement must not exceed the Fees paid by the Customer to the Company under this Agreement. (ii) Neither Party is liable to the other for any indirect or consequential loss, damage, costs or expenses of any nature, including economic loss or other loss of turnover, profits, business or goodwill. (iii) The Company's liability for failure to comply with a Consumer Guarantee is limited to: in the case of goods, replacement or repair of the goods; and in the case of services, resupply of the services or payment of the cost of resupply. (g) No Reliance Each Party acknowledges that in entering into this Agreement it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement. Any conditions or warranties implied by statute or common law are excluded to the fullest extent permitted by law. (h) Survival The obligations under this clause 12 survive termination or expiry of this Agreement. Page 6 of 10 13. Termination (a) Either Party may terminate this Agreement by written notice if the other Party fails to observe any term and fails to rectify that breach within 30 days of written notice. (b) The Customer may terminate this Agreement at any time by written notice if the Company or any of its Personnel is guilty of dishonesty, serious misconduct, or serious neglect of duty in connection with the Services. (c) Either Party may terminate this Agreement if the other Party: (i) enters into a deed of arrangement; (ii) has an administrator, receiver, receiver/manager or liquidator appointed; or (iii) would be presumed to be insolvent by a court under the Corporations Act. (d) The Customer may terminate this Agreement at any time for convenience by providing at least one month's written notice to the Company. (e) Upon termination, any fees, expenses or reimbursements payable in respect of any period prior to the Termination Date must be paid within 30 days after the Termination Date. (f) Upon termination, the Company must deliver to the Customer all Materials and other property of the Customer in the possession or control of the Company or its employees, agents and subcontractors. 14. General (a) Force Majeure Neither Party will have any liability or be deemed in breach of this Agreement for any delays or failures in performance resulting from a Force Majeure Event. The affected Party must promptly notify the other Party in writing. If such circumstances continue for more than 6 months, either Party may terminate this Agreement by written notice. (b) Amendments This Agreement may only be amended in writing signed by duly authorised representatives of the Parties. (c) Assignment Neither Party may assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party. A Party may assign all its rights and obligations to any person to which it transfers all of its business, provided that the assignee undertakes in writing to be bound by the obligations of the assignor. (d) Entire Agreement This Agreement contains the whole agreement between the Parties in respect of its subject matter and supersedes and replaces any prior written or oral agreements, representations or understandings between them. (e) Waiver No failure or delay by the Company in exercising any right, power or privilege will impair the same or operate as a waiver. No single or partial exercise of any right, power or privilege precludes any further exercise of the same or the exercise of any other right, power or privilege. (f) Agency, Partnership etc. This Agreement does not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for. Neither Party will have, nor represent that it has, any authority to make commitments on the other Party's behalf. (g) Further Assurance Page 7 of 10 Each Party will at the request and expense of the other execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement. (h) Severance If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, that provision will be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions. (i) Announcements No Party will issue or make any public announcement or disclose any information regarding this Agreement without the prior approval of the other Party, except as required to comply with applicable law. ( j) Notices A notice or other communication connected with this Agreement has no legal effect unless it is in writing. Notices may be sent by pre-paid post or by email to the addresses provided by the Parties at the time of engagement. (k) Work, Health and Safety The Company must comply with all relevant work, health, safety and welfare standards and regulations as determined by the Customer or as prescribed by legislation. (l) Law and Jurisdiction This Agreement takes effect, is governed by, and will be construed in accordance with the laws from time to time in force in New South Wales, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of New South Wales. DISCLAIMER Nature of the DAVI Report The Digital Asset Value Index (DAVI) report produced by the Company is a specialist digital marketing assessment designed to identify, measure, and value digital assets for the purposes of informing business decisions. It is not a financial valuation, a legal opinion, or a substitute for formal business valuation advice provided by a qualified valuer, accountant, or financial adviser. The DAVI report is intended to complement, not replace, a standard business valuation. The Company makes no representation that the findings, scores, or estimated value ranges contained in the report constitute formal financial advice or will be accepted by any third party, including but not limited to accountants, business brokers, financial institutions, or prospective buyers or sellers. The Customer acknowledges that the DAVI report is based on data and information provided by or on behalf of the Customer. The accuracy and completeness of the report is contingent on the accuracy and completeness of that data. The Company accepts no liability for conclusions drawn from incomplete, inaccurate, or misleading data provided by the Customer. The Customer should seek independent professional advice before making any business, financial, or legal decisions on the basis of the report’s findings. SCHEDULE 1 — SPECIFICATION 1. Services As listed in the applicable proposal document or Statement of Work provided to the Customer and referenced or attached at the time of engagement ("Deliverables"). Page 8 of 10 2. Fee As listed in the applicable proposal document or payment page confirmed by the Customer at the time of acceptance. 3. Time Services to be provided in full within 30 days of receipt of payment, unless otherwise specified in the applicable proposal document. ONLINE ACCEPTANCE By completing payment or ticking the acceptance checkbox on the payment or engagement page, the Customer confirms that: (a) they have read, understood, and agree to be bound by this Agreement; (b) the individual accepting is authorised to enter into legally binding contracts on behalf of the Customer (where the Customer is a company or other entity); (c) the organisation, individual, and contact details submitted are accurate; and (d) this electronic acceptance constitutes a valid and binding signature for the purposes of this Agreement. A timestamped record of acceptance, including the name, email address, company name, ABN/ACN (where applicable), and date of acceptance, will be retained by the Company and constitutes evidence of the Customer's agreement to these terms. Page 9 of 10 Name Email Organization (optional) Happy to provide NetAppraise with READ ONLY access Prefer to manually provide data during an online Q&A Session Combination of READ ONLY and Q&A Session I don't have access - it will require third party approval. Not Sure -need to discuss Access to Data Sources Signature Date Page 10 of 10