Coverage Service Terms

These Coverage Service Terms (Terms) govern the supply of news coverage and related services by Assayer Group Pty Ltd (ABN 91 702 333 775) (Network, we, us) to the company identified in an executed Order Form (Client, you). By executing an Order Form, the Client agrees to these Terms. The Order Form and these Terms together form the agreement (Agreement). If the Order Form and these Terms are inconsistent, the Order Form prevails.

1. The Service

1.1 The Network operates the financial news mastheads Bell Wire, Orecast Intelligence and The Market Floor (Mastheads), which publish news coverage of companies listed on the ASX and NSX.

1.2 From the Start Date, the Network will provide:

(a) coverage of each Material Announcement made by the Client, published across the three Mastheads, with each Masthead publishing its own distinct article;

(b) placement of that coverage in the leading position of the relevant Masthead on publication, displaced in the ordinary course of subsequent publishing, with no fixed duration of placement promised or implied;

(c) a company hub page for the Client on the relevant Masthead, on which coverage of the Client accumulates and remains publicly accessible;

(d) distribution of published coverage through the Mastheads' social media channels; and

(e) any additional features specified in the Order Form or an applicable schedule.

1.3 Material Announcement means an announcement lodged by the Client on the ASX or NSX announcements platform that is marked price-sensitive, together with any other announcement the Network in its discretion determines to be of news value.

1.4 Start Date means the first business day in Western Australia after the Client executes the Order Form.

1.5 The Network may update the presentation, design and technical operation of the Mastheads and hubs from time to time, provided the substance of the services in the Order Form is maintained.

2. Editorial Independence

2.1 Coverage is guaranteed. Content is not. The Client acknowledges and agrees that:

(a) all editorial judgement, including the framing, wording, emphasis and structure of every article, rests solely with the Network;

(b) the Network will cover all Material Announcements, including announcements containing adverse news, and the Client has no right to prevent, delay, amend or withdraw coverage of any announcement;

(c) except where a feature in the Order Form expressly provides otherwise, the Client has no right of pre-publication review, comment or approval of any article; and

(d) the Network's coverage of the Client is factual news reporting, and no aspect of the Agreement entitles the Client to favourable characterisation of its affairs.

2.2 The parties acknowledge that the editorial independence described in this clause is fundamental to the credibility and value of the coverage to the Client and to readers, and is a condition of the Network supplying the service.

3. Disclosure

3.1 Every article covering the Client during the term of the Agreement will carry a client-relationship disclosure consistent with the publishing conventions of the relevant Masthead. The Client consents to that disclosure.

3.2 On termination or expiry of the Agreement for any reason:

(a) published articles remain published, and their disclosure is amended to past-tense form;

(b) client-relationship lines on the Client's hub page are removed; and

(c) no published article will be removed, amended or de-indexed by reason of the relationship ending.

4. No Financial Services

4.1 The Network provides factual news reporting and communications services to companies. The Network does not hold an Australian Financial Services Licence and nothing in the service constitutes, or is to be construed as:

(a) financial product advice, or a recommendation or statement of opinion intended to influence a person in making a decision about a financial product;

(b) a representation about the future price, trading volume or market performance of the Client's securities; or

(c) a representation that the service will produce any level of investor interest, shareholder growth or capital raising outcome.

4.2 Any report or analysis supplied to the Client under a feature in the Order Form is supplied for the Client's internal communications purposes only and must not be quoted in fundraising or disclosure documents without the Network's prior written consent.

5. Fees and Payment

5.1 The Client will pay the fees stated in the Order Form. All fees are stated exclusive of GST, which is payable in addition. Where a valid promotion code is entered on the Order Form, the fee for that code as advised in writing by the Network applies in place of the standard fee for the term.

5.2 Trial period. No fee is payable for the 14 days from the Start Date (Trial Period). If the Client gives notice of cancellation by email to adminteam@assayernetwork.com before the end of the Trial Period, the Agreement ends at the end of the Trial Period and no fee is payable.

5.3 Payment authority. During execution of the Order Form the Client provides a payment method (card or bank account) to the Network's payment facility, Pinch Payments, and authorises the Network to debit each fee from that payment method on its due date. Bank account debits are made under the Direct Debit Request Service Agreement presented at that time. The Client must keep the payment method current for the term.

5.4 Monthly plan. The first monthly fee is invoiced and debited 14 days after the Start Date, and each later monthly fee on the same day of each following month.

5.5 Annual plan. The annual fee is invoiced and debited 14 days after the Start Date, and each later annual fee on the same day of each following year. The annual fee is not refundable on early termination, except where the Network terminates without cause or is in unremedied material breach.

5.6 Each invoice is issued by the Network's accounting system on its due date and is paid by the debit made the same day. The Client is not required to take any action to pay an invoice and must not pay by bank transfer.

5.7 If a debit fails and the fee remains unpaid 14 days after its due date, the Network may suspend the service (other than the continued publication of existing articles) until payment is received. Suspension does not extend the term or reduce fees payable.

6. Term and Termination

6.1 The Agreement commences on the Start Date.

6.2 Monthly plan. The Agreement continues monthly until terminated. Either party may terminate without cause by giving 30 days' written notice.

6.3 Annual plan. The Agreement continues for 12 months from the first debit and renews for further 12-month terms unless either party gives 30 days' written notice before the renewal date.

6.4 Either party may terminate immediately by written notice if the other party commits a material breach that is not remedied within 14 days of written notice requiring remedy, or becomes insolvent. A fee unpaid 30 days after its due date is a material breach.

6.5 On termination: clause 3.2 applies to published coverage; any materials supplied by the Client for display are removed; and fees accrued to the termination date remain payable.

6.6 Clauses 3, 4, 7, 8 and 9 survive termination.

7. Intellectual Property

7.1 The Network owns all intellectual property in the articles, the hubs and the Mastheads.

7.2 The Network grants the Client a non-exclusive, royalty-free licence to link to, share and reproduce published coverage of the Client for the Client's investor relations and corporate communications purposes, with attribution to the relevant Masthead, for so long as the article remains published.

7.3 The Client grants the Network a non-exclusive, royalty-free licence to host, display and format any materials the Client supplies for display, for the purpose of providing the service.

7.4 The Client warrants that materials it supplies do not infringe any third party's rights and comply with the Client's continuous disclosure obligations, and the Client is solely responsible for the content of materials it supplies.

8. Non-Exclusivity and Coverage of Others

8.1 The service is non-exclusive. Nothing in the Agreement restricts the Network's editorial coverage of any company, including the Client's competitors, whether or not they are clients of the Network.

8.2 The Client's status as a client does not affect the editorial treatment of any other company, and no other company's status affects the editorial treatment of the Client.

9. Liability

9.1 To the maximum extent permitted by law, the Network's total aggregate liability under or in connection with the Agreement is limited to the fees paid by the Client in the 12 months preceding the event giving rise to liability.

9.2 Neither party is liable to the other for indirect or consequential loss, loss of profit, loss of opportunity or loss of goodwill.

9.3 Without limiting clause 4, the Network has no liability for any movement in the price or trading volume of the Client's securities, or for the acts of any investor or market participant.

9.4 Nothing in the Agreement excludes, restricts or modifies any right or remedy under the Australian Consumer Law that cannot lawfully be excluded. Where liability for breach of a non-excludable guarantee can be limited, it is limited to resupply of the relevant service.

10. General

10.1 The Network may vary these Terms on 30 days' written notice. If a variation is materially adverse to the Client, the Client may terminate on 14 days' written notice without penalty before the variation takes effect. The version of these Terms in force when the Client executes the Order Form is recorded on the Order Form.

10.2 Neither party may assign the Agreement without the other's written consent, not to be unreasonably withheld, except that the Network may assign to a related body corporate on notice.

10.3 Each party must keep confidential the commercial terms of the Agreement and any non-public information received from the other, except as required by law or, in the Client's case, as required by its continuous disclosure obligations.

10.4 Notices to the Network are to be sent to adminteam@assayernetwork.com. Notices to the Client are to be sent to the invoicing email or primary contact email on the Order Form.

10.5 The Agreement is the entire agreement between the parties in relation to its subject matter. The Agreement is governed by the laws of Western Australia and the parties submit to the non-exclusive jurisdiction of its courts.