Socii Platform Terms Of Use

1. Introduction

1.1 We, Socii Book Pty Ltd (ACN 695 597 141) (trading as Socii, we, us or our), operate a software platform accessible at sociibook.com and via the Socii application (together, the Platform).

1.2 The Platform provides infrastructure for storing, tracking and managing referral relationships, professional networking, trust scoring, AI-assisted introductions and related agreements. We are not a party to any referral agreement or arrangement between users of the Platform.

1.3 These terms of use (Terms) govern your access to and use of the Platform. By registering for an account or accessing or using any part of the Platform, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Platform.

1.4 If you access or use the Platform on behalf of another person or entity, you represent and warrant that you have the authority to bind that person or entity to these Terms, and references to you or your in these Terms include that person or entity.

1.5 You should read these Terms carefully before using the Platform. We recommend that you print or save a copy of these Terms for your records.

2. Important Notices

2.1 No Legal or Financial Advice

The Platform is a software tool for tracking and managing referral arrangements. We do not provide, and nothing on the Platform constitutes, legal, financial, tax, accounting, investment or other professional advice. You should obtain independent professional advice before entering into any referral arrangement, agreement or transaction.

2.2 No Verification of Agreements

We do not review, verify, validate or endorse the accuracy, completeness, legality or enforceability of any agreement, document or information uploaded to or stored on the Platform. You are solely responsible for ensuring that any agreements you enter into are legally binding, enforceable and compliant with all applicable laws and your professional obligations.

2.3 No Facilitation of Referral-Fee Payments

We do not process, hold, transfer or guarantee any payment between Users. Referral Fees are settled directly between the relevant Users on the terms they agree. The Platform records what has been agreed and what is outstanding; it does not move money.

2.4 No Verification of Introductions

We do not verify whether introductions recorded on the Platform have occurred, have been accepted or have resulted in any engagement or outcome. You are solely responsible for the accuracy of information you record on the Platform.

2.5 Trust Scores and Automated Systems

The Platform calculates Trust Scores and awards badges (such as the Verified Dealmaker badge) using automated algorithms based on User-provided and Platform-generated data. These scores and badges are indicative only and do not constitute a representation, warranty or endorsement of any User's trustworthiness, competence, suitability, professional standing or financial reliability. You must not rely on Trust Scores, Trust Tiers, badges or any automated assessment when making business, financial or professional decisions. We accept no liability for any loss or damage arising from your reliance on any automated assessment.

2.6 AI-Generated Content

The Platform incorporates artificial intelligence tools that may generate content including introduction drafts, referral suggestions, network analysis and other outputs. AI-generated content is provided for convenience only and may contain errors, inaccuracies or inappropriate suggestions. You are solely responsible for reviewing, editing and approving any AI-generated content before it is sent or acted upon. We accept no liability for any loss or damage arising from AI-generated content.

2.7 Industry-Specific Regulations

Referral arrangements are subject to different laws, regulations and professional conduct rules depending on the industry, profession and jurisdiction involved. For example, referral fees and commissions may be regulated, restricted or prohibited in certain industries including financial services, legal services, real estate, health and medical services, and others. You are solely responsible for ensuring that any referral arrangement you enter into complies with all applicable laws, regulations, licensing requirements and professional conduct obligations relevant to your industry and jurisdiction. We do not provide any guidance on regulatory compliance and accept no responsibility for your compliance or non-compliance with any such requirements.

2.8 No Verification of Users

We do not verify the credentials, qualifications, licensing status, professional standing, business registration, financial position or suitability of any User. Any identity check we perform is not a representation, warranty or endorsement of any User's identity, suitability, competence or standing, and you must not rely on it as such. You are solely responsible for conducting your own due diligence on any User with whom you connect or enter into any arrangement. We make no representation or warranty regarding any User and accept no liability for any loss or damage arising from your reliance on information provided by, or your dealings with, any other User.

2.9 No Reliance on Platform Data

Any data, metrics, reports, calculations or other information generated or displayed on the Platform (including lead tracking data, conversion rates, fee calculations, Trust Scores, network value assessments, deal flow briefings and activity summaries) is provided for general reference purposes only and is based on User-provided information which we do not verify. You must not rely on Platform data for making business, financial, legal or other decisions without independent verification. We accept no liability for any loss or damage arising from your reliance on Platform data.

2.10 Tax Obligations

You are solely responsible for determining and fulfilling your own tax obligations arising from or in connection with any referral fees, commissions or other payments received or made pursuant to any referral arrangement. This includes, without limitation, obligations relating to income tax, goods and services tax (GST), withholding tax and any other applicable taxes or duties. We do not provide tax advice and accept no responsibility for your tax compliance.

2.11 Business Use and your consumer rights

The Platform is intended for use by businesses and professionals in connection with their trade, business or profession.

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy that you have under the Competition and Consumer Act 2010 (Cth), the Australian Consumer Law or any other law, where that guarantee, right or remedy cannot lawfully be excluded, restricted or modified. This applies whether or not you acquire access for business purposes.

Where we are permitted by law to limit our liability for a failure to comply with a consumer guarantee in relation to services, our liability for that failure is limited, at our option, to supplying the services again or paying the cost of having the services supplied again.

2.12 No Financial Product Advice

We do not hold an Australian Financial Services Licence and we do not provide financial product advice or any other financial service. Nothing on the Platform or our public pages - including Calculator Tools, guides, deal flow briefings and network value figures - constitutes financial product advice, an offer of a financial product, or a recommendation about a financial product. You should obtain your own independent professional advice before acting on any information obtained through the Platform.

2.13 Excluded Uses - Business Sales and Capital Raising

The Platform is a referral network for professional services. You must not use the Platform to broker, arrange or facilitate the sale or purchase of a business, or of shares or any other securities or financial products, or to arrange, promote or facilitate any investment, capital raising or fundraising. Referring a client to a professional who practises in those fields (for example, an M&A lawyer or a corporate advisor) is an ordinary services referral and is not affected by this clause. We may remove Content, decline to record an Introduction, or suspend or terminate an Account where we reasonably believe the Platform is being used in breach of this clause.

3. Definitions

In these Terms, unless the context otherwise requires:

Account means a registered user account on the Platform.

Affiliate Program means the public referral commission program described in clause 30.

Agreement means any referral agreement, memorandum of understanding, schedule or related document uploaded to or stored on the Platform.

AI Tools means the artificial intelligence features and tools integrated into the Platform, including AI-assisted introduction drafting, referral suggestions, network analysis and any other AI-powered functionality.

Black Book means the closeness tier described in clause 13, providing enhanced access to Platform features, including limited invite quotas and Deal Flow Briefings.

Black Book Partner Program means the private, admin-invited referral commission program described in clause 30.

Calculator Tools means the public-facing calculator pages hosted at sociibook.com/tools, including the referral fee calculator, the network ROI calculator and the commission split calculator.

Commission Ledger means the immutable record of commissions accrued under the Affiliate Program and the Black Book Partner Program, as further described in clause 30.

Connection or Partner means another User with whom you have an active referral relationship through the Platform.

Content means any information, data, documents, text, images, logos or other material uploaded to the Platform by Users.

Deal Flow Briefing means the periodic curated digest of Lounge activity and opportunities sent to eligible Users.

Delegate means a person a User authorises to access and act on the User's Account, as further described in clause 5.6.

Direct Message means a private message sent between two Users through the Platform messaging feature, as further described in clause 31.

Event means any networking event, workshop, gathering or other event created or managed through the Platform.

Founding Member means a User who registered during the Platform's founding period and holds Founding Member status as indicated on the Platform.

Intellectual Property Rights means all intellectual property rights, whether registered or unregistered, including patents, copyright, trade marks, designs, trade secrets, know-how, database rights, rights in confidential information and all other intellectual property rights, and all applications for, and renewals or extensions of, such rights which may now or in the future subsist anywhere in the world.

Introduction or Lead means a referral or introduction recorded on the Platform.

Lounge means the members-only discussion and opportunity board feature of the Platform.

Nomination Gate means the requirement for a User to receive a specified number of qualifying nominations from existing members before gaining access to certain Platform features.

Platform means the software application and associated services accessible at sociibook.com and via the Socii application.

Push Notification means a notification delivered to your browser or device through a third-party push messaging service, as further described in clause 33.

Privacy Policy means our privacy policy, available at sociibook.com/privacy.

Referral Fee means a referral or introduction fee payable by one User to another under a referral arrangement.

Referral Kit means the detailed professional marketing profile feature of the Platform, including ideal client descriptions, exclusions, talking points, service and industry tags, and related materials.

RSVP means a response to an Event invitation submitted through the Platform.

Services means the functionality and services provided through the Platform.

Stripe means the payment services provided by Stripe, Inc. and its affiliates that we use to collect subscription and other fees payable to us.

Trust Score means the numerical score (0-100) calculated by the Platform based on multiple dimensions of a User's activity and reputation, as further described in clause 6.

Trust Tier means the tier classification (Proven, Rising or New) assigned to a User based on their Trust Score, as further described in clause 6.

Trusted Partners means the curated professional directory feature of the Platform, access to which is subject to the Nomination Gate requirements.

Two-Factor Authentication means the optional second-factor sign-in mechanism described in clause 33.

User means any person or entity with a registered Account on the Platform.

Verified Dealmaker means the badge status awarded to Users who meet the criteria specified in clause 6.

4. Nature of the Platform

4.1 The Platform is software infrastructure that enables Users to store, track and manage referral relationships, professional networking and related Agreements. The Platform provides the following functionality:

• profile management, including business profile creation and maintenance, specification of services offered, definition of ideal client criteria, uploading of business branding and Referral Kit configuration;
• connection management, including searching for and connecting with other Users, sending and receiving connection requests, viewing Partner profiles and managing Trusted Partners listings;
• agreement storage, including uploading executed referral Agreements, storing and accessing Agreement documents and linking Agreements to specific Connections;
• lead management, including recording Introductions sent to Partners, receiving and managing Introductions from Partners, tracking lead status, recording lead details and facilitating mutual confirmation and client attestation;
• dashboard and reporting, including overview of activity, connections, leads and Trust Score;
• the Trusted Partners professional directory, subject to Nomination Gate requirements;
• the Lounge discussion and opportunity board;
• Events creation, management, RSVP and post-event follow-up;
• AI Tools including AI-assisted introduction drafting, referral intelligence and network health analysis;
• Trust Score calculation, Trust Tier classification and Verified Dealmaker badge assessment; and
• adaptive interface personalisation based on feature usage patterns.

4.2 We are not a party to any Agreement uploaded to or managed through the Platform. All Agreements are between the relevant Users only.

4.3 We may modify, update, suspend or discontinue features or functionality of the Platform. For minor changes, and for changes that do not materially reduce the functionality available to you, we may make the change without notice. Where a change would materially reduce the functionality available on your billing plan, we will give you at least 30 days' notice, and you may cancel your subscription before the change takes effect and receive a refund of the unused portion of any fees paid in advance.

4.4 We do not guarantee any level of uptime or availability of the Platform, although we will use reasonable efforts to maintain availability. The Platform may be unavailable from time to time for maintenance, updates or due to circumstances beyond our reasonable control.

5. Account Registration and Eligibility

5.1 To access the Platform, you must register for an Account. You must be at least 18 years of age and have legal capacity to enter into a binding contract to register for an Account.

5.2 When registering for an Account, you must provide accurate, current and complete information, including your name, email address, business name, business number where applicable, services offered and ideal client profile.

5.3 You may only hold one Account unless otherwise agreed by us in writing. If we reasonably believe that you hold multiple Accounts without our prior written consent, we may suspend or terminate all such Accounts.

5.4 You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You must immediately notify us of any unauthorised access to or use of your Account.

5.5 We may suspend or terminate your Account:

• immediately, if you materially breach these Terms, if we reasonably believe your conduct may cause harm to us, to other Users or to a third party, or if we are required to do so by law; or
• for any other reason, on 30 days' written notice to you, in which case we will refund the unused portion of any fees you have paid in advance.

5.5A Where we suspend or terminate your Account we will tell you why, unless we are prevented by law from doing so.

Delegates

5.6 You may authorise a Delegate to access and act on your Account. A Delegate must accept the delegation before it takes effect, and you may revoke a delegation at any time through your Account settings.

5.7 Anything a Delegate does while acting on your Account is treated as done by you, and you are responsible for it as if you had done it yourself. We log the identity of the acting Delegate against each action so that activity can be attributed. You are responsible for choosing your Delegates carefully and for revoking access that is no longer required.

6. Trust Score, Trust Tiers and Verified Dealmaker Badge

Trust Score

6.1 The Platform calculates a Trust Score for each User based on multiple dimensions including: vouches received from other Users, lead conversion rates, fee payment reliability, introduction quality, reciprocity of relationships and platform activity. The Trust Score is a number between 0 and 100.

6.2 Trust Scores are calculated using automated algorithms and are based on data provided by Users and generated by the Platform. We do not independently verify the underlying data. Trust Scores are indicative only and do not constitute a representation, warranty or endorsement of any User's trustworthiness, competence or professional standing.

6.3 Based on their Trust Score, each User is classified into a Trust Tier: Proven (high Trust Score), Rising (moderate Trust Score) or New (low or no Trust Score). Trust Tiers may affect the visibility, ordering or availability of certain Platform features, including Trusted Partners sort order, Lounge post prominence and Event invitation priority.

6.4 Self-reported outcomes (such as lead status updates made by the reporting User alone) contribute to Trust Score at a reduced weighting. Mutually confirmed outcomes (confirmed by both the sending and receiving User) contribute at full weighting. Client-attested outcomes (confirmed by the referred client) may receive additional bonus weighting.

Verified Dealmaker Badge

6.5 The Verified Dealmaker badge is an automated credential awarded to Users who meet all of the following criteria: a minimum number of converted leads received, a minimum number of vouches across multiple dimensions, and a minimum period of active membership. The specific thresholds are determined by us and may be changed from time to time.

6.6 The Verified Dealmaker badge is assessed daily by an automated process. We reserve the right to revoke the badge at any time if a User no longer meets the qualifying criteria or for any other reason at our discretion.

6.7 The Verified Dealmaker badge does not constitute a representation, warranty, endorsement or guarantee of any User's trustworthiness, competence, professional standing, financial reliability or suitability for any purpose. You must not rely on the badge when making business, financial or professional decisions.

Disputes and Errors

6.8 If you believe your Trust Score or Trust Tier is wrong, you may ask us to review it. We will review it within a reasonable time, tell you the general basis on which it was calculated, and correct it if we find an error. Nothing in this clause limits any right you have to complain to us or to a regulator, or to take any action available to you at law.

6.9 Disputes between Users recorded on the Platform may result in deductions to Trust Scores. We are not responsible for any loss or damage arising from Trust Score adjustments.

7. Nominations and Trusted Partners Directory

7.1 Access to the Trusted Partners professional directory is subject to the Nomination Gate. A User must receive a specified number of qualifying nominations from existing members who hold the required billing plan tier before gaining access to Trusted Partners.

7.2 Meeting the Nomination Gate threshold results in a pending status subject to review. We reserve the right to approve or decline any User's access to Trusted Partners at our discretion.

7.3 Nomination credits may be earned through platform activity, including referral conversions and vouch milestones. The criteria for earning nomination credits are determined by us and may be changed from time to time.

7.4 We do not verify the accuracy or completeness of any information displayed in Trusted Partners. Trusted Partners listings do not constitute an endorsement, recommendation or verification of any User by us.

8. The Lounge

8.1 The Lounge is a members-only discussion and opportunity board where Users may post requests, opportunities, introductions and other content.

8.2 Content posted to the Lounge is visible to other Users in accordance with applicable feature gating and billing plan restrictions.

8.3 Lounge posts may be sorted and displayed based on the author's Trust Score and Trust Tier. Users with higher Trust Scores may receive greater prominence in Lounge results.

8.4 You must not use the Lounge to:

• post false, misleading or deceptive content;
• engage in spam, self-promotion inconsistent with the purpose of the Lounge, or harassment;
• post content that infringes any third party's rights, including Intellectual Property Rights; or
• post content that is unlawful, defamatory, offensive or otherwise objectionable.

8.5 We reserve the right to remove, edit or moderate any Lounge content at our discretion and without notice.

8.6 Structured offers made through the Lounge (such as offers to make introductions) may convert into tracked Introductions. You are solely responsible for any commitments you make through the Lounge.

9. Events

9.1 The Platform enables Users to create, manage and attend Events including networking gatherings, workshops and other professional events. Event creation and management features may be subject to billing plan restrictions.

9.2 When you RSVP to an Event, certain information (such as your name, business details and dietary preferences where collected) may be shared with the Event organiser and, where applicable, with other attendees in accordance with the Event's visibility settings.

9.3 Event attendee visibility may be tiered based on billing plan and Trust Tier. Not all attendees may be visible to all other attendees.

9.4 We are not responsible for the organisation, conduct, safety or outcomes of any Event. We do not verify Event details or the suitability of any venue. Your attendance at any Event is at your own risk.

9.5 Post-event follow-up features (including QR quick-connect and automated nudge notifications) are provided for convenience. You are responsible for ensuring that any follow-up communications comply with applicable laws.

9.6 Event invitations may be automatically prioritised based on Trust Tier and billing plan. We do not guarantee that any User will receive an invitation to any Event.

Paid Event Seats

9.7 Some Events have paid seats. Where a seat fee applies, the fee and what it covers are stated on the Event invitation or RSVP page, and your seat is confirmed once the fee is paid. Seat fees are processed by Stripe through a payment link; we do not receive or store your card details.

9.8 If we cancel an Event, seat fees paid for that Event will be refunded in full. If you cancel your attendance, seat fees are not refundable unless the Event page states otherwise or a refund is required by law (including the Australian Consumer Law). Where a specific Event or offer page states its own refund or credit terms, those terms apply to that Event or offer to the extent they are more generous than this clause.

10. Referral Kit

10.1 The Referral Kit allows Users to create a detailed professional marketing profile including ideal client descriptions, exclusions, talking points, service and industry tags, geographic coverage and related materials.

10.2 Referral Kit information may be shared with other Users who view your profile and may be accessed by AI Tools to facilitate introduction drafting and referral matching. By completing your Referral Kit, you consent to such use of your Referral Kit information.

10.3 You are solely responsible for the accuracy and completeness of your Referral Kit information and for updating it as circumstances change.

10.4 We do not verify any Referral Kit information and make no representation regarding the accuracy, currency or completeness of any User's Referral Kit.

11. AI Tools

11.1 The Platform integrates AI Tools that access User data to provide features including: AI-assisted introduction drafting, referral candidate matching, network value analysis, network health monitoring and underutilised connection identification.

11.2 AI Tools may access your profile information, connections, leads, Agreements, Trust Score, Referral Kit, Lounge posts, Event participation and other Platform data to generate suggestions and outputs. By using the Platform, you consent to such access by AI Tools.

11.3 All AI-generated content (including introduction drafts, referral suggestions and network analysis) is provided as a starting point only. You are solely responsible for reviewing, editing and approving any AI-generated content before it is sent or acted upon.

11.4 We do not guarantee the accuracy, completeness, suitability or appropriateness of any AI-generated content. AI-generated content may contain errors, inaccuracies or inappropriate suggestions.

11.5 We accept no liability for any loss or damage arising from your use of or reliance on AI-generated content, including any loss arising from an AI-drafted introduction that is inaccurate, inappropriate or causes offence.

11.6 We may modify, suspend or discontinue any AI Tool at any time without notice.

Connected AI Assistants

11.7 You may connect a third-party AI assistant (such as Anthropic's Claude) to your Account through an authorisation screen. Once connected, the assistant can read and act on your Account data when you instruct it to, through our tool interface. Anything a connected assistant does on your Account at your instruction is treated as done by you. Data the assistant retrieves is handled by the assistant's provider under that provider's own terms and privacy policy, and we are not responsible for the provider's handling of that data. You can revoke a connected assistant's access at any time through your Account settings.

12. Adaptive Interface Personalisation

12.1 The Platform tracks your feature usage patterns to personalise your interface experience. This may include:

• reordering sidebar navigation and dashboard widgets based on your most-used features;
• highlighting frequently used features with visual indicators; and
• personalising landing page content for recognised returning visitors.

12.2 Adaptive personalisation is based on automated analysis of your activity data. You may see different interface layouts, content ordering and messaging compared to other Users. Activity data used for personalisation is retained for 90 days and is pruned automatically.

12.3 We may use cookies and similar technologies to recognise returning visitors who are not logged in, in order to provide a personalised experience. For further information, see our Privacy Policy.

13. Black Book

13.1 Black Book is a closeness tier within the Platform, access to which depends on your billing plan and on the criteria we apply from time to time. It offers enhanced features including:

• limited invite quotas allowing members to invite other professionals to the Platform;
• Deal Flow Briefings providing periodic curated digests of Lounge activity and opportunities; and
• priority access to certain Platform features and Events.

13.2 Black Book membership is subject to billing plan requirements and may be limited in the number of available spots. We reserve the right to modify Black Book benefits at any time.

13.3 Deal Flow Briefings are curated using automated algorithms based on engagement metrics. We do not verify the content of Lounge posts included in Deal Flow Briefings and make no representation regarding their accuracy or suitability.

14. User Obligations

14.1 You agree to:

• provide accurate and current information at all times and update your Account information promptly if it changes;
• use the Platform only for lawful purposes and in accordance with these Terms;
• comply with all applicable laws, regulations and professional obligations, including privacy laws and any licensing or registration requirements;
• maintain your own records independently of the Platform, as the Platform is not intended to be your sole repository for documents or information; and
• use the Platform in a manner that does not interfere with, damage or impair the Platform or any other User's use of the Platform.

14.2 You must not:

• misrepresent your identity, qualifications, professional status or authority to act on behalf of another person or entity;
• upload any malicious code, virus or other harmful content, or interfere with or disrupt the Platform or its infrastructure;
• attempt to access any other User's Account or data without their authorisation;
• use the Platform to facilitate spam, harassment, defamation or any fraudulent, illegal or harmful activity;
• use the Platform to broker or arrange the sale of a business or shares, or to arrange investment or capital raising (see clause 2.13);
• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Platform;
• use software robots, spiders, crawlers or similar data gathering and extraction tools on the Platform; or
• take any action that may impose an unreasonable burden or load on our infrastructure.

14.3 You are solely responsible for ensuring that any communications you send or facilitate through or in connection with the Platform comply with all applicable laws, including the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth), the Privacy Act 1988 (Cth) and any other applicable anti-spam, telemarketing, privacy or electronic communications legislation. We accept no liability for any breach of such laws by you.

14.4 Your contacts. You represent and warrant that every connection, contact and Black Book entry you add to the Platform is yours to hold and use: a relationship you personally made and maintain, or contact information you are otherwise lawfully entitled to retain and use. You must not add information taken from an employer's or former employer's records or systems (including any CRM export or client list) in breach of any obligation you owe to that employer or any other person.

14.5 Career moves and restraints. If you record a departure from a company, a restraint or non-compete period, or a reminder date on the Platform, that record is your own declaration. We do not calculate, verify or assert restraint periods or their enforceability, we do not advise on your obligations, and any reminder we send at your request is not legal advice and is not a statement that you are free to act. The Platform facilitates record-keeping and introductions between Users; you remain solely responsible for complying with your employment, partnership, restraint and confidentiality obligations, and you should obtain your own legal advice before acting on any past relationship.

15. Agreements and Documents

15.1 The Platform allows Users to upload Agreements for storage and management purposes. Agreements may be prepared externally (including by third party legal service providers) prior to being uploaded to the Platform.

15.2 We do not review, verify, validate or endorse any Agreement uploaded to the Platform. We do not confirm that any Agreement is legally binding, enforceable or compliant with applicable laws.

15.3 You are solely responsible for ensuring that any Agreements you upload are properly executed and legally binding as between the relevant parties, and that you have all necessary rights, consents and authorisations to upload such Agreements to the Platform.

15.4 We are not responsible for, and accept no liability in respect of, any dispute arising from or in connection with any Agreement. Any such disputes are matters solely between the relevant Users.

15.5 You should maintain independent copies of all Agreements outside the Platform. While we take reasonable steps to protect Content stored on the Platform, we do not guarantee that Content will be retained indefinitely or that it will not be lost, corrupted or otherwise affected.

Signing Agreements Electronically

15.5A Where the Platform allows you to sign an Agreement electronically, you consent to signing by that method. The Platform identifies you by reference to your authenticated Account and the unique signing link sent to your registered email address, records the date and time of signing, and records your indication that you approve the Agreement. You agree that this method is as reliable as appropriate for the purpose for which the Agreement is made, and that an Agreement signed this way is not invalid merely because it was signed electronically.

15.5B You are responsible for satisfying yourself that electronic signature is appropriate for your Agreement and for your circumstances. Some documents cannot be signed electronically, or require witnessing or additional formalities. We do not advise on this, and clause 15.2 applies: we do not confirm that any Agreement is valid, binding or enforceable.

15.6 Upon termination of your Account, your Agreements and other Content will be retained for a period of 30 days, after which they may be permanently deleted. You are responsible for exporting any Content you wish to retain prior to termination or expiry of this retention period. This clause is subject to any legal obligation that requires us to retain particular records for longer; such records are retained for the period required by law even after the 30-day period has expired.

16. Introductions and Lead Tracking

16.1 The Platform enables Users to record and track Introductions made and received. You may record details of Introductions including contact name, business details, context and ideal outcome.

16.2 We do not verify whether any Introduction recorded on the Platform has occurred, has been accepted, or has resulted in any engagement, conversion or other outcome. All Introduction records and status updates are User-generated and are not independently verified by us.

16.3 You are solely responsible for the accuracy and completeness of any Introduction records you create or update on the Platform.

16.4 We do not arbitrate, mediate or otherwise resolve any disputes between Users regarding Introductions, fees or any other matters. Such disputes are matters solely between the relevant Users and should be resolved in accordance with the terms of any applicable Agreement.

16.5 Any fee calculations or metrics displayed on the Platform are based solely on User-provided data. We do not guarantee the accuracy of any such calculations and accept no liability in respect of them.

Client Attestation

16.6 The Platform may facilitate client attestation by sending emails to non-Users (end-clients who have been referred through a User) requesting confirmation of the outcome of a referral. Client attestation emails are sent based on information provided by Users. We do not verify the identity or contact details of any end-client. You are solely responsible for ensuring that you have the necessary consent and authority to provide an end-client's contact information for this purpose.

16.7 Client attestation responses are incorporated into Trust Score calculations. We do not verify the accuracy or authenticity of any attestation response and accept no liability for any Trust Score adjustment resulting from client attestation.

AI-Assisted Introduction Drafting

16.8 The Platform may provide AI-assisted introduction drafting, which generates draft introduction emails based on User profiles, Referral Kits and other Platform data. AI-drafted introductions are suggestions only. You are solely responsible for reviewing, editing and approving any AI-drafted introduction before it is sent.

Shared Past Introductions

16.9 Where you record a past Introduction and the other party to it is a Socii member, you may opt in to share the Introduction record with that member. The member receives a copy of the record and may confirm or dispute the recorded outcome. Confirmed and disputed outcomes are reflected in Trust Score calculations. You should only share an Introduction record where you are comfortable with the named member seeing its contents.

17. Fees and Billing

Payments Between Users

17.1 We do not process, hold, transfer or guarantee any payment between Users. Any fees, commissions or other amounts payable under a referral arrangement are settled directly between the relevant Users outside the Platform. The fees described in this clause 17 are the fees you pay US for access to the Platform.

Platform Fees and Billing Plans

17.2 We may charge subscription or other fees for access to the Platform or certain features. Details of applicable fees and billing plans will be displayed on the Platform or otherwise notified to you. Different billing plans may provide access to different Platform features and functionality.

17.3 All fees are stated in the currency displayed on the Platform and are inclusive of GST unless otherwise stated.

17.4 Subscription fees are payable in advance and are non-refundable except as required by law or expressly stated in these Terms, including the 90-day guarantee in clause 17.4A and the refunds payable under clauses 4.3, 5.5, 17.5 and 24.6.

90-Day Guarantee

17.4A If you are a new member, you may ask us for a refund of your membership fee at any time within 90 days of the day your membership starts. We will refund the full membership fee you paid for that period. You do not need to give a reason, complete a form, or take part in a call. To use the guarantee, email us at hello@sociibook.com from the address registered to your Account before the 90 days expire. We will process the refund within 10 business days of receiving your request, to the payment method you used. Your Account will close when the refund is made. This guarantee applies once per member and is in addition to, and does not limit, your rights under the Australian Consumer Law.

Cancelling your subscription

17.4B You may cancel your subscription at any time from your Account settings, without contacting us and without needing our agreement. Cancellation takes effect at the end of your current paid period, and you keep access until then. We may offer you the chance to talk to us or to change your plan before you confirm, but you are never required to do either, and cancelling is always available in the same place and with the same prominence as any alternative we offer.

17.5 We may vary our fees on at least 30 days' written notice to you. If you do not accept a variation, you may cancel your subscription at any time before it takes effect, and we will refund the unused portion of any fees you have paid in advance. If you do not cancel before the variation takes effect, the varied fees apply from that date.

Trial Periods

17.6 We may offer trial periods providing temporary access to Platform features at no charge or reduced charge. At the end of a trial period, you will be required to subscribe to a billing plan to continue accessing those features. We may modify or withdraw trial offers at any time.

Founding Member Status

17.7 Users who registered during the Platform's founding period may hold Founding Member status, which may include special pricing, priority access and other benefits as determined by us. Founding Member benefits other than the locked rate may be modified at our discretion.

17.7A Founding rate lock. Where you hold a Founding Member rate, clause 17.5 does not apply to that rate. We will not increase it for as long as your membership continues without interruption, and this clause binds our successors and assigns. If your membership lapses, is cancelled or is terminated, the locked rate ends and any new membership is at the rate then current. Nothing in this clause prevents us from recovering GST or other taxes payable on the rate.

17.7B Where a specific founding or promotional offer states its own terms (including any money-back guarantee or refund commitment), those stated terms apply to that offer and prevail over these Terms to the extent of any inconsistency.

Feature Gating

17.8 Certain Platform features may be restricted to Users on specific billing plans. We reserve the right to modify which features are available on each billing plan at any time, provided that we give 30 days' notice of any material reduction in features available on your current billing plan.

17.9 If a feature you are currently using becomes unavailable on your billing plan, we will use reasonable efforts to provide advance notice and an opportunity to upgrade your plan.

18. Intellectual Property

18.1 All Intellectual Property Rights in the Platform, including its software, design, structure, branding, logos, trade marks and all related materials (including AI Tools and algorithms), are owned by or licensed to us and are protected by the Copyright Act 1968 (Cth) and other applicable laws. Socii™ and Socii Book™ are trade marks of Socii Holdings Pty Ltd and are used by us under licence. You must not use these trade marks, logos or branding without prior written consent.

18.2 You retain ownership of all Intellectual Property Rights in Content you upload to the Platform. By uploading Content to the Platform, you grant us a non-exclusive, royalty-free, worldwide licence to store, copy, display, transmit and process such Content solely as necessary to operate the Platform and provide the Services, including making Content accessible to AI Tools for the purposes described in clause 11.

18.3 You represent and warrant that you have all necessary rights, consents and authorisations to upload Content to the Platform, and that such Content does not infringe the Intellectual Property Rights or other rights of any third party.

18.4 You must not reproduce, modify, distribute, display, perform, publish or otherwise use any part of the Platform or its content without our prior written consent, except as expressly permitted by these Terms.

18.5 Our branding, trade marks and logos must not be used without our prior written consent.

19. Confidentiality

19.1 We will treat Content uploaded to the Platform as confidential and will not disclose such Content to third parties except:

• as necessary to operate the Platform and provide the Services, including processing by AI Tools;
• as required or authorised by law, including in response to a court order or lawful government request;
• to our professional advisers, contractors and service providers who are bound by obligations of confidentiality; or
• with your prior consent.

19.2 You acknowledge that other Users with whom you connect may have access to certain profile information, Referral Kit information and other information you share through the Platform.

19.3 You are solely responsible for any confidentiality obligations you may have under Agreements or otherwise, and for ensuring that your use of the Platform does not breach any such obligations.

20. Privacy

20.1 Our collection, use and disclosure of personal information is governed by our Privacy Policy, which forms part of these Terms.

20.2 We will handle personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

20.3 By using the Platform, you consent to the collection, use and disclosure of your personal information in accordance with our Privacy Policy.

21. Disclaimers

21.1 The Platform is provided on an 'as is' and 'as available' basis. To the maximum extent permitted by law, we make no representations or warranties of any kind, express or implied, regarding the Platform, including as to its availability, reliability, accuracy, fitness for a particular purpose or non-infringement.

21.2 Without limiting the foregoing, we do not warrant:

• that the Platform will be error-free, uninterrupted, secure or free from viruses or other harmful components;
• the accuracy, completeness, currency or reliability of any Content or other information on the Platform, including User-provided data, Trust Scores, AI-generated content and Deal Flow Briefings;
• that any Agreement uploaded to the Platform is valid, binding, enforceable or compliant with applicable laws;
• the identity, credentials, qualifications or professional status of any User, including Users with a Verified Dealmaker badge or high Trust Score;
• that any AI-generated content, referral suggestion or network analysis is accurate, appropriate or suitable for any purpose;
• that any output of the Calculator Tools is accurate, complete or suitable for any specific decision (Calculator Tool output is illustrative only and is generated solely from the figures you enter);
• that any Push Notification or message will be delivered, will be delivered on time, or will be received only by the intended recipient (Push Notifications are transmitted by third-party browser and device push services we do not control);
• that any commission payable under the Affiliate Program or Black Book Partner Program will not be voided within the 90-day clawback window described in clause 30, or that any particular commission rate, schedule or program will be offered indefinitely; or
• that you will achieve any particular commercial outcome or result from using the Platform or entering into referral arrangements.

21.3 We do not endorse any User and are not responsible for the quality, suitability or legality of services provided by any User to their clients.

21.4 Any Content on the Platform is provided for general information purposes only and should not be relied upon. You should always exercise your own independent judgment and obtain independent professional advice before acting on any information obtained through the Platform.

21.5 Data integrity and preservation: While we take reasonable steps to protect Content stored on the Platform, we do not warrant or guarantee the integrity, preservation, security or availability of any Content or data. Content may be lost, corrupted, deleted or become inaccessible due to technical failures, system errors, security breaches, scheduled or unscheduled maintenance, or other causes. You are solely responsible for maintaining independent backup copies of all Content and data you upload to or store on the Platform. We accept no liability for any loss of, or damage to, Content or data howsoever caused.

21.6 Service availability: We do not guarantee that the Platform will be available at all times or at any particular time. The Platform may be unavailable due to scheduled maintenance, emergency maintenance, system upgrades, technical failures, internet connectivity issues, third party service provider outages, or circumstances beyond our reasonable control. We will use reasonable efforts to provide advance notice of scheduled maintenance where practicable, but we are not obliged to do so. We accept no liability for any unavailability of the Platform or for any loss or damage arising from such unavailability.

22. Limitation of Liability

22.1 To the maximum extent permitted by law, we exclude all liability for any loss, damage, cost or expense (including indirect, incidental, consequential, special or punitive damages, loss of profits, loss of revenue, loss of data, loss of business opportunity or loss of goodwill) arising from or in connection with:

• your access to or use of, or inability to access or use, the Platform;
• any error, omission, inaccuracy or defect in the Platform or any Content;
• any unauthorised access to or use of your Account;
• any Agreement or arrangement between Users;
• any dispute between Users;
• any Introduction that is failed, inaccurate or does not result in the expected outcome;
• any non-payment or payment dispute between Users;
• any act or omission of any User or third party;
• any AI-generated content, including AI-drafted introductions, referral suggestions or network analysis that is inaccurate, inappropriate or otherwise unsuitable;
• any Trust Score, Trust Tier or Verified Dealmaker badge assessment, including any error, delay or change in such assessments;
• any output of the Calculator Tools or any decision you take in reliance on it;
• any failure, delay or unauthorised disclosure in the delivery of a Push Notification or Direct Message by us or by any third-party push or messaging service; or
• any voiding of a Commission Ledger entry within the 90-day clawback window, any change to or discontinuance of the Affiliate Program or Black Book Partner Program, or any rejection, revocation or non-payment of commission in accordance with clause 30.

22.2 To the extent that our liability cannot be excluded by law, our maximum aggregate liability to you for all claims arising from or in connection with these Terms or your use of the Platform is limited to the greater of the total fees paid by you to us in the 12 months immediately preceding the event giving rise to the claim, and AUD $2,000.

22.3 Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred by the Competition and Consumer Act 2010 (Cth), the Australian Consumer Law, or any other applicable legislation that cannot be excluded, restricted or modified by agreement.

22.4 We are not liable for any failure to comply with these Terms due to circumstances beyond our reasonable control.

23. Indemnity

23.1 You agree to indemnify us, our officers, directors, employees, agents and contractors against any claims, demands, actions, damages, losses, costs, liabilities and expenses (including reasonable legal fees) to the extent they are caused by:

• your breach of these Terms;
• your negligence, or any wilful or unlawful act or omission by you;
• your Content, including any claim that your Content infringes the rights of a third party;
• any Agreement or arrangement you enter into with another User, or any dispute between you and another User;
• your breach of any applicable law, regulation or professional obligation; or
• your use of or reliance on any AI-generated content, Trust Score, Trust Tier or other automated assessment provided by the Platform, other than where you relied on it because we told you that you could.

23.2 Your liability to indemnify us is reduced to the extent that our own negligence, breach of these Terms or unlawful act caused or contributed to the loss.

23.3 We will take reasonable steps to mitigate any loss to which this indemnity applies, and will not settle any claim covered by it without first consulting you.

24. Termination

24.1 You may close your Account at any time by following the instructions on the Platform or by contacting us.

24.2 We may suspend or terminate your Account at any time:

• if you breach these Terms;
• if we reasonably believe your conduct may cause harm to us, other Users or third parties;
• if your Account has been inactive for a period of 12 months or more;
• if required by law or a lawful government request; or
• at our discretion upon 30 days' written notice to you.

24.3 We may also at any time, temporarily suspend or disable the Platform, or permanently cease operating the Platform, upon reasonable notice where practicable.

24.4 Upon termination of your Account:

• your right to access and use the Platform will cease immediately;
• your Content will be retained for a period of 30 days, after which it may be permanently deleted; and
• you remain liable for any amounts owing to us.

24.4A Despite clause 24.4, where we are required by law to retain particular records for longer, those records are retained for the period required by law and are not deleted at the end of the 30-day period.

24.5 The following provisions survive termination of these Terms: clauses 15 (Agreements and Documents), 17 (Fees and Billing, in respect of amounts owing), 18 (Intellectual Property), 19 (Confidentiality), 21 (Disclaimers), 22 (Limitation of Liability), 23 (Indemnity), 26 (Governing Law and Jurisdiction), 30 (Affiliate and Partner Commission Program, in respect of already-eligible Commission Ledger entries, payouts owing and the obligations in clauses 30.6 to 30.8) and this clause 24.5.

24.6 If we terminate your Account because of your material breach of these Terms, no refund of prepaid fees is payable. If your Account ends for any other reason, we will refund the unused portion of any fees you have paid in advance. This clause does not limit the 90-day guarantee in clause 17.4A or any right you have under the Australian Consumer Law.

25. Dispute Resolution

Disputes Between Users

25.1 We are not responsible for resolving disputes between Users. Any dispute between Users should be resolved in accordance with the terms of any applicable Agreement or through such other process as the Users may agree.

Disputes Between You and Us

25.2 If a dispute arises between you and us in connection with these Terms, the parties agree to first attempt to resolve the dispute through good faith negotiation.

25.3 If the dispute is not resolved within 30 days of a party notifying the other of the dispute, either party may refer the dispute to mediation administered by the Resolution Institute in accordance with its mediation rules.

25.4 If the dispute is not resolved within 30 days of commencement of mediation, either party may commence court proceedings.

25.5 Nothing in this clause prevents either party from seeking urgent interlocutory relief from a court.

26. Governing Law and Jurisdiction

26.1 These Terms are governed by the laws of Victoria, Australia.

26.2 Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia in connection with any dispute arising from or in connection with these Terms.

27. Changes to Terms

27.1 We may amend these Terms from time to time. We will provide you with at least 30 days' notice of any material changes by email or through a notice on the Platform.

27.2 Your continued use of the Platform after such notice period constitutes your acceptance of the amended Terms.

27.3 If you do not agree to the amended Terms, you may close your Account before the amended Terms take effect.

27.4 For material changes that substantially affect your rights or obligations, we may require your affirmative acceptance of the amended Terms before you can continue to use the Platform.

28. Hyperlinks and Third-Party Sites

28.1 The Platform may contain hyperlinks or references to third party websites, applications or services. We have no control over such third party sites and accept no responsibility or liability for their content, accuracy, availability or operation.

28.2 The inclusion of any hyperlink does not imply any endorsement, approval or recommendation by us of the relevant third party site or its products or services.

28.3 Your use of any third party site is at your own risk and may be subject to that third party's terms and conditions.

29. Contact and Complaints

29.1 If you have any questions or concerns about the Platform or these Terms, or if you wish to make a complaint, please contact us at hello@sociibook.com.

29.2 We will acknowledge receipt of your complaint within 5 business days and will use reasonable efforts to resolve it within 30 days.

30. Affiliate and Partner Commission Program

Programs

30.1 We operate two referral commission programs: a public Affiliate Program (currently 15% of paid invoices for the first 12 paid months from each referred User) and a private Black Book Partner Program (currently 25% of paid invoices for the first 12 paid months, plus milestone bonuses, available only to Black Book partners admitted by us). The applicable commission rate, schedule and any milestone amounts are displayed in your affiliate dashboard and may be amended by us from time to time on reasonable notice.

Application and Approval

30.2 Participation in either program requires an application that we review. We may approve, reject or revoke any application at our discretion. A rejected applicant may re-apply only after a 30-day cooldown. A revoked status is final and cannot be reversed by re-application. We may revoke your participation at any time, including for breach of these Terms, fraud, spam, brand damage or any other reason at our discretion.

Commission Ledger and 90-Day Clawback

30.3 Commissions accrue automatically when a Stripe webhook confirms that a User you referred has paid an invoice. Each accrual is recorded in the Commission Ledger in a clawback pending state for 90 days.

30.4 If, within that 90-day window, the underlying payment is refunded or charged back, or the referred User's subscription is cancelled, the corresponding ledger entry will be voided and no commission will be payable for that entry. After 90 days have elapsed without a clawback event, the entry becomes eligible for payout.

Quarterly Payouts

30.5 Eligible ledger entries are aggregated into quarterly payout batches issued on the first day of January, April, July and October. We may set a minimum payout threshold (rolling undisbursed amounts below the threshold carry forward). Payouts are made by Stripe transfer or such other method as we may specify. You are responsible for providing and maintaining accurate payout details.

Tax

30.6 You are solely responsible for any tax (including GST, income tax and withholding tax) arising from commissions paid to you. Where required by law, we may withhold tax or require you to provide a valid tax invoice or registration number before paying. Commissions are stated exclusive of GST unless otherwise indicated; if you are GST-registered, we may require you to issue or accept a recipient created tax invoice.

Permitted Promotion

30.7 You may promote Socii through legitimate channels you identified in your application (including email, LinkedIn, X, SMS, in-person events and newsletters).

30.7A You must clearly and prominently disclose that you receive a commission whenever you promote Socii, in the same medium as the promotion and with the same prominence. A disclosure buried in a profile, a link destination or a comment is not sufficient.

30.7B You must not:

• send unsolicited commercial electronic messages in breach of the Spam Act 2003 (Cth) or any equivalent law;
• purchase paid search ads on Socii brand terms or run misleading advertising;
• impersonate Socii or hold yourself out as having authority to bind us;
• offer cash rebates, kickbacks or other inducements to circumvent the Affiliate Program rate; or
• self-refer or attempt to claim commission on your own Account or accounts you control.

No Employment Relationship

30.8 Nothing in either program creates an employment, agency, franchise, partnership or joint venture relationship between you and us. You participate as an independent business and cover your own costs.

Program Changes

30.9 We may modify, suspend or discontinue either program at any time. We will give reasonable notice of material adverse changes to the commission rate or schedule. Already-eligible ledger entries at the time of any change will be honoured at the rate in force at the time the underlying invoice was paid.

31. Direct Messaging

31.1 The Platform provides a Direct Message feature that allows Users to send private messages to one another, subject to access controls. You may send a Direct Message to another User only if you share an active Connection with that User or if you and the recipient are both approved Black Book members.

31.2 Direct Messages, including any attachments, file links and contextual references to leads or Agreements, are stored on the Platform and are visible to the participants in the relevant message thread. We may also process message metadata (such as participants, timestamps and read status) to operate the messaging feature, deliver notifications and prevent abuse.

31.3 You are responsible for the content of any Direct Message you send. You must not use Direct Messages to send unsolicited commercial messages, spam, harassing or threatening content, malicious code, defamatory or unlawful content, or content that infringes the rights of any third party. We may suspend or remove your access to the Direct Message feature, redact or remove specific messages, or terminate your Account, if you breach this clause.

31.4 We do not monitor the content of Direct Messages in the ordinary course but reserve the right to access, review, preserve and disclose Direct Messages where we reasonably believe doing so is necessary to comply with the law, investigate a suspected breach of these Terms, protect the rights, property or safety of us, our Users or any third party, or respond to a legitimate request from a regulatory authority.

31.5 Direct Messages are not encrypted end-to-end. While we encrypt data in transit and at rest, we and our service providers may have technical access to message content. You should not use Direct Messages to share legally privileged communications, sensitive personal information beyond what is reasonably necessary for the conversation, or any information you do not wish to be retained on our infrastructure.

32. Calculator Tools and Public Lead Capture

32.1 We make Calculator Tools and other public lead capture forms (including the affiliate ROI calculator and any referral audit form) available at sociibook.com/tools and elsewhere on our public marketing pages.

32.2 The Calculator Tools provide general illustrative output based solely on the figures you enter. Results are estimates for general information purposes only. They do not constitute financial, legal, taxation, investment or other professional advice and must not be relied upon for any specific commercial decision. You should obtain independent professional advice before acting on any output. We make no representation or warranty as to the accuracy, completeness or suitability of any output and accept no liability for any loss arising from your use of, or reliance on, the Calculator Tools.

32.3 If you submit your contact details through a Calculator Tool or other lead capture form, we may use those details to respond to your enquiry, send you the requested follow-up content and assess your eligibility for membership. We will only send you newsletter or other marketing communications if you tick the relevant opt-in box at the point of submission. The opt-in is not pre-ticked. You may unsubscribe at any time in accordance with clause 7 of our Privacy Policy.

32.4 You must only submit your own details, or those of a person on whose behalf you are authorised to act, and the details you submit must be accurate. We may decline to respond to or may delete submissions that appear to be spam, automated or fraudulent.

33. Push Notifications and Account Security

Push Notifications

33.1 You may opt in to receive Push Notifications from the Platform on your browser or device. If you do, your browser or device will issue a push subscription endpoint and cryptographic keys, which we store against your Account and use to deliver Platform notifications via your browser or device vendor's push service (such as Apple Push Notification service, Firebase Cloud Messaging or Windows Push Notification Services).

33.2 We use Push Notifications to deliver Platform alerts (such as new Direct Messages, introduction requests, lead status updates and event reminders). Push Notifications are transmitted by your browser or device vendor and are subject to that vendor's own terms and reliability. We are not responsible for any failure of a third-party push service to deliver a notification or for any delay, loss or unauthorised disclosure caused by such a third-party service.

33.3 You may disable Push Notifications at any time through your browser or device settings or through the notification preferences in your Account.

Two-Factor Authentication

33.4 You may enable Two-Factor Authentication on your Account. When you do, we will require both your password and a current code from your authenticator application (or, if you cannot access the authenticator, a single-use backup code) to complete sign-in.

33.5 Backup codes are generated when you enable Two-Factor Authentication and are displayed only once. You are responsible for storing your backup codes securely. We store backup codes in hashed form and cannot retrieve the original values. If you lose your authenticator device and your backup codes, account recovery may require you to verify your identity through other means and may take time to complete.

33.6 You are responsible for keeping your sign-in factors (password, authenticator device and backup codes) confidential. You must notify us immediately if you suspect that any of them have been compromised.

34. General

34.1 Interpretation: In these Terms, unless the context otherwise requires:

• headings are for convenience only and do not affect interpretation;
• the singular includes the plural and vice versa;
• a reference to a person includes a natural person, body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity;
• a reference to a party includes that party's executors, administrators, successors and permitted assigns;
• a reference to any legislation includes any amendment, re-enactment or replacement of that legislation and any subordinate legislation made under it;
• a reference to 'including' or 'includes' means including without limitation;
• a reference to '$' or 'dollars' is to Australian dollars unless otherwise stated; and
• where a word or expression is defined, other grammatical forms of that word or expression have a corresponding meaning.

34.2 No rule of construction: No rule of construction applies to the disadvantage of a party because that party was responsible for the drafting of these Terms or any part of them.

34.3 Electronic communications: By using the Platform, you consent to receiving communications from us electronically, including by email and through notices posted on the Platform. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You acknowledge that you are able to print or download and retain a copy of these Terms and any other communications we provide to you electronically.

34.3A Phone, WhatsApp and SMS messaging: Clause 34.3 covers essential account, transactional and on-Platform communications. Separately, we run member group chats and coordinate events using phone-based messaging, including WhatsApp group chats and SMS. We will only add your phone number to a Socii WhatsApp group, or send you a WhatsApp or SMS message of that kind, if you have expressly opted in, and you can withdraw your consent at any time through your account settings, by replying STOP, or by asking to be removed. If you opt in to a WhatsApp group, your phone number and WhatsApp profile name will be visible to Meta (which operates WhatsApp) and to the other members of that group, and your use of WhatsApp is subject to Meta's own terms and privacy policy. Our handling of phone-based messaging is described further in our Privacy Policy and is conducted consistently with the Spam Act 2003 (Cth).

34.4 Entire agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and us in relation to your use of the Platform and supersede all prior agreements, understandings and representations in relation to such subject matter.

34.5 Severability: If any provision of these Terms is found to be invalid, void or unenforceable, that provision will be severed and the remaining provisions will continue in full force and effect.

34.6 Waiver: A failure or delay by a party to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy, and a waiver of a breach of any provision does not constitute a waiver of any subsequent breach.

34.7 Assignment: We may assign, transfer or novate our rights and obligations under these Terms to any third party without your consent. You may not assign, transfer or novate any of your rights or obligations under these Terms without our prior written consent.

34.8 Notices: Any notice required or permitted to be given under these Terms may be given by email to the email address registered to your Account (in the case of notices to you) or to the email address specified in clause 29 (in the case of notices to us). A notice sent by email is deemed received when the email enters the recipient's mail server.

34.9 Force majeure: Neither party will be liable for any delay or failure to perform its obligations under these Terms if such delay or failure is caused by circumstances beyond that party's reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemic, epidemic, strikes, or shortages of transportation, facilities, fuel, energy, labour or materials.

34.10 No partnership or agency: Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between you and us. A person who is not a party to these Terms has no right to enforce any provision of these Terms.

See also our Privacy Policy.