This Master Services Agreement (MSA) is between: Growth Huntr Pty Ltd of 6/8 Innovation Parkway, Birtinya, Queensland, Australia 4575 ABN 21 631 756 584 (Growth Huntr) and the party described in the relevant Statement of Work (Client).

Background

1.1 Growth Huntr is in the business of providing digital marketing and related services to businesses in Australia and overseas.

1.2 The Client and Growth Huntr have agreed that Growth Huntr will provide the Services and deliver, where applicable, the Deliverables to the Client on the terms of each Agreement.

Agreement

2.1 Each SOW that is signed by the parties will be governed by this MSA and together with this MSA, will form a separate contract (Agreement).

2.2 The Client agrees, by accepting this MSA, they are also accepting the terms of Growth Huntr's Privacy Policy, which can be found here: https://growthhuntr.com/msa

2.3 Each Agreement will be comprised of the following documents and to the extent there is any inconsistency between those documents, they will take the following order of precedence:

(a) any applicable Documentation;

(b) the SOW;

(c) any applicable attachments to a SOW; and

(d) the MSA.

2.4 Each Agreement will commence from the date of the Order and continue until work in the relevant SOW is completed, or unless the relevant Agreement is terminated earlier in accordance with this MSA.

2.5 Definitions of capitalised words and the rules of interpretation of this MSA are contained in clause 27.

2.6 The MSA between the Client and Growth Huntr commences on the Commencement Date and continues until it is terminated in accordance with clause 21 or until specified in a SOW.

Order Requests

3.1 The Client may request Growth Huntr to perform Services for, and deliver Deliverables and Documentation to, the Client from time to time (Order Request).

3.2 There is no obligation for Growth Huntr to accept an Order Request. However, where Growth Huntr does so, Growth Huntr will prepare a SOW for that Order Request and send it to the Client for their approval containing the Fees.

3.3 When the parties sign a SOW, it will constitute an order (Order).

3.4 For each Order, Growth Huntr will perform the Services and, where applicable, deliver the Deliverables and the Documentation to the Client in accordance with each Agreement.

3.5 If an Order is the Client's first Order, a minimum period of three (3) months will apply to all monthly Services.

Change Control

4.1 If either party wishes to change the scope of the Services or Deliverables under an active SOW (Change Request), they must submit details of the requested change in writing.

4.2 If the Client requests a change, Growth Huntr will, within a reasonable time, provide a written estimate (Change Authorisation) detailing:

(a) any additional Fees and Payment Terms;

(b) any impact on the delivery timeline; and

(c) any other variations to the SOW.

4.3 The Client must approve the Change Authorisation in writing before Growth Huntr is obliged to proceed with the change.

Growth Huntr's Obligations

5.1 Growth Huntr must provide the Services pursuant to the relevant Agreement(s).

5.2 Growth Huntr will take reasonable steps to keep the Client updated in respect to any specific goals set by the Client in any Documentation or Deliverable and be available to communicate with the Client.

Client's Responsibilities

6.1 The Client agrees to:

(a) promptly provide Growth Huntr with all relevant Content in relation to the Services;

(b) provide Growth Huntr a credit card or maintain credit facility for the Ad Account to be billed for Ad Spend;

(c) provide Growth Huntr access to all relevant materials and data required to complete the work;

(d) communicate in a reasonable manner and respond to Growth Huntr within a reasonable time and through Growth Huntr's preferred communication channel which may include Slack or WhatsApp.

6.2 The Client must comply with all Applicable Laws under or in connection with this MSA, including in relation to an Agreement or SOW.

6.3 The Client is responsible for maintaining its own backups of the Client System and Client Data and agrees not to hold Growth Huntr liable for any loss, corruption or alteration of data.

Fees and Payments

7.1 The Client must pay the Fees to Growth Huntr in accordance with the Payment Terms for the term of Each Agreement.

7.2 The Fees that the Client pays to Growth Huntr do not include Ad Spend, which is payable to the Ad Platforms. The Client is solely liable for all Ad Spend.

7.3 Growth Huntr will issue a tax invoice to the Client for payment of Fees.

7.4 Unless otherwise specified in the SOW, the Client must pay all invoices within 7 days of the invoice date.

7.5 If the Client fails to pay an invoice by the due date, Growth Huntr may suspend the Services until full payment is received.

7.6 If the Client disputes any part of an invoice, the Client must:

(a) notify Growth Huntr in writing within 7 days of receipt, setting out the specific reasons for the dispute; and

(b) pay the undisputed portion of the invoice by the due date. The parties will resolve the dispute in accordance with clause 23.

7.7 To the extent permitted by law, and except as expressly provided in this Agreement, all Fees paid to Growth Huntr are non-refundable and non-assessable.

7.8 Growth Huntr may review and adjust its standard rates or Fees for ongoing Services once every 12 months. Growth Huntr will provide the Client with at least 30 days' written notice of any Fee increase. If the Client does not agree to the increase, they may terminate the relevant SOW subject to, and in accordance with, clause 21.

Expenses

8.1 The Client agrees to reimburse Growth Huntr for reasonable out-of-pocket expenses incurred in the performance of the Services, provided that Growth Huntr obtains the Client's prior written consent.

8.2 Where travel is required and approved by the Client, reimbursement will be in accordance with the following standards:

(a) Airfare: Economy class for travel under 8 hours; Business class for travel over 8 hours;

(b) Lodging: Actual reasonable lodging expenses; and

(c) Transport: Actual expenses incurred (e.g., taxi, rideshare, or car hire).

8.3 Growth Huntr will provide receipts for all reimbursable expenses with the relevant invoice.

Media Buying

9.1 This clause 9 applies if the Client's Order includes Media Buying.

9.2 The Client authorises Growth Huntr to use, control and manage the Client's Ad Account for the purposes of providing the Services and managing the Ad Spend.

9.3 The Client agrees:

(a) it is responsible for all Ad Spend and associated expenses and for payment of Ad Spend directly to the Ad Platform; and

(b) while Growth Huntr will monitor the Ad Account, the Client agrees to monitor Ad Spend frequently to ensure it stays within the Client's budget.

9.4 The Client acknowledges that Ad Platforms, including Meta and Google, are third-party services with their own terms of service and policies. Growth Huntr is not liable for any account suspension, ad rejection, or ban imposed by an Ad Platform. If an Ad Account is suspended or disabled due to the Client's business practices, website content, or prior account history, the Client remains liable for Fees payable to Growth Huntr.

9.5 To the maximum extent permitted by law, Growth Huntr is not liable for any account suspension, ad rejection, or ban imposed by an Ad Platform or reaching any particular metrics or specific results including in relation to cost-per-click, return on Ad Spend, sales volumes or otherwise.

Search Engine Optimisation

10.1 This clause 10 applies where the Client's Order includes Search Engine Optimisation.

10.2 Growth Huntr will provide the SEO Services on the Client's website.

10.3 Growth Huntr will perform the Website Development in accordance with the relevant Statement of Work and Documentation and use reasonable commercial efforts in its Search Engine Optimisation.

10.4 While Growth Huntr has achieved significant search engine optimisation results for others, the Client acknowledges and agrees that:

(a) search engines, including Google, use proprietary and secret algorithms that frequently change;

(b) SEO is a long-term strategy, and significant improvements in organic rankings typically require a minimum term of 3 to 6 months to materialise;

(c) Growth Huntr is not responsible for drops in rankings caused by changes to search engine algorithms, competitor activity or changes made to the Client System by the Client or other third parties; and

(d) if the Client fails to implement the technical recommendations or content changes provided by Growth Huntr, the effectiveness of the Services will be compromised.

10.5 To the maximum extent permitted by law, Growth Huntr is not liable for drops in rankings, traffic, or visibility caused by changes to search engine algorithms, competitor activity, or changes made to the Client System by the Client or other third parties.

Website Development

11.1 This clause 11 applies where the Client Order includes Website Development.

11.2 Growth Huntr will perform the Website Development in accordance with the relevant Statement of Work and Documentation and use reasonable commercial efforts in the Website Development.

11.3 The Client will provide access to the Client's website administration area, hosting, files or other access that is necessary for Growth Huntr to perform the Search Engine Optimisation.

11.4 Growth Huntr will use reasonable commercial efforts to ensure the Deliverables function on current versions of major modern web browsers and be compatible with the most popular mobile compatible devices, where specified in a SOW.

11.5 To the maximum extent permitted by law, Growth Huntr does not warrant that the Deliverables will be error-free or function identically on older or unsupported browser versions.

Consulting and Strategy

12.1 This clause 12 applies if the Client Orders Consulting or Consulting is otherwise provided as part of any other Services.

12.2 Growth Huntr will provide Consulting to the Client that may include strategic advice and recommendations based on its industry experience.

12.3 The Client acknowledges that, while Growth Huntr exercises reasonable skill and care that draws from its extensive experience in providing recommendations, the decision to implement such advice rests solely with the Client and therefore is the Client's responsibility.

12.4 To the maximum extent permitted by law, Growth Huntr is not liable for any commercial decisions, business losses, or missed opportunities resulting from the Client's reliance on the Consulting advice, except where caused by Growth Huntr's gross negligence.

Documentation and Deliverables

13.1 This clause 13 applies where Growth Huntr provides Deliverables and/or Documentation to the Client in connection with an Agreement.

13.2 Growth Huntr will provide the Documentation and/or Deliverables to the Client in accordance with any specifications and Due Dates set out in the SOW.

13.3 Growth Huntr hereby grants to the Client a non-exclusive, royalty-free licence to use Documentation and Deliverables for its internal business purposes or as otherwise specified.

13.4 Growth Huntr warrants that all Documentation and Deliverables provided:

(a) are prepared with reasonable skill, care, and diligence;

(b) are of good and merchantable quality and fit for the purpose for which they were required by the Client;

(c) comply with any specific requirements detailed in the SOW; and

(d) to the best of Growth Huntr's knowledge, do not infringe on the Intellectual Property Rights of any third party.

13.5 Growth Huntr is not responsible for defects or errors resulting from:

(a) the Client's misuse or unauthorised modification of the Deliverables;

(b) inaccurate instructions or Content provided by the Client; or

(c) changes to third-party platforms (e.g., Google or Meta) that occur after the Deliverable has been accepted.

Intellectual Property

14.1 The Client acknowledges that the Deliverables may incorporate or interact with Third Party Materials, which Growth Huntr does not own the Intellectual Property Rights in. Therefore, the Client's use of such materials is subject to the respective third-party terms, licenses, rights and subscription agreements. Growth Huntr warrants that, to the best of its knowledge, it has the right to use such Third Party Materials in the provision of the Services.

14.2 Except for Third Party Materials and Client Data, Growth Huntr retains all right, title and interest (including all Intellectual Property Rights) in the Deliverables, Documentation, and Working Files.

14.3 Growth Huntr hereby grants to the Client a non-exclusive, royalty-free licence to use the Documentation and Deliverables for its internal business purposes or as otherwise specified in a SOW.

14.4 Growth Huntr may revoke the licence granted in clause 14.3 if the Client fails to pay any Fees in accordance with an Agreement.

14.5 The Client must not infringe on any third party Intellectual Property Rights in providing any Content to Growth Huntr.

14.6 Growth Huntr must not infringe on the Intellectual Property Rights of any third party in performing the Services or delivering any Deliverables or Documentation.

14.7 Except as expressly permitted in an Agreement or a SOW, the Client must not, and must not permit any third party to:

(a) copy, reproduce, reverse engineer, decompile, disassemble, or create derivative works based on the Deliverables, Working Files, or any Growth Huntr property in which Intellectual Property Rights subsist; or

(b) remove or alter any proprietary notices or labels on the Documentation;

without the prior written permission of Growth Huntr.

Parties' Warranties

The Client warrants, in connection with each Agreement, that:

(a) its Authorised Representative has the necessary authority to bind the Client to each Agreement by signing a Statement of Work; and

(b) it will promptly provide all information to Growth Huntr that is reasonably required to perform the Services.

Indemnification

16.1 The following provisions in this clause 16, are subject to clauses 17 and 18.

16.2 Growth Huntr's Indemnities: Subject to clause 16.4, Growth Huntr will indemnify and will continue to indemnify the Client against any loss, liability, cost, damage, expense, claim, action or proceeding arising out of or in connection with Growth Huntr's breach of clauses 14.6, 18 and 20.

16.3 The Client's Indemnities: Subject to clause 16.4, the Client will indemnify and will continue to indemnify Growth Huntr and its directors and officers for any claim, liability, cost, loss, damage, expense action or proceeding arising from the Client's negligence in its cyber security systems or protocols, breach of clauses 6.2, 14.5, 14.7, 18 and 20.

16.4 Indemnity Procedures: If the indemnity under clause 16.3 or 16.2 relates to a third-party claim, action or proceeding, the indemnified party will:

(a) give the indemnifying party notice of the claim, action or proceeding as soon as practicable;

(b) give the indemnifying party sole control of the defence and settlement of the claim, action or proceeding if the indemnifying party requires (except that the indemnifying party may not make any admission of liability without the consent of the indemnified party, which must not be unreasonably withheld or delayed); and,

(c) provide the indemnifying party all reasonable assistance at the indemnifying party's reasonable expense.

Limitation of Liability and Exclusions

17.1 Limitation of Liability: To the maximum extent permitted by law and subject to clause 17.2, except for a liability that arises under an indemnity:

(a) neither party, including its directors, officers, employees will have any liability:

(i) under or in connection with this MSA and each Agreement (whether in contract, tort (including negligence) or otherwise) for any loss of profits, revenue, anticipated savings, or goodwill; or

(ii) any indirect, consequential, exemplary or punitive loss or damages; and

(b) the maximum aggregate liability of a party including that party's directors, officers, employees and Related Body Corporates, under or in connection with this MSA and each Agreement (whether in contract, tort (including negligence) or otherwise) will not exceed the total of the Fees under the Agreement(s) in the 12 months preceding the event out of which the liability first arose.

17.2 Exclusions: Nothing in an Agreement or in this MSA excludes or limits a party's liability for fraud, gross negligence or wilful misconduct.

Australian Consumer Law

18.1 Nothing in this Agreement excludes, restricts, or modifies any guarantee, condition, warranty, right, or remedy which the Client may have under the Competition and Consumer Act 2010 (Cth) (ACL) or any other legislation which cannot be excluded, restricted, or modified by agreement (Non-Excludable Rights).

18.2 To the extent that the ACL applies to the Client, and the Services are not of a kind ordinarily acquired for personal, domestic, or household use or consumption, Growth Huntr's liability for a failure to comply with a Non-Excludable Right is limited, at Growth Huntr's option, to:

(i) the supply of the Services again; or

(ii) the payment of the cost of having the Services supplied again.

Privacy and Data Incidents

19.1 In addition to other privacy and data protection provisions under this MSA, the parties agree they will each comply with the Privacy Act and take all reasonable steps to protect and secure Personal Information and otherwise comply with this clause 18.

19.2 Each party agrees to only access or use Personal Information of the other party (or anyone else) in connection with performance of each Agreement and not disclose Personal Information to unauthorised third parties.

19.3 Each party must handle all the other party's Client Data and Confidential Information with strict obligations, including implementing appropriate safeguards to prevent unauthorised access, use or disclosure.

19.4 If a party becomes aware, or there are reasonable grounds to suspect, that a Data Incident has occurred, that party must:

(a) immediately take reasonable steps to contain the Data Incident;

(b) immediately notify the other party of the Data Incident with sufficient detail to allow the Client to determine whether the Data Incident is an Eligible Data Breach; and

(c) provide reasonable assistance and information to the other party in relation to its determination under clause 19.4 and, if required provide all reasonable assistance and information to any investigation by a competent authority, including the Office of the Australian Information Commissioner and assist notifying individuals, if required.

Confidentiality

The parties (each a Recipient) must keep secret and confidential, not disclose and not misuse any Confidential Information relating to another party, its business or its employees, except:

(a) if the Recipient is required to disclose the information by law; or

(b) if such disclosure is necessary to enable the Recipient to properly perform its obligations under this Agreement, provided that the Recipient impose a similar duty of confidence on those other parties before disclosing the Confidential Information to them.

Termination

21.1 Either party may terminate an Agreement with immediate effect by giving written notice to the other party if the other party:

(a) commits a material breach of an Agreement that cannot be remedied;

(b) commits a material breach of an Agreement that is capable of being remedied and is not remedied within 30 days after being notified to do so; or

(c) is subject to an Insolvency Event.

21.2 Termination under clause 21.1 will also immediately terminate all active SOW.

21.3 Either party may terminate this MSA on 30 days' notice to the other party, provided there are no incomplete SOWs.

21.4 On termination of this MSA or an Agreement, as the case may be, the Client is responsible for disconnecting its Ad Accounts from Growth Huntr and Growth Huntr must deliver to the Client all Deliverables developed under an Agreement to the Client.

21.5 Termination or expiry of an Agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.

Surviving Terms

The following terms survive this MSA and will continue in force: clause 14 (Intellectual Property Rights), clause 16 (Indemnification), clause 17 (Limitation of Liabilities and Exclusions), clause 20 (Confidentiality), clause 21 (Termination), clause 23 (Dispute Resolution), 24 (Arbitration), clause 25 (General), clause 26 (Governing Law and Jurisdiction) and clause 27 (Definitions and Interpretations).

Dispute Resolution

23.1 This clause 23 only applies if the Client is in Australia, if the Client is located outside of Australia any dispute resolution under an Agreement must follow the steps in clause 24.

23.2 Subject to clause 23.8, neither party may commence any legal proceeding that arises out of or in connection with this MSA until the parties undertake the following dispute resolution process.

23.3 A party (Disputing Party) may raise a dispute in relation to an Agreement (Dispute) with the other party (Recipient) by providing the Recipient written notice (Dispute Notice). The Dispute Notice must specify the nature of the Dispute and a proposed method to resolve the Dispute, together with relevant supporting documents.

23.4 The parties agree, at all times, to act in good faith to resolve the Dispute under this clause 23.

23.5 No later than 21 days after the Recipient receives a Dispute Notice, the parties must meet and attempt to resolve the Dispute. Senior management representatives of each party must attend the meeting.

23.6 If the parties are unable to resolve the Dispute within 7 Business Days from the Dispute Resolution Meeting, either party may request mediation from the Queensland Law Society, in which case, both parties must attend the mediation and share equally in the cost of mediation, except for the ancillary costs of mediation, including travel, food and sustenance.

23.7 The mediation must be set down as soon as practicable and without undue delay, with the seat of the mediation being Brisbane and if a mediator cannot be agreed within 14 Business Days, the parties agree that the QLS appoint the mediator.

23.8 Nothing in this MSA or any Agreement prevents a party from seeking urgent injunctive relief from a court.

Arbitration

24.1 This clause 24 only applies if the Client is outside of Australia.

24.2 Neither party may commence any legal proceeding that arises out of or in connection with this MSA until the parties undertake the following dispute resolution process.

24.3 A party may raise a dispute in relation to an Agreement (International Dispute) with the other party by providing the Recipient written notice of the dispute (International Dispute Notice). The International Dispute Notice must specify the nature of the International Dispute and a proposed method to resolve the International Dispute, together with relevant supporting documents.

24.4 Within 7 Business Days of receiving an International Dispute Notice, the parties must meet within to try to resolve the International Dispute.

24.5 If parties are unable to resolve the International Dispute within 7 Business Days following the meeting:

(a) any International Dispute, controversy or claim arising out of or relating to an Agreement (or SOW), or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules for the time being in force.

24.6 The arbitration shall be administered by the Singapore International Arbitration Centre ("SIAC") in accordance with its Practice Note on UNCITRAL cases. (c) The appointing authority shall be the President or Vice-President of the SIAC Court of Arbitration. (d) The seat of the arbitration shall be Singapore. The number of arbitrators shall be one (1). The language to be used in the arbitral proceedings shall be English.

General

25.1 Neither party may assign, novate, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement without the prior written consent of the other party.

25.2 An amendment or variation of any term of this Agreement must be in writing and signed by each party.

25.3 No party may rely on the words or conduct of any other party as being a waiver of any right, power or remedy arising under or in connection with this Agreement unless the other party or parties expressly grant a waiver in writing of the right, power or remedy.

25.4 If a provision, or any part thereof, of this Agreement is or becomes invalid or unenforceable, it must be severed from the Agreements and the remainder of the Agreement will remain in full force and effect.

25.5 This Agreement states all the express terms agreed by the parties about its subject matter. It supersedes all prior Agreements, understandings, negotiations and discussions in respect of its subject matter.

25.6 Growth Huntr is an independent contractor and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

25.7 If a clause in this Agreement is deemed to be illegal, void or unenforceable in any jurisdiction, the remaining terms of this Agreement will stay in full force and effect.

25.8 Nothing in this Agreement:

(a) gives a party authority to bind any other party in any way; and

(b) nothing in this Agreement imposes any fiduciary duties on a party in relation to any other party.

25.9 A notice or other communication to a party under this Agreement (Notice) must be emailed to a Representative. This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

25.10 This Agreement may be executed in any number of counterparts. All counterparts taken together constitute one instrument. A party may execute this Agreement by signing any counterpart. The date on which the last counterpart is executed is the date of this Agreement.

25.11 Subject to clause 25.13, a party, acting reasonably, that has been hindered, delayed or prevented from performing any of its obligations under an Agreement, due to a Force Majeure Event (Affected Party):

(a) the Affected Party will not be in breach of an Agreement for any delay in the performance of its obligations;

(b) the applicable obligations of both parties will be suspended until such time as those obligations are no longer affected by the Force Majeure Event.

25.12 In respect of a Force Majeure Event, the Affected Party will:

(a) promptly notify the other party of the Force Majeure Event and inform it of:

(i) the details of the Force Majeure Event;

(ii) the date that the Force Majeure Event commenced;

(iii) the likely period the Force Majeure Event will or could subsist; and

(iv) how the Force Majeure Event has affected the Affected Party's ability to perform its applicable obligations under an Agreement.

(b) take reasonable steps to mitigate the impact of the Force Majeure Event and resume performance of its obligations, subject to clause 25.2, as soon as practicable after the Force Majeure Event has ended.

25.13 If the Force Majeure Event delays or prevents the Affected Party's performance of its obligations for more than 30 days, the other party may elect to terminate any Agreement on 30 days' notice to the Affected Party.

Governing Law and Jurisdiction

26.1 This Agreement is governed by the law in force in Queensland, Australia.

26.2 Subject to the Arbitration clause in this Agreement, each party irrevocably submits to the exclusive jurisdiction of courts of Queensland and the courts of appeal in relation to any legal proceeding that arises out of or in connection with this Agreement.

Definitions and Interpretation

27.1 Definitions

Capitalised terms used in this Agreement have the meanings set out in this clause.

Ad Account means an advertising account on an Ad Platform.

Ad Platform means the online advertising functionality on Tik Tok, Google, Meta (Facebook and Instagram) or similar.

Ad Spend means the amount a Client spends, or intends to spend, on an Ad Platform.

Agreement has the meaning defined in clause 2.1.

Applicable Laws means all applicable laws, statutes, regulations from time to time in force.

Authorised Representative means a representative that a party nominates to validly sign a SOW.

Business Day means a day on which banks are open for business in Brisbane, Queensland Australia, other than a Saturday, Sunday or public holiday in that city.

Commencement Date means, in relation to an Agreement, the date that the last party to a Statement of Work, signs that Statement of Work.

Computer Program has the meaning given under the Copyright Act.

Confidential Information means: (a) the terms and existence of this MSA and each Agreement, the Client Data, Growth Huntr Data, customers and supplier lists, contracts and terms with third parties, internal business information, methods and documents, trade secrets and confidential know-how, technical information, research and development operations, inventions, copyrights, methods, techniques, processes, ideas, developments, information about financial performance, accounting programs and procedures, price lists, plans and strategies, business projections, business plans and business forecasts; (b) information that is designated as confidential; and (c) information that, by its nature, or the circumstances under which it was disclosed, ought to be apparent to the reasonable person to be confidential, but excludes information: (i) which comes into the possession of a party independently and free of any obligation of confidentiality; or (ii) that is public knowledge (otherwise than by breach of confidentiality by the Contractor or any of their respective permitted discloses).

Consulting means the provision of strategic advice, marketing strategy planning, audits, scoping documents, and technical recommendations provided by Growth Huntr to the Client, whether specified as a standalone Service in a SOW or provided as ancillary advice in connection with other Services.

Content means text, files, photographs, video, audio, graphical images, illustrations, logos, and other information that the Client provides to Growth Huntr, in any form, for Growth Huntr's use in providing the Services or delivering a Deliverable or Documentation, as the case may be.

Copyright Act means the Copyright Act 1968 (Cth).

Corporations Act means the Corporations Act 2001 (Cth).

Data Incident means an actual or suspected loss, destruction, degradation of, or unauthorised access to (including to the Client Systems), any data or information, Client Data or Supplier Data including where a party reasonably suspects an Eligible Data Breach has occurred.

Deliverables means the specific items, reports (including SEO Reports), materials, Computer Programs, and other outputs identified in a SOW that Growth Huntr agrees to provide to the Client.

Documentation means the user manuals, technical specifications, guides, and explanatory notes provided to assist the Client in using the Services or Deliverables, but excludes the Deliverables themselves and any Computer Program.

Fees means the once-off or recurring fees the Client agrees to pay to Growth Huntr in accordance with the Payment Terms.

Force Majeure Event means any event or circumstance that: (a) is not within a party's reasonable control; (b) cannot be reasonably foreseen or prevented by a party, acting reasonably; and (c) prevents, hinders or delays a party from performing any of its obligations under an Agreement, including, without limitation: (i) war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, blockade or breaking off of diplomatic relations; (ii) terrorist attack, civil war, civil commotion or riots; (iii) sabotage, malicious damage or vandalism; and (iv) nuclear, chemical or biological contamination.

GST means goods and services tax chargeable under A New Tax System (Goods and Services Tax) Act 1999 (Cth).

GST Law means the same it does under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Harmful Code means any computer program or a virus, backdoor, malware, trojan, worm or other code that is harmful, destructive, disabling or which assists in or enables theft, alteration, denial of service, unauthorised access to, or disclosure, destruction or corruption of, information or data.

Insolvency Event means where a party: (i) becomes insolvent or bankrupt or goes into liquidation or has instituted against it any action or proceeding which has an object or may result in bankruptcy or liquidation; (ii) has a receiver or a receiver and manager appointed or a mortgagee goes into possession of any of its assets or becomes subject to any form of external administration; (iii) enters into an arrangement with its creditors or otherwise takes advantage of any laws in force in connection with insolvent debtors; or (iv) is wound up, voluntarily or involuntarily; or (v) is unable to pay its debts when they become due.

Intellectual Property Rights all rights in patents, inventions, Copyright and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue, rights in designs and unregistered designs, circuit layout designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how, trade secrets, and technical data), technology and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now, in the past or in the future anywhere in the world.

Master Services Agreement or 'MSA' means this agreement under which Growth Huntr will provide the Services and Deliverables specified in an SOW.

Media Buying means the procurement and management of advertising inventory on an Ad Platform using various bidding and payment models (including but not limited to Pay-Per-Click (PPC), Cost-Per-Mille (CPM), and Cost-Per-View (CPV)) to execute the Client's advertising campaigns.

Object Code means the machine-readable compiled form of the Source Code.

Payment Terms means the terms on which the Client agrees to pay the Fees to Growth Huntr, as specified in a SOW or as agreed otherwise.

Personal Information has the meaning defined in the Privacy Act.

Privacy Act means the Privacy Act 1988 (Cth), as amended from time to time.

Search Engine Optimisation (or 'SEO') means the set of practices designed to increase the visibility of a website in search engine results pages (SERPs), including but not limited to keyword research, content optimisation, technical audits, backlink acquisition, reporting and meta data enhancement.

Services means the services which are provided by Growth Huntr under a SOW, including Media Buying, Search Engine Optimisation, Consulting, Web Development and any other related services as described in a SOW.

Source Code means the human-readable version of software created under a SOW, including all comments, annotations, build scripts and related files.

Statement of Work or 'SOW' means a completed form of the Statement of Work to which the parties have agreed for Growth Huntr to provide Services, Documentation or Deliverables and which may contain Payment Terms and Due Dates.

Taxes means GST, Tax Laws and any other tax laws of any country anywhere in the world.

Third Party Materials means any material, software, platform, or Intellectual Property Rights owned by a third party that is incorporated into, or required to operate, the Deliverables, including but not limited to Content Management Systems (e.g., WordPress), E-commerce platforms (e.g., Shopify, LeadPages), photos, illustrations or graphic elements and open-source software.

Client System means any information and technology system, being hardware of software, that is owned, controlled (including under a licence or subscription) by the Client.

Working Files means native files, models, design files, drafts, iterations, project files and supporting materials created in the course of providing the Services.

27.2 Interpretation

In this agreement the following rules of interpretation apply, unless the contrary intention appears or context otherwise requires:

(a) headings and subheadings are for convenience only and do not affect the interpretation of this agreement;

(b) references to clauses, Schedules, annexures, appendices, attachments and exhibits are references to the clauses of, and the Schedules, annexures, appendices, attachments and exhibits to, this Agreement;

(c) references to parties are references to the parties to this Agreement and include that party's permitted assignees and successors, including executors and administrators;

(d) words denoting the singular include the plural and words denoting the plural include the singular;

(e) person includes a natural person, corporation or other body corporate, partnership, joint venture, trust, association or any other entity;

(f) no provision of this Agreement will be construed adversely to a party because that party was responsible for the preparation of that provision or this Agreement;

(g) a reference to an amount of dollars is a reference to Australian Dollars;

(h) the use of "include", "including", "includes", "for example" or a similar expression in this Agreement is to be interpreted without limitation;

(i) this Agreement includes all schedules, SOWs, annexures, appendices, attachments and exhibits to it;

(j) if there is any ambiguity or uncertainty in the interpretation of any term, condition, or provision of an Agreement, such ambiguity or uncertainty will not be construed against the party that drafted the relevant term;

(k) the word "will" means "must"; and

(l) where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.

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