Disclaimer & Important Warning

Last updated 24/07/17

Resolve Australia Pty Ltd ABN 72 619 128 460

Disclaimer & Important Warning

Resolve Australia Pty Ltd (Resolve) is primarily a platform for wholesale, sophisticated and professional investors to directly invest private equity.

Resolve provides a business introduction service in accordance with ASIC Class Order 02/273 (Class Order) which provides an exemption to the disclosure requirements under section 708 of the Corporations Act (Cth) 2001 (Act).

Subscribers to our website, www.resolve.expert (Website), may come across opportunities in which they would like to invest, however, they may not be considered a ‘Sophisticated’ or ‘Professional’ investor within the meaning of the Act and they would therefore (without the Class Order) be subject to the disclosure requirements of the Act.

The Class Order provides these potential investors and share issuers/sellers with the framework in which they are able to raise private equity without complying with the disclosure requirements under the Act.

We confirm that:

1. we receive an agreed upon fee for providing the business introduction service; and

2. neither the Website nor Resolve is endorsed or approved by ASIC.

We wish to make you aware:

1. investment in new business carries high risks. It is highly speculative and before investing in any project about which information is given, prospective investors are strongly advised to take appropriate professional advice;

2. the information contained in our Website has been prepared by or on behalf of the person who is proposing to issue or sell the securities, scheme interests or other assets and neither Resolve nor the publisher (if any) has undertaken an independent review of the information contained in our Website;

3. the information contained in our Website about the proposed business opportunity and the securities, scheme interests or assets is not intended to be the only information on which the investment decision is made and is not a substitute for a disclosure document, product disclosure statement or any other notice that may be required under the Act, as the Act may apply to the investment. Detailed information may be needed to make an investment decision, for example: financial statements; a business plan; information about ownership of intellectual or industrial property; or expert opinions including valuations or auditors’ reports;

4. prospective investors should be aware that no established market exists for the trading of any securities or scheme interests that may be offered; and

5. Each Listing is subject to the requirements of Australian Securities and Investments Commission (ASIC) Class Order 02/0273. A copy of that Class Order can be found on the Operator’s web-site by clicking on the following link - https://www.comlaw.gov.au/Details/F2007B00368

6. the Website is subject to this Class Order.

Buyer Terms and Conditions

Last updated 24/07/17

Resolve Australia Pty Ltd ABN 72 619 128 460

Buyer Member Agreement

Standard Terms and Conditions

These Standard Terms and Conditions form the terms and conditions of an agreement by the person who, or by a duly authorised director or other representative of that person, has ticked or otherwise marked the box on the Resolve webpage styled “Register” in the manner therein prescribed and thereby evidenced that person’s agreement to become a Buyer Member.

Pursuant to such agreement, the Buyer has, inter alia, irrevocably instructed Resolve to carry out Introductions to potential Sellers and their Assets through publications and advertisements on the Website as contemplated under this Agreement in consideration for the payment by the Seller Member of the Listing Fee.

Definitions

The following terms are intended to have the following meanings for the purpose of this Agreement, including these Standard Terms and Conditions:

a) Act means Corporations Act 2001 (Cth); 


b) Agreement means this Seller Member Agreement including these Standard Terms and Conditions, as varied from time to time; 


c) Asset means any asset, including without limitation, investments and securities, whether issued, or investments and securities to be issued, by the Seller Member, being listed by the Seller Member on the Website or otherwise promoted for sale or dealing with, and for the sake of clarity includes an Unlisted Asset or general purpose business Assets. 


d) Associate has the meaning ascribed to it in the Act; 


e) Buyer means a person who has completed an agreement or agreements with Resolve that in doing so, qualified that person as a Buyer Member of Resolve and includes any Related Body Corporate, any Related Person any Related Entity or associate of any of the foregoing persons; 


f) Class Order means ASIC Class Order 02/0273 and any variation or extension thereof; 


g) Corporations Regulations means the Corporations Regulations, 2001 (Cth); 


h) Declaration means a declaration in relation to, and as referred to in, the Class Order,

i) Director means a director of a Seller at any time and from time to time; 


j) Excluded Party means a Buyer or Other Member who is a Wholesale Client; 


k) Financial Product Advice has the meaning given to that term in subsection 766B(2) of the Act; 


l) GST means the Goods and Services Tax that is more fully described in clause 18


m) Indemnified Party means any one of Resolve and each of its Related Bodies Corporate and Related Persons and Indemnified Parties means all of the foregoing; 


n) Introduction means any introduction of a Seller Member of an Asset to a Buyer Member of that Asset effected by Resolve that facilitates, enables, causes or results in, whether directly or indirectly, the sale of or other dealing in that Asset, including for the sake of clarity, the sale in or other dealing with an Unlisted Asset between the Seller Member and the Buyer Member; 


o) Listing has the meaning as defined in “Asset” above

p) Listing Fee is the fee payable defined in clause 9 below.

q) Member means an individual or joint Buyer, Seller or Other Member who or that has completed an agreement or agreements with Resolve and by doing so, qualified or entitled that person to access to and use of the Website and other Introduction services provided by Resolve from time to time, and who or that may be referred to in this Agreement as a Buyer Member, Seller Member or Other Member, respectively, and the term Membership will have a corresponding meaning; 


r) Meeting has the meaning given to that term in the Class Order; 


s) Other means a person who has completed an agreement or agreements with Resolve that in doing so, qualified that person as an Other Member of Resolve and will include any Related Body Corporate, any Related Person any Related Entity or associate of any of the foregoing persons;


t) Party means any party to this Agreement and any of their successors or permitted assigns; 


u) Person means and includes an individual, body corporate or any other entity that is legally capable to sue or be sued; 


v) Personal Advice has the meaning given to that term in subsection 766B(3) of the Act; 


w) Resolve means Resolve Pty Ltd ABN 72 619 128 460 and any Related Body Corporate or Related Person of that company; 


x) Publication has the meaning given to that term in the Class Order; 


y) Recommendation has the meaning given to that term in subsection 766B(6) of the Act; 


z) Related Body Corporate has the meaning ascribed to it in the Act; 


aa) Related Entity has the meaning ascribed to it in the Act; 


bb) Related Person means any one of a relevant party's directors, officers, employees, servants, agents, consultants or advisors;

cc) Seller means a person who has completed an agreement or agreements with Resolve that in doing so, qualified that person as a Seller Member of Resolve and will include any Related Body Corporate, any Related Person or any Related Entity or associate of any of the foregoing persons, who is an owner (sole or joint), a trustee, a beneficiary, an administrator or an executor (as applicable) of an Asset as listed by any of the foregoing on the Website;

dd) Unlisted Asset means an Asset that is not listed on the Website;


ee) Website means the website of Resolve as amended from time to time;

ff) Wholesale Client means a person or entity who or that is any one of:

i. wholesale client as defined within section 761G of the Act;

ii. a person to whom an offer of securities is being made and which offer satisfies the requirements of subsection 708(10) of the Act, to the satisfaction of Resolve; 


iii. a holder of an Australian Financial Services Licence (including a Retail Broker); 


iv. an investor who satisfies the requirements of subsections 708(8) or 708(11) of the Act; or 


v. a person to whom a disclosure document is not otherwise required to be given under Chapter 6D of the Act. 


1. Your acceptance

1.1. These are the terms on which Resolve Australia Pty Ltd ABN 72 619 128 460 (referred to as Resolve, us, our or we) permits users (referred to as User(s), you or your) to:

1.2. Access and use our website (http://www.resolve.expert) (Website) and functionality made available through the Website; 


1.3. View and interact with any content, information, communications, advice, text or other material provided by Resolve (Resolve Content), or any Member Content (as defined in clause 5); and

1.4. Upload Member Content to the Website and communicating with Resolve. 


1.5. You agree to be bound by these Terms by:

1.5.1. Using, browsing or accessing any part of the Website; or 


1.5.2. Becoming a Member through the Website. 


2. Registration of Accounts

2.1. The Website aims to be a resource for Seller Members wishing to display assets on the Website (Assets) to Buyer Members and Other Members. 


2.2. Although you may browse the Website without creating an account or providing your details, in order to access certain features and functionalities of the Website you will have to register as a Member through our Website by creating an account (Account) and by providing us with all of the information required including by entering Account identification and password (Password) at registration. 


2.3. When creating your Account, you will be asked to provide your personal details or connect your Account with your Facebook, Twitter or Google accounts. This information will assist us in providing the services associated with the Website to you. 


2.4. You warrant that all information and data provided by you in the registration of your Account is accurate, complete and up to date. You undertake to promptly inform Resolve if there is any change to this information or data. 


2.5. You may elect to change the Password at any time using the facility provided on the Website. You must immediately notify Resolve of any Password which is lost, inoperable or used in an unauthorised manner.

2.6. You will be fully responsible for all acts and omissions of any person using your Password and Account, as if they were your own acts and omissions. You agree that you will not share, disclose, or permit disclosure of, your Password, let anyone else access your Account or do anything that would risk the security of your Account. Resolve will not in any event be liable for any loss, damage, claims, costs or expenses arising out of the use or misuse of your Password and Account, and you will indemnify Resolve against all loss, damage, claims, costs or demands in this regard.

2.7. You must notify us immediately if you become aware of any unauthorised access or use of your Account.

2.8. You agree that if we disable or terminate your Account for any reason, you will not create another one without our permission, whether through the use of your own personal details or those related to you or created by you. 


2.9. We reserve the right to refuse registration of any Account, at our sole and absolute discretion. 


2.10. Your registration as a Member may be refused if your Member Content involves:

2.10.1. Any of the prohibited uses as defined below.


2.10.2. Is otherwise deemed inappropriate in our absolute discretion. 


3. Member Content

3.1. This clause 5 is subject to the terms applicable to the particular Member Agreement that applies to you.

3.2. When you become a Member registered on the Website, you may send to Resolve for upload, or may upload directly, onto the Website information and data regarding the Assets, your business' name and logo, and other material, comment, content, communication or text to our Website. All material you send to Resolve for upload, or that you upload directly, onto the Website will be your Member Content. 


3.3. Any Member Content you upload to our Website can be:

3.3.1. Accessed and viewed by the public and other Members; and 


3.3.2. Used by us in accordance with the licence terms set out herein including to promote our Website. 


3.4. You agree to be solely responsible for any Member Content that you upload to the Website. You warrant and represent that any Member Content you upload to the Website will not violate these Terms or any of the provisions of the Member Agreement. 


3.5. You retain ownership of all intellectual property rights in the Member Content you upload to our Website. By uploading the Member Content you grant us a perpetual, non-exclusive, royalty free, irrevocable, transferrable and worldwide licence (including the right to sub-license) to use, adapt, copy, communicate, reproduce, modify, display, exploit, publish, re-distribute, broadcast, transmit, create derivative works from and incorporate in other works, at any time in the future in any form and for any purpose (including but not limited to promotion or advertising use in the future). 


3.6. You consent to your Member Content being altered, edited or adapted by us for any reason including to ensure your Member Content does not infringe these Terms. To the extent that you have any moral rights (pursuant to the Copyright Act 1968 (Cth)) in the Member Content, by agreeing to these Terms, you provide an irrevocable and unconditional consent in favour of us, our successors, assignees, licensees and any other person authorised by any of them to use, modify or deal with your Member Content (whether or not currently in existence) to:

3.6.1. Perform, exhibit, reproduce, adapt and communicate any part of your Member Content in any medium and anywhere in the world without attributing you or any other person as an author of or contributor to that Member Content; 


3.6.2. Do any act or omission that would constitute derogatory treatment of your Member Content; 


3.6.3. Make any use of your Member Content that may falsely attribute authorship of the Member Content to another person; 


3.6.4. Delete or adapt or change any of your Member Content in any way, including by addition to or subtraction from your Member Content; or 


3.6.5. Combine or juxtapose your Member Content with anything else. 


3.7. Where the Member Content uploaded by you to our Website contains material from third parties, 
you warrant that you have obtained the moral rights consents described in clause 5.6 above from such third parties.

3.8. If you are uploading Member Content which involves or contains images of or references to a person(s), you warrant that the person is aware and has consented to the use of that Member Content in accordance with these Terms.

3.9. We may access or examine any Member Content and at our discretion, move, remove, block, modify, edit, refuse to upload or disable access to Member Content which we consider, in our sole discretion, to breach any law or to be otherwise unacceptable. 


3.10. You acknowledge that we:

3.10.1. Have no responsibility or liability for the deletion or failure to store any Member Content uploaded by you or your representative or agent on the Website; and 


3.10.2. Are not responsible for any Member Content uploaded to our Website by you or your representative or agent nor under any obligation to monitor, move, remove, edit, refuse to upload or disable access to it. 


3.11. You represent and warrant that:

3.11.1. You own the Member Content or have the necessary licenses, rights, consents, and permissions to publish the Member Partner Content you upload on the Website; 


3.11.2. You have the right and power to grant the licence as set out herein to us; 


3.11.3. The Member Content uploaded by you will not infringe the intellectual property rights of any third party; and 


3.11.4. You will not upload Member Content that will cause you to breach these Terms, in particular clause 7. 


3.12. You understand that we do not guarantee any confidentiality with respect to any Member Content you upload to our Website. 


3.13. You acknowledge and agree that we are under no obligation to take legal action in relation to, commencing, defending, enforcing, settling or compromising (as appropriate) any infringement, claim or actions relating to your intellectual property rights in Member Content or Resolve Content. 


4. Resolve Content

4.1. The Website is owned and operated by Resolve. 


4.2. The Resolve Content on the Website is for general information and promotional purposes only. Resolve does not warrant or make any representations as to any third party products or services described or referred to on the Website, including any Member Content. Any use of Resolve Content, Member Content or other materials or information uploaded to the Website by another person or organisation is at your own risk. Resolve will not be liable for any inaccuracies in data or information presented on the Website. You should confirm any such data or information with the person or organisation to which it relates. 


4.3. Resolve is not liable for the accuracy or content of any Member Content. To confirm the details of an Asset that you are interested in, you should contact the relevant Seller of that Asset. 


4.4. Information provided by Resolve on the Website is not intended as a substitute for financial advice. Because the Website has been prepared without consideration of any specific person's investment objective, financial situations or needs, an investment adviser should be consulted before any investment decision is made. Users acting on this information without first consulting an adviser do so entirely at their own risk. 


4.5. The Resolve Content on the Website is obtained and developed from a variety of sources including but not limited to collaborations with third parties and information provided by third parties under licence. Inclusion of Resolve Content, Member Content or other information uploaded by any other person or organisation on the Website is not an endorsement of any organisation, product or service. 


4.6. All intellectual property rights, including copyright, in the Website and Resolve Content (excluding Member Content) are owned or licensed by Resolve or any of its related entities. You must not copy, modify or transmit any part of the Website or Resolve Content. 


4.7. The Website contains trademarks, logos and trade names of Resolve or third parties which may be registered or otherwise protected by law. You are not permitted to use any trade marks, logos or trade names appearing on the Website. 


4.8. If you are a Buyer Member, Resolve grants you a non-exclusive and non-transferable licence to use the Website for your own personal use, including to browse the Website for Assets displayed on the Website and evaluate or compare the Assets according to your needs. 


4.9. If you are a Seller Member, Resolve grants you a non-exclusive and non-transferable licence to use the Website for the limited commercial purpose of displaying your Assets to Buyer Members and the general public who access or use the Website subject to the restrictions specified in clause 7 and elsewhere in these Terms. It is not to be otherwise used for commercial exploitation. 


4.10. If you are an Other Member, Resolve grants you a non-exclusive and non- transferable licence to use the Website for the limited commercial purposes set out in the Other Member Agreement, subject to the restrictions specified in clause 7 and elsewhere in these Terms. It is not to be otherwise used for commercial exploitation. 


5. Prohibited Uses

5.1. You agree that in accessing and using our Website, or uploading Member Content, you will not engage or attempt to engage in any activities that:

5.1.1. Post, link to, or otherwise communicate or distribute any material or information of any kind which brings Resolve or the Website into disrepute, or that questions or suggests that Resolve is not independent from the Buyer Members or Other Members listed on the Website or any misleading, deceptive, inappropriate, profane, defamatory, infringing, obscene, threatening, discriminatory, harassing, abusive, offensive, racially or sexually vilifying, indecent or unlawful material or information of any kind, or otherwise use the Website in a manner, which is unlawful or would infringe the rights of another person including any intellectual property rights; 


5.1.2. Subject to clauses 5.1, are commercial, including selling, marketing, advertising, or promoting goods or services or exploits the Website for your own commercial or unlawful purposes or the commercial or unlawful purposes of any other person (including the posting of advertisements, promotional materials, spam or any other materials that are contrary to our commercial or lawful interests); 


5.1.3. Download (other than page caching) or modify the Website or any portion of the Website;

5.1.4. Frame the Website without Resolves’ express written permission; 


5.1.5. Impersonate or falsely claim to represent a person or organisation; 


5.1.6. Bypass (or attempt to bypass) any security mechanisms imposed by the Website; 


5.1.7. Provides access or links to any material (including links to peer to peer network trackers/beacons) which may infringe the intellectual property rights of another person; 


5.1.8. Deletes or alters or attempts to delete or alter attributions, legal notices, trademarks or copyright marks on any material contained in the Website; 


5.1.9. Knowingly posts or transmits or permits the posting or transmission of any material, which contains a computer virus or other harmful data, code or material; 


5.1.10. Solicit information (including login information) or access an Account other than your own Account; or 


5.1.11. Post, link to, or otherwise communicate or distribute any material or information that we deem inappropriate. 


6. Access and communication

6.1. Subject to the consumer guarantees provided for in the ACL (as defined in clause11.2), Resolve does not warrant that you will have continuous access to the Website. Resolve will not be liable in the event that the Website is unavailable to you due to computer downtime attributable to malfunctions, upgrades, preventative or remedial maintenance activities, interruption in telecommunications supply or otherwise. 


6.2. Resolve does not guarantee the delivery of communications over the internet as such communications rely on third party service providers. Electronic communication (including electronic mail) is vulnerable to interception by third parties and Resolve does not guarantee the security or confidentiality of these communications or the security of the Website. 


6.3. Resolve does not provide, and has no control over, communications, networks or services, the internet or other technology required or used across the Website and accepts no responsibility for any direct or indirect loss in any form associated with them, whether due to congestion, technical malfunction, viruses or otherwise. 


6.4. Resolve assumes no responsibility for the accuracy, correctness, timeliness or content of the Resolve Content or other materials provided on the Website. 


7. Representations and Warranties

7.1. The obligation of Resolve to perform all or any of the obligations or discharge any or all of its liabilities that would otherwise result from its entry into, or performance of any act pursuant to the terms and conditions of, this Agreement, is and will remain conditional upon the Buyer:

7.1.1. warranting, representing and undertaking to Resolve that the Buyer, to the extent relevant and applicable:

7.1.2. has complete and sufficient authority and power to enter into, execute, deliver and perform its obligations under the Agreement; 


7.1.3. by performing any of the acts or proposed acts of the Buyer required to be performed pursuant to the provisions of this Agreement, or any other acts that are performed, will not breach or infringe any law or regulation including without limitation, of the Act or of any Corporations Regulations or the Class Order, in relation to the conduct of the business activities of the Buyer or Resolve; 


7.1.4. will not contravene or be required to contravene any agreements to which it is a party or any law or regulation including without limitation, of the Act or of any Corporations Regulations, in relation to the conduct of the business activities of the Buyer or Resolve; 


7.1.5. will fully comply with all relevant legislation in relation to the conduct of the affairs of the Buyer and Resolve in the course of performing any and each of its obligations and liabilities under the terms and conditions of this Agreement including, but not limited to, the Act, any Corporations Regulations and the Class Order; 


7.1.6. has and will have established procedures in order to ensure the continued compliance with the requirements of all applicable Australian and overseas laws and will maintain and operate those procedures in accordance with their requirements; 


7.1.7. is not in breach of any material provision of the Act or any other relevant law or regulation in respect of any Assets; 


7.1.8. has not and will not engage in conduct that is misleading or deceptive or is likely to mislead or deceive in relation to any Assets or otherwise; 


7.1.9. will keep Resolve fully informed at all times and in a timely and complete manner, as to the progress and/or completion of the purchase of any Asset and/or any and all current and future dealings with any Seller Member concerning any Asset, for a period of at least 2 years from the date of the first introduction by Resolve of any Seller Member or Intermediary and their Related Bodies Corporate and Related Persons to the Buyer; 


7.1.10. unconditionally agrees and acknowledges that Resolve and the Seller will be and remain entitled to make any decisions and take any actions of under or in respect of an Asset including, but not limited to, any amendment of the price or otherwise any terms of sale; 


7.1.11. unconditionally agrees and acknowledges that these Standard Terms and Conditions constitute the entire agreement between the Buyer and Resolve to the exclusion of all prior warranties, representations, understandings and agreements between the Buyer and Resolve;

7.1.12. agrees to be legally bound by this Agreement, Terms and Conditions of Use and Privacy Policy that govern the Buyer’s access to and use of the Website and the relationship as between the Buyer and Resolve; 


7.1.13. will, in performing its obligations and duties under this Agreement comply with, and ensure that all of its respective personnel also comply with, and must not do or omit to do (and must ensure that all of its personnel do not do or omit to do) anything which could cause Resolve to breach the Privacy Act 1988 (Cth) (Privacy Act) and the Australian Privacy Principles under the Privacy Act in respect of all personal information (as defined in the Privacy Act) (Personal Information) that the Member or Resolve collects, uses discloses and otherwise handles in the course of or in connection with this Agreement or the promotion for sale, actual sale or purchase, of any Asset; 


7.2. in relation to an Asset which is a security or other interest which is or may be subject to any of the provisions of Part 6D.2 or Chapter 7 of the Act, then the Buyer:

7.2.1. unconditionally agrees and acknowledges that Resolve is an introduction service (through means that include Publications and advertisements on the Website) in accordance with the Class Order

7.2.2. shall do all acts in its own right and as may be requested by Resolve to ensure that neither the Buyer nor Resolve breaches the provisions of the Act, including without limitation, Part 6D.2 and Chapter 7 of the Act, the requirements and conditions of any Corporations Regulations or the Class Order and the requirements and disclosures required or disallowed for a Meeting (within the meaning of that term in the Class Order); 


7.2.3. unconditionally agrees and acknowledges that, in relation to any listing of an Asset on the Website that requires a Buyer to be accredited as a Wholesale Client, if a Buyer introduced by Resolve to a Seller is not yet accredited as a Wholesale Client then the Buyer undertakes that it will not complete any sale or other dealing in the Asset with such Seller, including without limitation the entry into of any formal documentation in relation to a transaction of the Asset until that Buyer is accredited as a Wholesale Client;

7.2.4. undertakes that the Buyer will sign all documents, do all acts and provide all necessary documentation to Resolve and/or the Seller to ensure that the Buyer becomes accredited as a Wholesale Client either (or both) prior to the Buyer dealing in the Asset and/or immediately upon receiving a direction of or request from Resolve to do so; and 


7.2.5. undertakes that it will have read and understood the content of any Declaration, prior to the completion of any sale or other dealing in the Asset, including without limitation the entry into of any formal documentation in relation to a transaction of an Asset; and 


7.2.6. unconditionally agrees and acknowledges that its consideration of Assets offered by a Seller and the entry into any subsequent negotiations and transactions with a Seller has been undertaken in accordance with and reflects the Declaration; and 


7.2.7. unconditionally agrees and acknowledges that Resolve has entered into this Agreement in reliance on the representations, warranties, acknowledgements and undertakings given by the Buyer in these Standard Terms and Conditions.

7.2.8. Undertaking to and in favour of Resolve that it will when required to do so by Resolve:

7.2.9. keep Resolve informed, in a timely and complete manner, of any and all material changes to the Buyer’s position as a Wholesale Client; and 


7.2.10. not refer to Resolve in any publication, advertisement or document (whether in written, verbal, electronic or any other form) to be distributed to third parties without Resolve’ prior written consent. 


7.3. In relation to any Asset listed or that is proposed to be displayed on the Website or any Unlisted Asset the Buyer agrees and acknowledges that:

7.3.1. subject to the provisions of clause 2(b), the description, proposed sale price (if any) and proposed terms and conditions (if any) of any proposed sale of that Asset have been determined by the Seller and may be varied and/or amended from time to time without notice and in the Seller’s total discretion; 


7.3.2. the sale price and other terms and conditions of the sale of an Asset will be finalised between the Seller and the Buyer in due course; and 


7.3.3. the Buyer agrees and acknowledges that the offer and/or sale of the Asset will not be made pursuant to a prospectus or disclosure document that is or is required to be compliant with the provisions of Part 6D.2 of the Act. 


7.4. By entering into this Agreement and becoming a Buyer Member the Buyer irrevocably warrants to, acknowledges and agrees with Resolve that:

7.4.1. all information disclosed to the Buyer on the Website or otherwise by Resolve, including without limitation the identity of potential Sellers, and/or by a Seller in connection with any Introduction (and subsequent buying and selling) of an Asset is strictly confidential and must be kept confidential by the Buyer; 


7.4.2. Resolve has not provided, will not and is not required to provide, the Buyer with any Financial Product Advice, Personal Advice or any Recommendation; 


7.4.3. the Buyer acknowledges that Resolve does not make a market and will not operate a market (as defined and described in section 766D of the Act) in relation to any Asset; 


7.4.4. the Buyer agrees to be bound by the Declaration, any Publication and all of the terms and conditions of the Website; and 


7.4.5. the Buyer will be taken to have represented and warranted for the benefit of Resolve each of the various representations and warranties set out in this Agreement. 


7.5. Notwithstanding anything contained herein to the contrary and without limiting any other remedies available to Resolve and without the need for any prior notice to the buyer (written or otherwise), Resolve may at any time and for any reason (in its absolute discretion):

7.5.1. limit, suspend or terminate any one or more or all of:

7.5.1.1. access to the Website and the Buyer’s Membership account(s); 


7.5.1.2. the services of Resolve; 


7.5.1.3. the Membership of a Buyer; 


7.5.1.4. the listing of an Asset on the Website; and 


7.5.1.5. any service of seeking and providing Introductions for an Unlisted Asset; 


7.5.2. prohibit access to or use of any Resolve services; 


7.5.3. delay or remove hosted content from the Website; 


7.5.4. take all technical, practical and legal steps to exclude the Buyer and/or any Asset from access to or the use of the Website;

7.5.5. in appropriate circumstances and at its absolute discretion, suspend or terminate Membership account(s) of any Member including but not limited to Members who may be repeat infringers of intellectual property rights of Resolve or any third party; and

7.5.6. cancel any Membership for any reason including but not limited to being inactive for a prescribed period of time or to modify or discontinue any Resolve service

8. Information

8.1. Resolve will be: 


8.1.1. under no obligation to verify independently any information, data, financials, forecasts or other information as provided to or otherwise obtained by Resolve; and 


8.1.2. under no obligation to determine whether there has been, or to investigate, any change in any such information occurring after the date that it was provided to or obtained by Resolve. 


9. Fees

9.1. There are no fees payable by the Buyer to Resolve in respect of any access to the Website or any Introductions effected by Resolve and any subsequent sale or purchase of any Asset. However, the Buyer hereby acknowledges and accepts that Resolve is entitled to earn a Listing Fee as payable by the Seller or any other expense or fee, as agreed between Resolve and the Seller or any other person selling an Asset.

10. Using Website and services of Resolve

10.1. Whilst using the Website and services of Resolve, the Buyer irrevocably agrees it will not:

10.1.1. post false, inaccurate, misleading, defamatory or offensive content (including personal information) on the Website or content that infringes the rights of third parties, including content that infringes on intellectual property rights such as copyright or trademark; 


10.1.2. breach or infringe any laws, third party rights and/or any policies of Resolve;

10.1.3. distribute or post spam, unsolicited or bulk electronic communications, chain letters or pyramid schemes of any nature on the Website; 


10.1.4. distribute viruses or any other technologies that may harm the Website or the interests or property of Resolve, its Members and users; 


10.1.5. copy, modify or distribute rights or content of Resolve’ copyrights and trademarks; or 


10.1.6. otherwise collect information about Resolve, Members and/or users including email addresses without their prior written consent. 


11. Content on the Website

11.1. When the Buyer provides Resolve with any content in relation to an Asset or the sale of an Asset, the Buyer will thereby unconditionally:

11.2. grant Resolve, and thereby represent to Resolve that it has the right to grant to Resolve, a non-exclusive, worldwide, perpetual, irrevocable, royalty-free right to exercise any and all copyright, trademark, publicity, design, database rights and intellectual property rights that the Buyer may have in the content in any medium known now or in the future; and 


11.3. waive all moral rights that it has or may acquire in that content to the fullest extent permitted by law. 


12. The Website

12.1. The Buyer hereby agrees and acknowledges that:

12.1.1. there are and always will remain, risks when using the Website;

12.1.2. Resolve is not responsible for any other Member’s or user’s content, actions or omissions;

12.1.3. Resolve is not an auctioneer nor the maker of a marketplace and the Website is merely a venue (which may change from time to time) for providing Introduction services including to allow Seller Members to list Assets on the Website and Buyer Members to view Assets at any time on the Website, and from any location

12.1.4. Resolve is not a party to or otherwise involved in any actual transaction between a Buyer and a Seller

12.1.5. Resolve has no control over and does not guarantee the existence, financial performance, suitability, quality, safety or legality of any Asset listed on the Website, the truth or accuracy of content relating to any Asset, the ability or willingness of any Buyer to enter into or pay for any transaction or that a Buyer or Seller will actually complete a transaction; 


12.1.6. when the Buyer enters into any formal documentation for a transaction, it thereby creates a legally binding contract between itself and the applicable Seller, and the Buyer must ensure that it complies with its obligations to that Seller under the terms and conditions of that documentation; 


12.1.7. if any Member breaches any obligation to the Buyer, then the Buyer and not Resolve, is and will be responsible for enforcing any rights that the Buyer may have against that Member as a result of that breach. 


12.1.8. the Buyer alone, and not Resolve, is responsible for ensuring that its purchases or any other activities that it conducts including on the Website are lawful; 


12.1.9. the Buyer must ensure that it complies with all applicable laws in Australia and other countries; 


12.1.10. the Buyer must ensure that it strictly complies with all the provisions of this Agreement and the policies which form part of this Agreement

12.1.11. Resolve does not and will not take ownership of any Asset at any time and does not deal with or transfer legal or beneficial ownership of any Asset or funds from a Seller to a Buyer or vice versa;

12.1.12. Resolve does not guarantee continuous or secure access to the Resolve services or the Website which may be interfered with or prohibited by numerous factors, including those outside the control of Resolve.

12.2. Breach

12.2.1. Without limiting other remedies available to Resolve at law, in equity or under this Agreement, Resolve may, without notice to the Buyer and at the sole and absolute discretion of Resolve, issue a Buyer with a warning, restrict a Buyer’s activities through the Website (including but not limited to listing and viewing any Asset), temporarily or indefinitely suspend or terminate the Buyer’s Membership with Resolve and/or refuse to provide any or all of the services of Resolve to the Buyer, if Resolve:

12.2.1.1. believes in its absolute, unfettered discretion that either:

12.2.1.1.1. the Buyer has breached or failed to perform any of its obligations or duties under the provisions of this Agreement or any Resolve’ policies; or 


12.2.1.1.2. it is reasonably likely that any such breach or failure will occur; 



12.2.1.2. believes in its absolute, unfettered discretion that any action or proposed action by or on behalf of a Buyer has caused or may cause loss or damage to or otherwise unlawfully harm Resolve, the Buyer, any Member or user of the Website or any Related Body Corporate or Related Person of any of the foregoing. 


12.2.2. For security, confidentiality and privacy reasons, Resolve is not obliged to provide the Buyer or any other Member with the details, outcome or consequences of any investigation that Resolve may conduct or conducts, or any action which Resolve has taken or may take, in relation to the Buyer.

13. Intellectual Property Rights

13.1. Resolve retains all copyright and all other intellectual property rights in everything it develops or proposes (or is involved in developing or proposing) including, without limitation, its methodologies, systems and know-how. Resolve retains all copyright and other intellectual property rights in all information and other deliverables provided to the Buyer. However, the Buyer will have full right to use all materials provided by Resolve within its own organisation on a ‘need to know’ basis. If the Buyer wishes to use the materials outside its own organisation, it must first obtain Resolve’ written consent. The Buyer consents to Resolve disclosing the Buyer’s logos and other similar intellectual property where and when Resolve elects for the purposes of assisting in the sale of an Asset or otherwise in accordance with any act or omission of Resolve permitted to be taken under the provisions of this Agreement. Resolve acknowledges that such use of the Buyer’s intellectual property will not amount to any assignment or transfer of ownership to Resolve of any such logos and other similar intellectual property.

14. Indemnity

14.1. The Buyer hereby represents and warrants to Resolve that it has and will retain full responsibility and accepts full liability for the contents and issue of any statement relating to an Asset on the Website and/or to any Unlisted Asset, presentations, documents and/or related marketing materials in the course of or in connection with the Introductions contemplated under this Agreement (each a Marketing Document) or any information or document that accompanies a Marketing Document.

14.2. The Buyer irrevocably indemnifies each Indemnified Party and must keep each Indemnified Party wholly indemnified against any and all liability, damages, claims and losses directly or indirectly arising from, and all costs, charges and expenses arising in connection with:

14.2.1. an Asset or any matter or activity referred to or contemplated by this Agreement; 


14.2.2. the issue of a Marketing Document or a Publication (or any information or document accompanying the Marketing Document or a Publication); 


14.2.3. any statement in a Marketing Document or a Publication (or any information or document accompanying the Marketing Document or a Publication) that is or becomes misleading or deceptive or any omission from a Marketing Document or a Publication; 


14.2.4. any conduct by a person (other than Resolve) in connection with the issue of a Marketing Document or a Publication (or any information or document accompanying the Marketing Document or a Publication) that is misleading or deceptive or likely to mislead or deceive; 


14.2.5. any conduct by the Buyer in relation to an Asset that is in contravention of any law, regulation or rule including without limitation the Act, any Corporations Regulations or the requirements the Class Order;

14.2.6. any breach or failure by the Buyer to observe any of the terms and conditions of this Agreement, the Privacy Policy or Website Terms and Conditions of Use, including, but not limited to, the representations and warranties provided therein; 


14.2.7. any liability of Resolve, or any claim that Resolve has incurred or will incur, any liability under the Act, any Corporations Regulations, the Class Order or any other law (including, but not limited to, the Competition and Consumer Act 2010 (Cth)) in relation to an Asset or the disclosure or promotion of the sale an Asset; or 


14.2.8. any review or investigation undertaken by the Australian Securities & Investments Commission or any other regulatory authority as a result of an alleged or actual failure to comply with the conditions and requirements the Act, any Corporations Regulations, the Class Order or any other law (including, but not limited to, the Competition and Consumer Act 2010 (Cth)) in relation to an Asset or the disclosure or promotion of the sale of an Asset.

14.3. Any approval or consent given by Resolve does not waive or prejudice the right of an Indemnified Party to the indemnity as stated in these Standard Terms and Conditions and such rights survive the expiry or Termination of this Agreement. The Buyer agrees that Resolve holds the benefit of this indemnity on trust for itself and all other Indemnified Parties. 


14.4. Resolve disclaims any and all responsibility, whether to the Buyer or any third party, for any and all claims arising out of information disclosed, disseminated or published by Resolve that is based upon, either in whole or in part, any information provided to Resolve by or on behalf of the Buyer which is or becomes misleading, inaccurate or incomplete. 


14.5. If for any reason any or all of the above indemnities are unavailable at law or are otherwise unavailable or insufficient to hold Resolve or any other Indemnified Party harmless against any losses which Resolve or that other Indemnified Party is stated to be indemnified for, the respective proportional contribution of the Buyer and the Indemnified Party in relation to the relevant loss will be as agreed between them, or failing agreement within ten (10) days after the date of the first attempt to achieve that agreement, as determined by a court of competent jurisdiction having regard to the respective extent and nature of participation or involvement of the Buyer and the Indemnified Party in connection with the act complained of. Notwithstanding the foregoing, the Buyer acknowledges and agrees that in no event will any Indemnified Party be required to contribute to any losses which in aggregate exceed the Listing Fee actually paid to and received by Resolve in immediately available funds under this Agreement in respect of the relevant Asset in connection with which the relevant indemnity obligation has arisen. 


15. Conduct of Proceedings

15.1. Where any legal or other proceedings arise and the Buyer confirms in writing that an Indemnified Party is indemnified pursuant to these Standard Terms and Conditions, then the Buyer is and will remain entitled to defend or institute legal or other proceedings at the Buyer’s cost, in the name of that Indemnified Party and those proceedings will be conducted under the management and control of the Buyer (with reasonable consultation with Resolve and any other relevant Indemnified Party), provided that:

15.1.1. neither the Buyer nor Resolve has the power to settle, compromise, consent to early judgment in or otherwise seek to terminate any action, suit, proceeding, investigation or claim in respect of which indemnification has or may be sought under these Standard Terms and Conditions without the prior written consent of the other; and 


15.1.2. such settlement, compromise, consent or termination shall include a release of each applicable Indemnified Party from any liabilities arising out of such action, suit, proceeding, investigation or claim. 


16. Limitation of Liability

16.1. Resolve may assist the Other Member in the manner set out in this Agreement. However, Resolve accepts no liability or responsibility in the event that a transaction (subsequent to an Introduction) involving an Asset does not proceed or the quantum of sale proceeds that is agreed between a Seller and a Buyer is not received

16.2. The Buyer acknowledges that the Introduction services to be provided as detailed in this Agreement will be provided by Resolve alone and any recourse of the Buyer or any third party is to Resolve rather than to any of Related Body Corporate or Related Person of Resolve. Resolve will not be liable for any failure or delay in performing the services detailed in this Agreement if that failure or delay arises from anything beyond its control including without limitation the untimely performance by a Seller, Buyer or Other Member of any of its obligations or duties. 


16.3. If a Buyer has a dispute with one or more of the Members, that Buyer hereby irrevocably and unconditionally releases and discharges Resolve from and against any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any such dispute. 


16.4. Subject to clauses 16.1 to 16.8 (inclusive), Resolve is not liable to the Buyer or to any other person for any direct, indirect, incidental, special or consequential loss or damage, loss of money, loss of profits or anticipated profits, loss of goodwill, economic loss, loss of business opportunity, loss of revenue, loss of data or loss of reputation (whether based in contract, tort (including negligence), statute or otherwise) including any damage that results or arises, directly or indirectly, from any wrongful or negligent act or omission of Resolve or out of a Buyer’s use of or inability to use the Website or any services of Resolve. 


16.5. Any representation, warranty, condition, term, guarantee, indemnity or undertaking that would be implied in, or affect, this Agreement by legislation, common law, tort, equity, or by course of performance, dealing, trade, custom or usage is excluded to the maximum extent permitted by law.

16.6. Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy conferred on the Buyer by the Australian Consumer Law, Schedule 2 of the Competition and Consumer Act 2010 (Cth) if applicable that cannot be excluded, restricted or modified by agreement.

16.7. To the fullest extent permitted by law, the liability of Resolve for a breach of a non-excludable guarantee referred to in clause 42 is limited to:

16.7.1. the supplying of the services again; or 


16.7.2. the payment of the cost of having those services supplied again. 


16.8. Despite any other provision of this Agreement, clauses 16.1 to 16.8 (inclusive) survive the expiry or Termination of this Agreement.

17. Confidentiality

17.1. Any information about the Assets, the Seller or the Buyer provided by a Seller or a Buyer to the Other Member must not be reproduced or transmitted to or discussed with any other person (other than the Other Member’s Related Persons on a ‘need to know’ basis) at any time whatsoever without the prior written consent of the Buyer or Resolve. This clause does not apply to any information which:

17.1.1. is generally available to the public (other than as a result of wrongful disclosure); or 


17.1.2. is required to be disclosed by any law, ASX Listing Rules or any regulatory authority (but only to the extent so required).

17.2. Without limitation to the provisions above, the Buyer hereby consents and acknowledges that Resolve may share non confidential information or matters relating to the Buyer with any of the Related Persons and Related Bodies Corporate of Resolve as well as with other Members and their respective Related Persons and Related Bodies Corporate, or any of their respective professional advisers, all of whom may, in turn, likewise share that non-confidential information relating to the Buyer with Resolve. 


18. Goods and Services Tax Liability (GST)

18.1. All references to any amount payable by the Seller to Resolve under this Agreement (including amounts payable as a fee and amounts payable under any indemnity) are exclusive of GST. If GST applies to any supply or service under this Agreement, any consideration for that supply or service will be increased on account of the GST so that the supplier retains the GST exclusive amount. The Parties will negotiate in good faith in relation to the treatment for GST purposes, in regard to any services or element of services supplied under or in connection with this Agreement which may be subject to GST. If, as a direct consequence of any supply made by Resolve under this Agreement being an input taxed supply, Resolve is not entitled to claim any input tax credit for GST paid or payable by, or recovered from Resolve, then Resolve may recover from the Seller an additional amount equal to the previously mentioned GST for which Resolve cannot claim an input tax credit.

19. Amendments to this Agreement

19.1. Each Member is and will remain responsible to check the Website from time to time to inform itself about any modifications or amendments of clauses to this Agreement. 


19.2. Where any modification or amendment to this Agreement is considered by Resolve (in its absolute discretion) to be necessary or prudent and sufficiently material, Resolve will, as soon as practicable, notify the Member who is a party to this Agreement, and any other Member that Resolve believes should be so notified, of such modification or amendment by giving to each such person no less than 5 days written notice ( Notice Period) during which Notice Period the current version of this Agreement will remain in full force and effect. If the Member who is a party to this Agreement does not deliver in writing to Resolve an objection to the relevant modification or amendment within the Notice Period, then it will be deemed to have: 


19.2.1. irrevocably accepted, and be bound by, the relevant modification or amendment as notified by Resolve; and

19.2.2. confirmed that all other terms and conditions of this Agreement remain in full force and effect.

20. Severance and Other Provisions

20.1. Any provision of the Agreement is only ineffective if and to the extent that it is void or unenforceable and will not invalidate any remaining provision of this Agreement and this Agreement will remain in full force and effect other than only to the extent that the offending provisions(s) will be deemed to be deleted. 


20.2. In the event of any inconsistency with the provisions of this Agreement, the Terms and Conditions or Use and the Privacy Policy, then the provisions of this Agreement shall prevail. 


20.3. Each indemnity in this Agreement survives the termination of any Buyer’s Membership or expiry or Termination of this Agreement. 


20.4. A term or condition of, or act done in connection with, this Agreement does not operate as a merger or termination of any of the undertakings, warranties and indemnities in this Agreement or the rights or remedies of the parties under this Agreement which continue unchanged. 


20.5. Nothing in this Agreement may be construed as creating a relationship of partnership, or of trustee and beneficiary or a fiduciary relationship.


20.6. Without limitation to the clause above, the Buyer by entering into this Agreement:

20.6.1. appoints Resolve to act as its agent in connection with any Introduction and transaction that the Buyer may enter into with a Seller; and 


20.6.2. agrees and acknowledges that the sole terms and conditions of the abovementioned appointment of Resolve as its agent will be as set out in these terms and conditions. 


21. Termination of your access to the Website

21.1. Resolve may, without prior notice, at any time immediately suspend or terminate your access (including restricting access) to the Website or any feature of the Website for any reason (including due to your breach or alleged breach of these Terms) in its sole and absolute discretion and without prior notice. Any licenses, consents and indemnities given by you and any limitations of our liability survive such termination.

22. Risk warning

22.1. Investing in unlisted, off-market and/or illiquid Assets involves a number of risks and challenges. If you choose to acquire Assets displayed on the Website you need to be aware of and accept:

22.1.1. Loss of capital – most unlisted businesses and assets fail and if you acquire an Asset it is significantly more likely that you may lose all of your investment than that you will see a return of capital or a profit. You should not invest more money on an Asset displayed on the Website than you can afford to lose without altering your standard of living; 


22.1.2. Illiquidity – the market and the value of any Assets displayed on the Website must be considered to be illiquid and likely to remain illiquid. Any Buyer Member must seek their own independent expert advice as to the value, suitability and prospects for any Assets to be acquired in any manner by a Buyer Member. Resolve is irrevocably released and forever quit claim by any Member in relation to the value, suitability and prospects for any Assets displayed on the Website; 


22.1.3. Diversification – investing in unlisted businesses and Assets should only be done as part of a diversified portfolio. This means that you should invest relatively small amounts in multiple businesses rather than a lot in one or two businesses. It also means that you should invest only a small proportion of your investable capital in early-stage businesses as an asset class, with the majority of your investable capital invested in safer, more liquid assets. 


23. No investment advice

23.1. The content of the Website is purely factual information and does not involve any recommendation or statement of opinion by us or any other person. It is not intended to be personal or general financial advice, does not take into account your objectives, financial situation or needs and you should not treat it at such. Before you make any investment decisions, you should obtain professional independent investment advice and consider any relevant disclosure documents. Resolve does not endorse or recommend or advise investment in any securities or investments referred to on the Website. Nothing on the Website is, or shall be, construed as an offer of, or an invitation to take up, securities or investments.

24. Disclosure of interest

24.1. Resolve and Other Members and Seller Members may receive payments, commissions or other commercial benefits from each other in connection with these Terms. Resolve and its associates may hold securities or an interest in a Seller Member and/or Assets displayed on the Website. 


25. Jurisdiction and law

25.1. These Terms are governed by and must be construed in accordance with the laws of the State of Victoria, Australia. You submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters arising out of or relating to these Terms, their performance and subject matter. 


26. International Use

26.1. We make no representation or warranty that any information or content accessible through the Website are appropriate or available for use in locations outside Australia. 


27. Severability

27.1. Each provision of these Terms is severable from the others and no severance of a provision will affect any other provision. 


28. Contacting us

28.1. If you have questions about the Website or the Terms, please contact us by email at admin@resolve.expert or by telephone at +614 08 009 689

Seller Terms and Conditions

Last updated 24/07/17

Resolve Australia Pty Ltd ABN 72 619 128 460

Seller Member Agreement

Standard Terms and Conditions

These Standard Terms and Conditions form the terms and conditions of an agreement by the person who, or by a duly authorised director or other representative of that person, has ticked or otherwise marked the box on the Resolve webpage styled “Register” in the manner therein prescribed and thereby evidenced that person’s agreement to become a Seller Member.

Pursuant to such agreement, the Seller has, inter alia, irrevocably instructed Resolve to carry out Introductions to potential buyers of Seller’s Asset(s) through publications and advertisements on the Website as contemplated under this Agreement in consideration for the payment by the Seller Member of the Listing Fee.

Definitions

The following terms are intended to have the following meanings for the purpose of this Agreement, including these Standard Terms and Conditions:

a) Act means Corporations Act 2001 (Cth); 


b) Agreement means this Seller Member Agreement including these Standard Terms and Conditions, as varied from time to time; 


c) Asset means any asset, including without limitation, investments and securities, whether issued, or investments and securities to be issued, by the Seller Member, being listed by the Seller Member on the Website or otherwise promoted for sale or dealing with, and for the sake of clarity includes an Unlisted Asset or general purpose business Assets. 


d) Associate has the meaning ascribed to it in the Act; 


e) Buyer means a person who has completed an agreement or agreements with Resolve that in doing so, qualified that person as a Buyer Member of Resolve and includes any Related Body Corporate, any Related Person any Related Entity or associate of any of the foregoing persons; 


f) Class Order means ASIC Class Order 02/0273 and any variation or extension thereof; 


g) Corporations Regulations means the Corporations Regulations, 2001 (Cth); 


h) Declaration means a declaration in relation to, and as referred to in, the Class Order,

i) Director means a director of a Seller at any time and from time to time; 


j) Excluded Party means a Buyer or Other Member who is a Wholesale Client; 


k) Financial Product Advice has the meaning given to that term in subsection 766B(2) of the Act; 


l) GST means the Goods and Services Tax that is more fully described in clause 19 


m) Indemnified Party means any one of Resolve and each of its Related Bodies Corporate and Related Persons and Indemnified Parties means all of the foregoing; 


n) Introduction means any introduction of a Seller Member of an Asset to a Buyer Member of that Asset effected by Resolve that facilitates, enables, causes or results in, whether directly or indirectly, the sale of or other dealing in that Asset, including for the sake of clarity, the sale in or other dealing with an Unlisted Asset between the Seller Member and the Buyer Member; 


o) Listing has the meaning as defined in “Asset” above

p) Listing Fee is the fee payable defined in clause 9 below.

q) Member means an individual or joint Buyer, Seller or Other Member who or that has completed an agreement or agreements with Resolve and by doing so, qualified or entitled that person to access to and use of the Website and other Introduction services provided by Resolve from time to time, and who or that may be referred to in this Agreement as a Buyer Member, Seller Member or Other Member, respectively, and the term Membership will have a corresponding meaning; 


r) Meeting has the meaning given to that term in the Class Order; 


s) Other means a person who has completed an agreement or agreements with Resolve that in doing so, qualified that person as an Other Member of Resolve and will include any Related Body Corporate, any Related Person any Related Entity or associate of any of the foregoing persons;


t) Party means any party to this Agreement and any of their successors or permitted assigns; 


u) Person means and includes an individual, body corporate or any other entity that is legally capable to sue or be sued; 


v) Personal Advice has the meaning given to that term in subsection 766B(3) of the Act; 


w) Resolve means Resolve Pty Ltd ABN 72 619 128 460 and any Related Body Corporate or Related Person of that company; 


x) Publication has the meaning given to that term in the Class Order; 


y) Recommendation has the meaning given to that term in subsection 766B(6) of the Act; 


z) Related Body Corporate has the meaning ascribed to it in the Act; 


aa) Related Entity has the meaning ascribed to it in the Act; 


bb) Related Person means any one of a relevant party's directors, officers, employees, servants, agents, consultants or advisors;

cc) Seller means a person who has completed an agreement or agreements with Resolve that in doing so, qualified that person as a Seller Member of Resolve and will include any Related Body Corporate, any Related Person or any Related Entity or associate of any of the foregoing persons, who is an owner (sole or joint), a trustee, a beneficiary, an administrator or an executor (as applicable) of an Asset as listed by any of the foregoing on the Website;

dd) Unlisted Asset means an Asset that is not listed on the Website;


ee) Website means the website of Resolve as amended from time to time;

ff) Wholesale Client means a person or entity who or that is any one of:

i. wholesale client as defined within section 761G of the Act;

ii. a person to whom an offer of securities is being made and which offer satisfies the requirements of subsection 708(10) of the Act, to the satisfaction of Resolve; 


iii. a holder of an Australian Financial Services Licence (including a Retail Broker); 


iv. an investor who satisfies the requirements of subsections 708(8) or 708(11) of the Act; or 


v. a person to whom a disclosure document is not otherwise required to be given under Chapter 6D of the Act. 


1. Your acceptance

1.1. These are the terms on which Resolve Australia Pty Ltd ABN 72 619 128 460 (referred to as Resolve, us, our or we) permits users (referred to as User(s), you or your) to:

1.2. Access and use our website (http://www.resolve.expert) (Website) and functionality made available through the Website; 


1.3. View and interact with any content, information, communications, advice, text or other material provided by Resolve (Resolve Content), or any Member Content (as defined in clause 5); and

1.4. Upload Member Content to the Website and communicating with Resolve. 


1.5. You agree to be bound by these Terms by:

1.5.1. Using, browsing or accessing any part of the Website; or 


1.5.2. Becoming a Member through the Website. 


2. Registration of Accounts

2.1. The Website aims to be a resource for Seller Members wishing to display assets on the Website (Assets).

2.2. Although you may browse the Website without creating an account or providing your details, in order to access certain features and functionalities of the Website you will have to register as a Member through our Website by creating an account (Account) and by providing us with all of the information required including by entering Account identification and password (Password) at registration. 


2.3. When creating your Account, you will be asked to provide your personal details or connect your Account with your Facebook, Twitter or Google accounts. This information will assist us in providing the services associated with the Website to you. 


2.4. You warrant that all information and data provided by you in the registration of your Account is accurate, complete and up to date. You undertake to promptly inform Resolve if there is any change to this information or data. 


2.5. You may elect to change the Password at any time using the facility provided on the Website. You must immediately notify Resolve of any Password which is lost, inoperable or used in an unauthorised manner.

2.6. You will be fully responsible for all acts and omissions of any person using your Password and Account, as if they were your own acts and omissions. You agree that you will not share, disclose, or permit disclosure of, your Password, let anyone else access your Account or do anything that would risk the security of your Account. Resolve will not in any event be liable for any loss, damage, claims, costs or expenses arising out of the use or misuse of your Password and Account, and you will indemnify Resolve against all loss, damage, claims, costs or demands in this regard. 


2.7. You must notify us immediately if you become aware of any unauthorised access or use of your Account.

2.8. You agree that if we disable or terminate your Account for any reason, you will not create another one without our permission, whether through the use of your own personal details or those related to you or created by you. 


2.9. We reserve the right to refuse registration of any Account, at our sole and absolute discretion. 


2.10. Your registration as a Member may be refused if your Member Content involves:

2.10.1. Any of the prohibited uses as defined below.


2.10.2. Is otherwise deemed inappropriate in our absolute discretion. 


3. Member Content

3.1. This clause 5 is subject to the terms applicable to the particular Member Agreement that applies to you.

3.2. When you become a Member registered on the Website, you may send to Resolve for upload, or may upload directly, onto the Website information and data regarding the Assets, your business' name and logo, and other material, comment, content, communication or text to our Website. All material you send to Resolve for upload, or that you upload directly, onto the Website will be your Member Content.

3.3. Any Member Content you upload to our Website can be:

3.3.1. Accessed and viewed by the public and other Members; and 


3.3.2. Used by us in accordance with the licence terms set out herein including to promote our Website.

3.4. You agree to be solely responsible for any Member Content that you upload to the Website. You warrant and represent that any Member Content you upload to the Website will not violate these Terms or any of the provisions of the Member Agreement. 


3.5. You retain ownership of all intellectual property rights in the Member Content you upload to our Website. By uploading the Member Content you grant us a perpetual, non-exclusive, royalty free, irrevocable, transferrable and worldwide licence (including the right to sub-license) to use, adapt, copy, communicate, reproduce, modify, display, exploit, publish, re-distribute, broadcast, transmit, create derivative works from and incorporate in other works, at any time in the future in any form and for any purpose (including but not limited to promotion or advertising use in the future). 


3.6. You consent to your Member Content being altered, edited or adapted by us for any reason including to ensure your Member Content does not infringe these Terms. To the extent that you have any moral rights (pursuant to the Copyright Act 1968 (Cth)) in the Member Content, by agreeing to these Terms, you provide an irrevocable and unconditional consent in favour of us, our successors, assignees, licensees and any other person authorised by any of them to use, modify or deal with your Member Content (whether or not currently in existence) to:

3.6.1. Perform, exhibit, reproduce, adapt and communicate any part of your Member Content in any medium and anywhere in the world without attributing you or any other person as an author of or contributor to that Member Content; 


3.6.1.1. Do any act or omission that would constitute derogatory treatment of your Member Content;

3.6.1.2. Make any use of your Member Content that may falsely attribute authorship of the Member Content to another person; 


3.6.1.3. Delete or adapt or change any of your Member Content in any way, including by addition to or subtraction from your Member Content; or

3.6.1.4. Combine or juxtapose your Member Content with anything else. 


3.7. Where the Member Content uploaded by you to our Website contains material from third parties, 
you warrant that you have obtained the moral rights consents described in clause 5.6 above from such third parties.

3.8. If you are uploading Member Content which involves or contains images of or references to a person(s), you warrant that the person is aware and has consented to the use of that Member Content in accordance with these Terms.

3.9. We may access or examine any Member Content and at our discretion, move, remove, block, modify, edit, refuse to upload or disable access to Member Content which we consider, in our sole discretion, to breach any law or to be otherwise unacceptable. 


3.10. You acknowledge that we:

3.10.1. Have no responsibility or liability for the deletion or failure to store any Member Content uploaded by you or your representative or agent on the Website; and 


3.10.2. Are not responsible for any Member Content uploaded to our Website by you or your representative or agent nor under any obligation to monitor, move, remove, edit, refuse to upload or disable access to it. 


3.11. You represent and warrant that:

3.11.1. You own the Member Content or have the necessary licenses, rights, consents, and permissions to publish the Member Partner Content you upload on the Website; 


3.11.2. You have the right and power to grant the licence as set out herein to us; 


3.11.3. The Member Content uploaded by you will not infringe the intellectual property rights of any third party; and 


3.11.4. You will not upload Member Content that will cause you to breach these Terms, in particular clause 7. 


3.12. You understand that we do not guarantee any confidentiality with respect to any Member Content you upload to our Website. 


3.13. You acknowledge and agree that we are under no obligation to take legal action in relation to, commencing, defending, enforcing, settling or compromising (as appropriate) any infringement, claim or actions relating to your intellectual property rights in Member Content or Resolve Content. 


4. Resolve Content

4.1. The Website is owned and operated by Resolve. 


4.2. The Resolve Content on the Website is for general information and promotional purposes only. Resolve does not warrant or make any representations as to any third party products or services described or referred to on the Website, including any Member Content. Any use of Resolve Content, Member Content or other materials or information uploaded to the Website by another person or organisation is at your own risk. Resolve will not be liable for any inaccuracies in data or information presented on the Website. You should confirm any such data or information with the person or organisation to which it relates. 


4.3. Resolve is not liable for the accuracy or content of any Member Content. To confirm the details of an Asset that you are interested in, you should contact the relevant Seller of that Asset. 


4.4. Information provided by Resolve on the Website is not intended as a substitute for financial advice. Because the Website has been prepared without consideration of any specific person's investment objective, financial situations or needs, an investment adviser should be consulted before any investment decision is made. Users acting on this information without first consulting an adviser do so entirely at their own risk. 


4.5. The Resolve Content on the Website is obtained and developed from a variety of sources including but not limited to collaborations with third parties and information provided by third parties under licence. Inclusion of Resolve Content, Member Content or other information uploaded by any other person or organisation on the Website is not an endorsement of any organisation, product or service. 


4.6. All intellectual property rights, including copyright, in the Website and Resolve Content (excluding Member Content) are owned or licensed by Resolve or any of its related entities. You must not copy, modify or transmit any part of the Website or Resolve Content. 


4.7. The Website contains trademarks, logos and trade names of Resolve or third parties which may be registered or otherwise protected by law. You are not permitted to use any trade marks, logos or trade names appearing on the Website. 


4.8. If you are a Buyer Member, Resolve grants you a non-exclusive and non-transferable licence to use the Website for your own personal use, including to browse the Website for Assets displayed on the Website and evaluate or compare the Assets according to your needs. 


4.9. If you are a Seller Member, Resolve grants you a non-exclusive and non-transferable licence to use the Website for the limited commercial purpose of displaying your Assets to Buyer Members and the general public who access or use the Website subject to the restrictions specified in clause 7 and elsewhere in these Terms. It is not to be otherwise used for commercial exploitation. 


4.10. If you are an Other Member, Resolve grants you a non-exclusive and non- transferable licence to use the Website for the limited commercial purposes set out in the Other Member Agreement, subject to the restrictions specified in clause 7 and elsewhere in these Terms. It is not to be otherwise used for commercial exploitation. 


5. Prohibited Uses

5.1. You agree that in accessing and using our Website, or uploading Member Content, you will not engage or attempt to engage in any activities that:

5.2. Post, link to, or otherwise communicate or distribute any material or information of any kind which brings Resolve or the Website into disrepute, or that questions or suggests that Resolve is not independent from the Buyer Members or Other Members listed on the Website or any misleading, deceptive, inappropriate, profane, defamatory, infringing, obscene, threatening, discriminatory, harassing, abusive, offensive, racially or sexually vilifying, indecent or unlawful material or information of any kind, or otherwise use the Website in a manner, which is unlawful or would infringe the rights of another person including any intellectual property rights; 


5.3. Subject to clauses 6.10 and 6.11, are commercial, including selling, marketing, advertising, or promoting goods or services or exploits the Website for your own commercial or unlawful purposes or the commercial or unlawful purposes of any other person (including the posting of advertisements, promotional materials, spam or any other materials that are contrary to our commercial or lawful interests); 


5.3.1. Download (other than page caching) or modify the Website or any portion of the Website; 


5.3.2. Frame the Website without Resolves’ express written permission; 


5.3.3. Impersonate or falsely claim to represent a person or organisation; 


5.3.4. Bypass (or attempt to bypass) any security mechanisms imposed by the Website; 


5.3.5. Provides access or links to any material (including links to peer to peer network trackers/beacons) which may infringe the intellectual property rights of another person; 


5.3.6. Deletes or alters or attempts to delete or alter attributions, legal notices, trademarks or copyright marks on any material contained in the Website; 


5.3.7. Knowingly posts or transmits or permits the posting or transmission of any material, which contains a computer virus or other harmful data, code or material; 


5.3.8. Solicit information (including login information) or access an Account other than your own Account; or 


5.3.9. Post, link to, or otherwise communicate or distribute any material or information that we deem inappropriate. 


6. Access and communication

6.1. Subject to the consumer guarantees provided for in the ACL (as defined in clause11.2), Resolve does not warrant that you will have continuous access to the Website. Resolve will not be liable in the event that the Website is unavailable to you due to computer downtime attributable to malfunctions, upgrades, preventative or remedial maintenance activities, interruption in telecommunications supply or otherwise. 


6.2. Resolve does not guarantee the delivery of communications over the internet as such communications rely on third party service providers. Electronic communication (including electronic mail) is vulnerable to interception by third parties and Resolve does not guarantee the security or confidentiality of these communications or the security of the Website. 


6.3. Resolve does not provide, and has no control over, communications, networks or services, the internet or other technology required or used across the Website and accepts no responsibility for any direct or indirect loss in any form associated with them, whether due to congestion, technical malfunction, viruses or otherwise. 


6.4. Resolve assumes no responsibility for the accuracy, correctness, timeliness or content of the Resolve Content or other materials provided on the Website. 


7. Representations and Warranties

7.1. The obligation of Resolve to perform all or any of the obligations or discharge any or all of its liabilities that would otherwise result from its entry into, or performance of any act pursuant to the terms and conditions of, this Agreement, is and will remain conditional upon the Seller:

7.1.1. warranting and representing to Resolve that the Seller, to the extent relevant and applicable:

7.1.1.1.has complete and sufficient authority and power to enter into, execute, deliver and perform its obligations under this Agreement; 


7.1.1.2.is the legal and beneficial owner of each Asset listed on the Website by the Seller pursuant to this Agreement or is a genuine bona fide vendor of each Asset listed on the Website by the Seller pursuant to this Agreement; 


7.1.1.3.by performing any of the acts or proposed acts of the Seller required to be performed pursuant to the provisions of this Agreement, or any other acts that are performed, will not breach or infringe any law or regulation including without limitation, of the Act or of any Corporations Regulations or the Class Order, in relation to the conduct of the business activities of the Seller or Resolve; 


7.1.1.4.will not contravene or be required to contravene any agreements to which it is a party or any law or regulation including without limitation, of the Act or of any Corporations Regulations, in relation to the conduct of the business activities of the Seller or Resolve; 


7.1.1.5.will fully comply with all relevant legislation in relation to the conduct of the affairs of the Seller and Resolve in the course of performing any and each of its obligations and liabilities under the terms and conditions of this Agreement including, but not limited to, the Act, any Corporations Regulations and the Class Order; 


7.1.1.6.has and will have established procedures in order to ensure the continued compliance with the requirements of all applicable Australian and overseas laws and will maintain and operate those procedures in accordance with their requirements; 


7.1.1.7.is not in breach of any material provision of the Act or any other relevant law or regulation in respect of any Assets; 


7.1.1.8.has not and will not engage in conduct that is misleading or deceptive or is likely to mislead or deceive in relation to any Assets or otherwise; 


7.1.1.9.unconditionally agrees and acknowledges that these Standard Terms and Conditions constitute the entire agreement between the Seller and Resolve to the exclusion of all prior warranties, representations, understandings and agreements between the Seller and Resolve;

7.1.1.10. agrees to be legally bound by this Agreement, Terms and Conditions of Use and Privacy Policy that govern the Seller’s access to and use of the Website and the relationship as between the Seller and Resolve; 


7.1.1.11. will, in performing its obligations and duties under this Agreement comply with, and ensure that all of its respective personnel also comply with, and must not do or omit to do (and must ensure that all of its personnel do not do or omit to do) anything which could cause Resolve to breach the Privacy Act 1988 (Cth) (Privacy Act) and the Australian Privacy Principles under the Privacy Act in respect of all personal information (as defined in the Privacy Act) ( Personal Information) that the Member or Resolve collects, uses discloses and otherwise handles in the course of or in connection with this Agreement or the promotion for sale, actual sale or purchase, of any Asset; 


7.1.1.12. in relation to an Asset which is a security or other interest which is or may be subject to any of the provisions of Part 6D.2 or Chapter 7 of the Act, then the Seller:

7.1.1.12.1. unconditionally agrees and acknowledges that Resolve is an introduction service (through means that include Publications and advertisements on the Website) in accordance with the Class Order 


7.1.1.12.2. shall do all acts in its own right and as may be requested by Resolve to ensure that neither the Seller nor Resolve breaches the provisions of the Act, including without limitation Part 6D.2 and Chapter 7 of the Act, the requirements and conditions of any Corporations Regulations or the Class Order and the requirements and disclosures required or disallowed for a Meeting (within the meaning of that term in the Class Order); 


7.1.1.12.3. unconditionally agrees and acknowledges that, in relation to any listing of an Asset on the Website that requires a Buyer Member to be accredited as a Wholesale Client, if a Buyer Member introduced by Resolve to the Seller Member is not yet accredited as a Wholesale Client then the Seller Member undertakes that the Seller Member will not complete any sale or other dealing in the Asset with such Buyer Member, including without limitation the entry into of any formal documentation in relation to a transaction of the Asset, until that Buyer Member is accredited as a Wholesale Client;

7.1.1.12.4. undertakes that it will have read and understood the content of any Declaration, prior to the completion of any sale or other dealing in the Asset, including without limitation the entry into of any formal documentation in relation to a transaction of an Asset; and 


7.1.1.12.5. unconditionally agrees and acknowledges that its consideration of Assets offered by the Seller and the entry into any subsequent negotiations and transactions with a Buyer has been undertaken in accordance with and reflects the Declaration; and

7.1.1.12.6. unconditionally agrees and acknowledges that Resolve has entered into this Agreement in reliance on the representations, warranties, acknowledgments and undertakings given by the Seller in these Standard Terms and Conditions.

7.2. In relation to any Asset listed or that is proposed to be listed on the Website or any Unlisted Asset the Seller agrees and acknowledges that:

7.2.1. the Seller acknowledges and agrees that the offer and/or sale of the Asset will not be made pursuant to a prospectus or disclosure document that is or is required to be compliant with the provisions of Part 6D.2 of the Act. 


7.2.2. By entering into this Agreement and becoming a Seller Member, the Seller irrevocably warrants to, acknowledges and agrees with Resolve that:

7.2.2.1.all information disclosed to the Seller on the Website or otherwise by Resolve, including without limitation the identity of any potential Buyer, and/or Other Member in connection with any Introduction (and subsequent buying and selling) of an Asset is strictly confidential and must be kept confidential by the Seller;

7.2.2.2.Resolve has not provided, will not provide and is not required to provide, the Seller with any Financial Product Advice, Personal Advice or any Recommendation; 


7.2.2.3.the Seller acknowledges that Resolve does not make a market and will not operate a market (as defined and described in section 766D of the Act) in relation to any Asset; 


7.2.2.4.the Seller agrees to be bound by the Declaration, any Publication and all of the terms and conditions of the Website; and 


7.2.2.5.the Seller will be taken to have represented and warranted for the benefit of Resolve each of the various representations and warranties set out in this Agreement. 


7.3. Notwithstanding anything contained herein to the contrary and without limiting any other remedies available to Resolve and without the need for any prior notice to the Seller (written or otherwise), Resolve may at any time and for any reason (in its absolute discretion):

7.3.1. limit, suspend or terminate any one or more or all of:

7.3.1.1.access to the Website and the Seller’s Membership account(s); 


7.3.1.2.the services of Resolve; 


7.3.1.3.the Membership of a Seller; 


7.3.1.4.the listing of an Asset on the Website; 


7.3.1.5.any service of seeking and providing Introductions for an Asset. Including any Unlisted Asset;

7.3.2. prohibit access to or use of any Resolve services; 


7.3.3. delay or remove hosted content from the Website; 


7.3.4. take all technical, practical and legal steps to exclude the Seller and/or any Asset from access to or the use of the Website;

7.3.5. in appropriate circumstances and at its absolute discretion, suspend or terminate Membership accounts(s) of any Member including but not limited to members who may be repeat infringers of intellectual property rights of Resolve or any third party; and

7.3.6. cancel any Membership for any reason including but not limited to being inactive for a prescribed period of time or to modify or discontinue any Resolve Services.

8. Information

8.1. Resolve will be: 


8.1.1. under no obligation to verify independently any information, data, financials, forecasts or other information as provided to or otherwise obtained by Resolve; and 


8.1.2. under no obligation to determine whether there has been, or to investigate, any change in any such information occurring after the date that it was provided to or obtained by Resolve. 


9. Fees

9.1. The Seller shall pay to Resolve a Listing Fee, the amount of which will be $1,000 + GST per individual Listing. The Listing Fee will become due and payable immediately prior to the Listing being published and the Listing will not be able to be published without the Listing Fee being paid.

10. Using Website and services of Resolve

10.1. Whilst using the Website and services of Resolve, the Seller irrevocably agrees it will not:

10.1.1. post false, inaccurate, misleading, defamatory or offensive content (including personal information) on the Website or content that infringes the rights of third parties, including content that infringes on intellectual property rights such as copyright or trademark; 


10.1.2. breach or infringe any laws, third party rights and/or any policies of Resolve;

10.1.3. distribute or post spam, unsolicited or bulk electronic communications, chain letters or pyramid schemes of any nature on the Website; 


10.1.4. distribute viruses or any other technologies that may harm the Website or the interests or property of Resolve, its Members and users; 


10.1.5. copy, modify or distribute rights or content of Resolve’ copyrights and trademarks; or 


10.1.6. otherwise collect information about Resolve, Members and/or users including email addresses without their prior written consent. 


11. Content on the Website

11.1. When the Seller provides Resolve with any content in relation to an Asset or the sale of an Asset, the Seller will thereby unconditionally:

11.1.1. grant Resolve, and thereby represent to Resolve that it has the right to grant to Resolve, a non-exclusive, worldwide, perpetual, irrevocable, royalty-free right to exercise any and all copyright, trademark, publicity, design, database rights and intellectual property rights that the Seller may have in the content in any medium known now or in the future; and 


11.1.2. waive all moral rights that it has or may acquire in that content to the fullest extent permitted by law. 


12. The Website

12.1. The Seller hereby agrees and acknowledges that:

12.1.1. there are and always will remain, risks when using the Website;

12.1.2. Resolve is not responsible for any other Member’s or user’s content, actions or omissions;

12.1.3. Resolve is not an auctioneer nor the maker of a marketplace and the Website is merely a venue (which may change from time to time) for providing Introduction services including to allow Seller Members to list Assets on the Website and Buyer Members to view Assets at any time on the Website, and from any location;

12.1.4. Resolve is not a party to or otherwise involved in any actual transaction between a Buyer and a Seller

12.1.5. Resolve has no control over and does not guarantee the existence, financial performance, suitability, quality, safety or legality of any Asset listed on the Website, the truth or accuracy of content relating to any Asset, the ability or willingness of any Buyer to enter into or pay for any transaction or that a Buyer or Seller will actually complete a transaction; 


12.1.6. when the Seller enters into any formal documentation for a transaction, it thereby creates a legally binding contract between itself and the applicable Buyer, and the Seller must ensure that it complies with its obligations to that Buyer under the terms and conditions of that documentation; 


12.1.7. if any Member breaches any obligation to the Seller, then the Seller and not Resolve, is and will be responsible for enforcing any rights that the Seller may have against that Member as a result of that breach; 


12.1.8. the Seller alone, and not Resolve, is responsible for ensuring that the disclosure of any Asset that it wishes to sell or otherwise deal in, and any other activities that it conducts including on the Website, are lawful;

12.1.9. the Seller must ensure that it complies with all applicable laws in Australia and other countries; 


12.1.10. the Seller must ensure that it strictly complies with all the provisions of this Agreement and the policies which form part of this Agreement

12.1.11. Resolve does not and will not take ownership of any Asset at any time and does not deal with or transfer legal or beneficial ownership of any Asset or funds from a Seller to a Buyer or vice versa;

12.1.12. Resolve does not guarantee continuous or secure access to the Resolve services or the Website which may be interfered with or prohibited by numerous factors, including those outside the control of Resolve.

13. Breach

13.1. Without limiting other remedies available to Resolve at law, in equity or under this Agreement, Resolve may, without notice to the Seller and at the sole and absolute discretion of Resolve, delay listing or remove any disclosure or listing of any Asset, issue a Seller with a warning, restrict a Seller’s activities through the Website (including but not limited to listing and viewing any Asset), temporarily or indefinitely suspend or terminate the Seller’s Membership with Resolve and/or refuse to provide any or all of the services of Resolve to the Seller, if Resolve:

13.1.1. believes in its absolute, unfettered discretion that either:

13.1.1.1. the Seller has breached or failed to perform any of its obligations or duties under the provisions of this Agreement or any Resolve’ policies; or 


13.1.1.2. it is reasonably likely that any such breach or failure will occur; 



13.1.2. believes in its absolute, unfettered discretion that any action or proposed action by or on behalf of a Seller has caused or may cause loss or damage to or otherwise unlawfully harm Resolve, the Seller, any Member or user of the Website or any Related Body Corporate or Related Person of any of the foregoing. 


13.2. For security, confidentiality and privacy reasons, Resolve is not obliged to provide the Seller or any other Member with the details, outcome or consequences of any investigation that Resolve may conduct or conducts, or any action which Resolve has taken or may take, in relation to the Seller.

14. Intellectual Property Rights

14.1. Resolve retains all copyright and all other intellectual property rights:

14.1.1. in everything it develops or proposes (or is involved in developing or proposing) including, without limitation, its methodologies, systems and know-how; 


14.1.2. in all information and other deliverables provided to the Seller.

14.2. However, the Seller will retain its right to use all materials provided by Resolve within its own organisation on a ‘need to know’ basis. If the Seller wishes to disclose the contents of any of those materials to any person independent of its own organisation, it must obtain Resolve’ prior written consent. The Seller consents to Resolve disclosing the Seller’s logos and other similar intellectual property where and when Resolve elects for the purposes of assisting in the sale of an Asset or otherwise in accordance with any act or omission of Resolve, that is permitted to be taken under the provisions of this Agreement and the Class Order. Resolve acknowledges that such use of the Seller’s intellectual property will not amount to any assignment or transfer of ownership to Resolve of any such logos and other similar intellectual property.

15. Indemnity

15.1. The Seller hereby represents and warrants to Resolve that it has and will retain full responsibility and accepts full liability for the contents and issue of any statement relating to an Asset on the Website and/or to any Unlisted Asset, presentations, documents and/or related marketing materials in the course of or in connection with the Introductions contemplated under this Agreement (each a Marketing Document) or any information or document that accompanies a Marketing Document. 


15.2. The Seller irrevocably indemnifies each Indemnified Party and must keep each Indemnified Party wholly indemnified against any and all liability, damages, claims and losses directly or indirectly arising from, and all costs, charges and expenses arising in connection with:

15.2.1. an Asset or any matter or activity referred to or contemplated by this Agreement; 


15.2.2. the issue of a Marketing Document or a Publication (or any information or document accompanying the Marketing Document or a Publication); 


15.2.3. any statement in a Marketing Document or a Publication (or any information or document accompanying the Marketing Document or a Publication) that is or becomes misleading or deceptive or any omission from a Marketing Document or a Publication; 


15.2.4. any conduct by a person (other than Resolve) in connection with the issue of a Marketing Document or a Publication (or any information or document accompanying the Marketing Document or a Publication) that is misleading or deceptive or likely to mislead or deceive; 


15.2.5. any conduct by the Seller in relation to an Asset that is in contravention of any law, regulation or rule including without limitation the Act, any Corporations Regulations or the requirements the Class Order;

15.2.6. any breach or failure by the Seller to observe any of the terms and conditions of this Agreement, the Privacy Policy or Website Terms and Conditions of Use, including, but not limited to, the representations and warranties provided therein; 


15.2.7. any liability of Resolve, or any claim that Resolve has incurred or will incur, any liability under the Act, any Corporations Regulations, the Class Order or any other law (including, but not limited to, the Competition and Consumer Act 2010 (Cth)) in relation to an Asset or the disclosure or promotion of the sale of an Asset, that is owned or purported to be owned by that Seller; or

15.2.8. any review or investigation undertaken by the Australian Securities & Investments Commission or any other regulatory authority as a result of an alleged or actual failure to comply with the conditions and requirements the Act, any Corporations Regulations, the Class Order or any other law (including, but not limited to, the Competition and Consumer Act 2010 (Cth)) in relation to an Asset or the disclosure or promotion of the sale of an Asset, that is owned or purported to be owned by that Seller. 


15.3. Any approval or consent given by Resolve does not waive or prejudice the right of an Indemnified Party to the indemnity as stated in these Standard Terms and Conditions and such rights survive the expiry or Termination of this Agreement. The Seller agrees that Resolve holds the benefit of this indemnity on trust for itself and all other Indemnified Parties. 


15.4. Resolve disclaims any and all responsibility, whether to the Seller or any third party, for any and all claims arising out of information disclosed, disseminated or published by Resolve that is based upon, either in whole or in part, any information provided to Resolve by or on behalf of the Seller which is or becomes misleading, inaccurate or incomplete. 


15.5. If for any reason any or all of the above indemnities are unavailable at law or are otherwise unavailable or insufficient to hold Resolve or any other Indemnified Party harmless against any losses which Resolve or that other Indemnified Party is stated to be indemnified for, the respective proportional contribution of the Seller and the Indemnified Party in relation to the relevant loss will be as agreed between them, or failing agreement within ten (10) days after the date of the first attempt to achieve that agreement, as determined by a court of competent jurisdiction having regard to the respective extent and nature of participation or involvement of the Seller and the Indemnified Party in connection with the act complained of. Notwithstanding the foregoing, the Seller acknowledges and agrees that in no event will any Indemnified Party be required to contribute to any losses which in aggregate exceed the Introduction Fee actually paid to and received by Resolve in immediately available funds under this Agreement in respect of the relevant Asset in connection with which the relevant indemnity obligation has arisen. 


16. Conduct of Proceedings

16.1. Where any legal or other proceedings arise and the Seller confirms in writing that an Indemnified Party is indemnified pursuant to these Standard Terms and Conditions, then the Seller is and will remain entitled to defend or institute legal or other proceedings at the Seller's cost, in the name of that Indemnified Party and those proceedings will be conducted under the management and control of the Seller (with reasonable consultation with Resolve and any other relevant Indemnified Party), provided that:

16.2. neither the Seller nor Resolve has the power to settle, compromise, consent to early judgment in or otherwise seek to terminate any action, suit, proceeding, investigation or claim in respect of which indemnification has or may be sought under these Standard Terms and Conditions without the prior written consent of the other; and 


16.3. such settlement, compromise, consent or termination shall include a release of each applicable Indemnified Party from any liabilities arising out of such action, suit, proceeding, investigation or claim. 


17. Limitation of Liability

17.1. Resolve may assist the Other Member in the manner set out in this Agreement. However, Resolve accepts no liability or responsibility in the event that a transaction (subsequent to an Introduction) involving an Asset does not proceed or the quantum of sale proceeds that is agreed between a Seller and a Buyer is not received ( this is clause 35 for future reference)


17.2. The Seller acknowledges that the Introduction services to be provided as detailed in this Agreement will be provided by Resolve alone and any recourse of the Seller or any third party is to Resolve rather than to any of Related Body Corporate or Related Person of Resolve. Resolve will not be liable for any failure or delay in performing the services detailed in this Agreement if that failure or delay arises from anything beyond its control including without limitation the untimely performance by a Seller, Buyer or Other Member of any of its obligations or duties. 


17.3. If a Seller has a dispute with one or more of the Members, that Seller hereby irrevocably and unconditionally releases and discharges Resolve from and against any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any such dispute. 


17.4. Subject to clauses 17.1 to 17.8 (inclusive), Resolve is not liable to the Seller or to any other person for any direct, indirect, incidental, special or consequential loss or damage, loss of money, loss of profits or anticipated profits, loss of goodwill, economic loss, loss of business opportunity, loss of revenue, loss of data or loss of reputation (whether based in contract, tort (including negligence), statute or otherwise) including any damage that results or arises, directly or indirectly, from any wrongful or negligent act or omission of Resolve or out of a Seller’s use of or inability to use the Website or any services of Resolve.

17.5. Any representation, warranty, condition, term, guarantee, indemnity or undertaking that would be implied in, or affect, this Agreement by legislation, common law, tort, equity, or by course of performance, dealing, trade, custom or usage is excluded to the maximum extent permitted by law.

17.6. Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy conferred on the Seller by the Australian Consumer Law, Schedule 2 of the Competition and Consumer Act 2010 (Cth) if applicable that cannot be excluded, restricted or modified by agreement.

17.7. To the fullest extent permitted by law, the liability of Resolve for a breach of a non-excludable guarantee referred to in clause 42 is limited to:

17.7.1. the supplying of the services again; or 


17.7.2. the payment of the cost of having those services supplied again. 


17.8. Despite any other provision of this Agreement, clauses 17.1 to 17.8 (inclusive) survive the expiry or Termination of this Agreement

18. Confidentiality

18.1. Any information about the Assets, the Seller or the Buyer provided by a Seller or a Buyer to the Other Member must not be reproduced or transmitted to or discussed with any other person (other than the Other Member’s Related Persons on a ‘need to know’ basis) at any time whatsoever without the prior written consent of the Seller or Resolve. This clause does not apply to any information which:

18.1.1. is generally available to the public (other than as a result of wrongful disclosure); or 


18.1.2. is required to be disclosed by any law, ASX Listing Rules or any regulatory authority (but only to the extent so required). 


18.2. Without limitation to the provisions above, the Seller hereby consents and acknowledges that Resolve may share non confidential information or matters relating to the Seller with any of the Related Persons and Related Bodies Corporate of Resolve as well as with other Members and their respective Related Persons and Related Bodies Corporate, or any of their respective professional advisers, all of whom may, in turn, likewise share that non-confidential information relating to the Seller with Resolve. 


19. Goods and Services Tax Liability (GST)

19.1. All references to any amount payable by the Seller to Resolve under this Agreement (including amounts payable as a fee and amounts payable under any indemnity) are exclusive of GST. If GST applies to any supply or service under this Agreement, any consideration for that supply or service will be increased on account of the GST so that the supplier retains the GST exclusive amount. The Parties will negotiate in good faith in relation to the treatment for GST purposes, in regard to any services or element of services supplied under or in connection with this Agreement which may be subject to GST. If, as a direct consequence of any supply made by Resolve under this Agreement being an input taxed supply, Resolve is not entitled to claim any input tax credit for GST paid or payable by, or recovered from Resolve, then Resolve may recover from the Seller an additional amount equal to the previously mentioned GST for which Resolve cannot claim an input tax credit.

20. Amendments to this Agreement

20.1. Each Member is and will remain responsible to check the Website from time to time to inform itself about any modifications or amendments of clauses to this Agreement. 


20.2. Where any modification or amendment to this Agreement is considered by Resolve (in its absolute discretion) to be necessary or prudent and sufficiently material, Resolve will, as soon as practicable, notify the Member who is a party to this Agreement, and any other Member that Resolve believes should be so notified, of such modification or amendment by giving to each such person no less than 5 days written notice ( Notice Period) during which Notice Period the current version of this Agreement will remain in full force and effect. If the Member who is a party to this Agreement does not deliver in writing to Resolve an objection to the relevant modification or amendment within the Notice Period, then it will be deemed to have: 


20.2.1. irrevocably accepted, and be bound by, the relevant modification or amendment as notified by Resolve; and

20.2.2. confirmed that all other terms and conditions of this Agreement remain in full force and effect.

21. Severance and Other Provisions

21.1. Any provision of the Agreement is only ineffective if and to the extent that it is void or unenforceable and will not invalidate any remaining provision of this Agreement and this Agreement will remain in full force and effect other than only to the extent that the offending provisions(s) will be deemed to be deleted.

21.2. In the event of any inconsistency with the provisions of this Agreement, the Terms and Conditions or Use and the Privacy Policy, then the provisions of this Agreement shall prevail.

21.3. Each indemnity in this Agreement survives the termination of any Seller's Membership or expiry or Termination of this Agreement.

21.4. A term or condition of, or act done in connection with, this Agreement does not operate as a merger or termination of any of the undertakings, warranties and indemnities in this Agreement or the rights or remedies of the parties under this Agreement which continue unchanged.

21.5. Nothing in this Agreement may be construed as creating a relationship of partnership, or of trustee and beneficiary or a fiduciary relationship.

21.6. Without limitation to the clause above, the Seller by entering into this Agreement:

21.6.1. appoints Resolve to act as its agent in connection with any Introduction and transaction that the Seller may enter into with a Buyer; and 


21.6.2. agrees and acknowledges that the sole terms and conditions of the abovementioned appointment of Resolve as its agent will be as set out in these terms and conditions. 


22. Termination of your access to the Website

22.1. Resolve may, without prior notice, at any time immediately suspend or terminate your access (including restricting access) to the Website or any feature of the Website for any reason (including due to your breach or alleged breach of these Terms) in its sole and absolute discretion and without prior notice. Any licenses, consents and indemnities given by you and any limitations of our liability survive such termination.

23. Risk warning

23.1. Investing in unlisted, off-market and/or illiquid Assets involves a number of risks and challenges. If you choose to acquire Assets displayed on the Website you need to be aware of and accept:

23.1.1. Loss of capital – most unlisted businesses and assets fail and if you acquire an Asset it is significantly more likely that you may lose all of your investment than that you will see a return of capital or a profit. You should not invest more money on an Asset displayed on the Website than you can afford to lose without altering your standard of living; 


23.1.2. Illiquidity – the market and the value of any Assets displayed on the Website must be considered to be illiquid and likely to remain illiquid. Any Buyer Member must seek their own independent expert advice as to the value, suitability and prospects for any Assets to be acquired in any manner by a Buyer Member. Resolve is irrevocably released and forever quit claim by any Member in relation to the value, suitability and prospects for any Assets displayed on the Website; 


23.1.3. Diversification – investing in unlisted businesses and Assets should only be done as part of a diversified portfolio. This means that you should invest relatively small amounts in multiple businesses rather than a lot in one or two businesses. It also means that you should invest only a small proportion of your investable capital in early-stage businesses as an asset class, with the majority of your investable capital invested in safer, more liquid assets. 


24. No investment advice

24.1. The content of the Website is purely factual information and does not involve any recommendation or statement of opinion by us or any other person. It is not intended to be personal or general financial advice, does not take into account your objectives, financial situation or needs and you should not treat it at such. Before you make any investment decisions, you should obtain professional independent investment advice and consider any relevant disclosure documents. Resolve does not endorse or recommend or advise investment in any securities or investments referred to on the Website. Nothing on the Website is, or shall be, construed as an offer of, or an invitation to take up, securities or investments.

25. Disclosure of interest

25.1. Resolve and Other Members and Seller Members may receive payments, commissions or other commercial benefits from each other in connection with these Terms. Resolve and its associates may hold securities or an interest in a Seller Member and/or Assets displayed on the Website. 


26. Jurisdiction and law

26.1. These Terms are governed by and must be construed in accordance with the laws of the State of Victoria, Australia. You submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters arising out of or relating to these Terms, their performance and subject matter. 


27. International Use

27.1. We make no representation or warranty that any information or content accessible through the Website are appropriate or available for use in locations outside Australia. 


28. Severability

28.1. Each provision of these Terms is severable from the others and no severance of a provision will affect any other provision. 


29. Contacting us

29.1. If you have questions about the Website or the Terms, please contact us by email at admin@resolve.expert or by telephone at +614 08 009 689

Other Member Terms and Conditions

Last updated 24/07/17

Resolve Australia Pty Ltd ABN 72 619 128 460

Other Member Agreement

Standard Terms and Conditions

These Standard Terms and Conditions form the terms and conditions of an agreement by the person who, or by a duly authorised director or other representative of that person, has ticked or otherwise marked the box on the Resolve webpage styled “Register” in the manner therein prescribed and thereby evidenced that person’s agreement to become an Other Member.

Pursuant to such agreement, the Other Member has, inter alia, irrevocably acknowledged that Resolve has been instructed by Seller Members to carry out Introductions to potential buyers of Seller’s Asset(s) through publications and advertisements on the Website as contemplated under this Agreement in consideration for the payment by the Seller Member of the Listing Fee, expenses and any other monies as set out below and otherwise in accordance with Resolve Terms and Conditions of Use, Declaration and Privacy Policy.

Definitions

The following terms are intended to have the following meanings for the purpose of this Agreement, including these Standard Terms and Conditions:

a) Act means Corporations Act 2001 (Cth); 


b) Agreement means this Seller Member Agreement including these Standard Terms and Conditions, as varied from time to time; 


c) Asset means any asset, including without limitation, investments and securities, whether issued, or investments and securities to be issued, by the Seller Member, being listed by the Seller Member on the Website or otherwise promoted for sale or dealing with, and for the sake of clarity includes an Unlisted Asset or general purpose business Assets. 


d) Associate has the meaning ascribed to it in the Act; 


e) Buyer means a person who has completed an agreement or agreements with Resolve that in doing so, qualified that person as a Buyer Member of Resolve and includes any Related Body Corporate, any Related Person any Related Entity or associate of any of the foregoing persons; 


f) Class Order means ASIC Class Order 02/0273 and any variation or extension thereof; 


g) Corporations Regulations means the Corporations Regulations, 2001 (Cth); 


h) Declaration means a declaration in relation to, and as referred to in, the Class Order,

i) Director means a director of a Seller at any time and from time to time; 


j) Excluded Party means a Buyer or Other Member who is a Wholesale Client; 


k) Financial Product Advice has the meaning given to that term in subsection 766B(2) of the Act; 


l) GST means the Goods and Services Tax that is more fully described in clause 19 


m) Indemnified Party means any one of Resolve and each of its Related Bodies Corporate and Related Persons and Indemnified Parties means all of the foregoing; 


n) Introduction means any introduction of a Seller Member of an Asset to a Buyer Member of that Asset effected by Resolve that facilitates, enables, causes or results in, whether directly or indirectly, the sale of or other dealing in that Asset, including for the sake of clarity, the sale in or other dealing with an Unlisted Asset between the Seller Member and the Buyer Member; 


o) Listing has the meaning as defined in “Asset” above

p) Listing Fee is the fee payable defined in clause 9 below.

q) Member means an individual or joint Buyer, Seller or Other Member who or that has completed an agreement or agreements with Resolve and by doing so, qualified or entitled that person to access to and use of the Website and other Introduction services provided by Resolve from time to time, and who or that may be referred to in this Agreement as a Buyer Member, Seller Member or Other Member, respectively, and the term Membership will have a corresponding meaning; 


r) Meeting has the meaning given to that term in the Class Order; 


s) Other means a person who has completed an agreement or agreements with Resolve that in doing so, qualified that person as an Other Member of Resolve and will include any Related Body Corporate, any Related Person any Related Entity or associate of any of the foregoing persons;


t) Party means any party to this Agreement and any of their successors or permitted assigns; 


u) Person means and includes an individual, body corporate or any other entity that is legally capable to sue or be sued; 


v) Personal Advice has the meaning given to that term in subsection 766B(3) of the Act; 


w) Resolve means Resolve Pty Ltd ABN 72 619 128 460 and any Related Body Corporate or Related Person of that company; 


x) Publication has the meaning given to that term in the Class Order; 


y) Recommendation has the meaning given to that term in subsection 766B(6) of the Act; 


z) Related Body Corporate has the meaning ascribed to it in the Act; 


aa) Related Entity has the meaning ascribed to it in the Act; 


bb) Related Person means any one of a relevant party's directors, officers, employees, servants, agents, consultants or advisors;

cc) Seller means a person who has completed an agreement or agreements with Resolve that in doing so, qualified that person as a Seller Member of Resolve and will include any Related Body Corporate, any Related Person or any Related Entity or associate of any of the foregoing persons, who is an owner (sole or joint), a trustee, a beneficiary, an administrator or an executor (as applicable) of an Asset as listed by any of the foregoing on the Website;

dd) Unlisted Asset means an Asset that is not listed on the Website;


ee) Website means the website of Resolve as amended from time to time;

ff) Wholesale Client means a person or entity who or that is any one of:

i. wholesale client as defined within section 761G of the Act;

ii. a person to whom an offer of securities is being made and which offer satisfies the requirements of subsection 708(10) of the Act, to the satisfaction of Resolve; 


iii. a holder of an Australian Financial Services Licence (including a Retail Broker); 


iv. an investor who satisfies the requirements of subsections 708(8) or 708(11) of the Act; or 


v. a person to whom a disclosure document is not otherwise required to be given under Chapter 6D of the Act. 


1. Your acceptance

1.1. These are the terms on which Resolve Australia Pty Ltd ABN 72 619 128 460 (referred to as Resolve, us, our or we) permits users (referred to as User(s), you or your) to:

1.2. Access and use our website (http://www.resolve.expert) (Website) and functionality made available through the Website; 


1.3. View and interact with any content, information, communications, advice, text or other material provided by Resolve (Resolve Content), or any Member Content (as defined in clause 5); and

1.4. Upload Member Content to the Website and communicating with Resolve. 


1.5. You agree to be bound by these Terms by:

1.5.1. Using, browsing or accessing any part of the Website; or 


1.5.2. Becoming a Member through the Website.

2. Registration of Accounts

2.1. The Website aims to be a resource for Seller Members wishing to display assets on the Website (Assets) to Buyer Members and Other Members. 


2.2. Although you may browse the Website without creating an account or providing your details, in order to access certain features and functionalities of the Website you will have to register as a Member through our Website by creating an account (Account) and by providing us with all of the information required including by entering Account identification and password (Password) at registration. 


2.3. When creating your Account, you will be asked to provide your personal details or connect your Account with your Facebook, Twitter or Google accounts. This information will assist us in providing the services associated with the Website to you. 


2.4. You warrant that all information and data provided by you in the registration of your Account is accurate, complete and up to date. You undertake to promptly inform Resolve if there is any change to this information or data. 


2.5. You may elect to change the Password at any time using the facility provided on the Website. You must immediately notify Resolve of any Password which is lost, inoperable or used in an unauthorised manner.

2.6. You will be fully responsible for all acts and omissions of any person using your Password and Account, as if they were your own acts and omissions. You agree that you will not share, disclose, or permit disclosure of, your Password, let anyone else access your Account or do anything that would risk the security of your Account. Resolve will not in any event be liable for any loss, damage, claims, costs or expenses arising out of the use or misuse of your Password and Account, and you will indemnify Resolve against all loss, damage, claims, costs or demands in this regard. 


2.7. You must notify us immediately if you become aware of any unauthorised access or use of your Account.

2.8. You agree that if we disable or terminate your Account for any reason, you will not create another one without our permission, whether through the use of your own personal details or those related to you or created by you. 


2.9. We reserve the right to refuse registration of any Account, at our sole and absolute discretion. 


2.10. Your registration as a Member may be refused if your Member Content involves:

2.10.1. Any of the prohibited uses as defined below.


2.10.2. Is otherwise deemed inappropriate in our absolute discretion. 


3. Member Content

3.1. This clause 5 is subject to the terms applicable to the particular Member Agreement that applies to you.

3.2. When you become a Member registered on the Website, you may send to Resolve for upload, or may upload directly, onto the Website information and data regarding the Assets, your business' name and logo, and other material, comment, content, communication or text to our Website. All material you send to Resolve for upload, or that you upload directly, onto the Website will be your Member Content. 


3.3. Any Member Content you upload to our Website can be:

3.3.1. Accessed and viewed by the public and other Members; and 


3.3.2. Used by us in accordance with the licence terms set out herein including to promote our Website. 


3.4. You agree to be solely responsible for any Member Content that you upload to the Website. You warrant and represent that any Member Content you upload to the Website will not violate these Terms or any of the provisions of the Member Agreement. 


3.5. You retain ownership of all intellectual property rights in the Member Content you upload to our Website. By uploading the Member Content you grant us a perpetual, non-exclusive, royalty free, irrevocable, transferrable and worldwide licence (including the right to sub-license) to use, adapt, copy, communicate, reproduce, modify, display, exploit, publish, re-distribute, broadcast, transmit, create derivative works from and incorporate in other works, at any time in the future in any form and for any purpose (including but not limited to promotion or advertising use in the future). 


3.6. You consent to your Member Content being altered, edited or adapted by us for any reason including to ensure your Member Content does not infringe these Terms. To the extent that you have any moral rights (pursuant to the Copyright Act 1968 (Cth)) in the Member Content, by agreeing to these Terms, you provide an irrevocable and unconditional consent in favour of us, our successors, assignees, licensees and any other person authorised by any of them to use, modify or deal with your Member Content (whether or not currently in existence) to:

3.6.1. Perform, exhibit, reproduce, adapt and communicate any part of your Member Content in any medium and anywhere in the world without attributing you or any other person as an author of or contributor to that Member Content; 


3.6.2. Do any act or omission that would constitute derogatory treatment of your Member Content; 


3.6.3. Make any use of your Member Content that may falsely attribute authorship of the Member Content to another person; 


3.6.4. Delete or adapt or change any of your Member Content in any way, including by addition to or subtraction from your Member Content; or 


3.6.5. Combine or juxtapose your Member Content with anything else. 


3.7. Where the Member Content uploaded by you to our Website contains material from third parties, 
you warrant that you have obtained the moral rights consents described in clause 5.6 above from such third parties.

3.8. If you are uploading Member Content which involves or contains images of or references to a person(s), you warrant that the person is aware and has consented to the use of that Member Content in accordance with these Terms.

3.9. We may access or examine any Member Content and at our discretion, move, remove, block, modify, edit, refuse to upload or disable access to Member Content which we consider, in our sole discretion, to breach any law or to be otherwise unacceptable. 


3.10. You acknowledge that we:

3.10.1. Have no responsibility or liability for the deletion or failure to store any Member Content uploaded by you or your representative or agent on the Website; and 


3.10.2. Are not responsible for any Member Content uploaded to our Website by you or your representative or agent nor under any obligation to monitor, move, remove, edit, refuse to upload or disable access to it. 


3.11. You represent and warrant that:

3.11.1. You own the Member Content or have the necessary licenses, rights, consents, and permissions to publish the Member Partner Content you upload on the Website; 


3.11.2. You have the right and power to grant the licence as set out herein to us; 


3.11.3. The Member Content uploaded by you will not infringe the intellectual property rights of any third party; and 


3.11.4. You will not upload Member Content that will cause you to breach these Terms, in particular clause 7. 


3.12. You understand that we do not guarantee any confidentiality with respect to any Member Content you upload to our Website. 


3.13. You acknowledge and agree that we are under no obligation to take legal action in relation to, commencing, defending, enforcing, settling or compromising (as appropriate) any infringement, claim or actions relating to your intellectual property rights in Member Content or Resolve Content.

4. Resolve Content

4.1. The Website is owned and operated by Resolve. 


4.2. The Resolve Content on the Website is for general information and promotional purposes only. Resolve does not warrant or make any representations as to any third party products or services described or referred to on the Website, including any Member Content. Any use of Resolve Content, Member Content or other materials or information uploaded to the Website by another person or organisation is at your own risk. Resolve will not be liable for any inaccuracies in data or information presented on the Website. You should confirm any such data or information with the person or organisation to which it relates. 


4.3. Resolve is not liable for the accuracy or content of any Member Content. To confirm the details of an Asset that you are interested in, you should contact the relevant Seller of that Asset. 


4.4. Information provided by Resolve on the Website is not intended as a substitute for financial advice. Because the Website has been prepared without consideration of any specific person's investment objective, financial situations or needs, an investment adviser should be consulted before any investment decision is made. Users acting on this information without first consulting an adviser do so entirely at their own risk. 


4.5. The Resolve Content on the Website is obtained and developed from a variety of sources including but not limited to collaborations with third parties and information provided by third parties under licence. Inclusion of Resolve Content, Member Content or other information uploaded by any other person or organisation on the Website is not an endorsement of any organisation, product or service.

4.6. All intellectual property rights, including copyright, in the Website and Resolve Content (excluding Member Content) are owned or licensed by Resolve or any of its related entities. You must not copy, modify or transmit any part of the Website or Resolve Content. 


4.7. The Website contains trademarks, logos and trade names of Resolve or third parties which may be registered or otherwise protected by law. You are not permitted to use any trade marks, logos or trade names appearing on the Website. 


4.8. If you are a Buyer Member, Resolve grants you a non-exclusive and non-transferable licence to use the Website for your own personal use, including to browse the Website for Assets displayed on the Website and evaluate or compare the Assets according to your needs. 


4.9. If you are a Seller Member, Resolve grants you a non-exclusive and non-transferable licence to use the Website for the limited commercial purpose of displaying your Assets to Buyer Members and the general public who access or use the Website subject to the restrictions specified in clause 7 and elsewhere in these Terms. It is not to be otherwise used for commercial exploitation. 


4.10. If you are an Other Member, Resolve grants you a non-exclusive and non- transferable licence to use the Website for the limited commercial purposes set out in the Other Member Agreement, subject to the restrictions specified in clause 7 and elsewhere in these Terms. It is not to be otherwise used for commercial exploitation.

5. Prohibited Uses

5.1. You agree that in accessing and using our Website, or uploading Member Content, you will not engage or attempt to engage in any activities that:

5.1.1. Post, link to, or otherwise communicate or distribute any material or information of any kind which brings Resolve or the Website into disrepute, or that questions or suggests that Resolve is not independent from the Buyer Members or Seller Members listed on the Website or any misleading, deceptive, inappropriate, profane, defamatory, infringing, obscene, threatening, discriminatory, harassing, abusive, offensive, racially or sexually vilifying, indecent or unlawful material or information of any kind, or otherwise use the Website in a manner, which is unlawful or would infringe the rights of another person including any intellectual property rights; 


5.1.2. Subject to clauses 5.1, are commercial, including selling, marketing, advertising, or promoting goods or services or exploits the Website for your own commercial or unlawful purposes or the commercial or unlawful purposes of any other person (including the posting of advertisements, promotional materials, spam or any other materials that are contrary to our commercial or lawful interests); 


5.1.3. Download (other than page caching) or modify the Website or any portion of the Website; 


5.1.4. Frame the Website without Resolves’ express written permission; 


5.1.5. Impersonate or falsely claim to represent a person or organisation; 


5.1.6. Bypass (or attempt to bypass) any security mechanisms imposed by the Website; 


5.1.7. Provides access or links to any material (including links to peer to peer network trackers/beacons) which may infringe the intellectual property rights of another person; 


5.1.8. Deletes or alters or attempts to delete or alter attributions, legal notices, trademarks or copyright marks on any material contained in the Website; 


5.1.9. Knowingly posts or transmits or permits the posting or transmission of any material, which contains a computer virus or other harmful data, code or material; 


5.1.10. Solicit information (including login information) or access an Account other than your own Account; or 


5.1.11. Post, link to, or otherwise communicate or distribute any material or information that we deem inappropriate.

6. Access and communication

6.1. Subject to the consumer guarantees provided for in the ACL (as defined in clause11.2), Resolve does not warrant that you will have continuous access to the Website. Resolve will not be liable in the event that the Website is unavailable to you due to computer downtime attributable to malfunctions, upgrades, preventative or remedial maintenance activities, interruption in telecommunications supply or otherwise. 


6.2. Resolve does not guarantee the delivery of communications over the internet as such communications rely on third party service providers. Electronic communication (including electronic mail) is vulnerable to interception by third parties and Resolve does not guarantee the security or confidentiality of these communications or the security of the Website. 


6.3. Resolve does not provide, and has no control over, communications, networks or services, the internet or other technology required or used across the Website and accepts no responsibility for any direct or indirect loss in any form associated with them, whether due to congestion, technical malfunction, viruses or otherwise. 


6.4. Resolve assumes no responsibility for the accuracy, correctness, timeliness or content of the Resolve Content or other materials provided on the Website. 


7. Representations and Warranties

7.1. The obligation of Resolve to perform all or any of the obligations or discharge any or all of its liabilities that would otherwise result from its entry into, or performance of any act pursuant to the terms and conditions of, this Agreement, is and will remain conditional upon the Other:

7.1.1. warranting, representing and undertaking to Resolve that the Other, to the extent relevant and applicable:

7.1.1.1. has complete and sufficient authority and power to enter into, execute, deliver and perform its obligations under this Agreement; 


7.1.1.2. by performing any of the acts or proposed acts of the Other required to be performed pursuant to the provisions of this Agreement, or any other acts that are performed, will not breach or infringe any law or regulation including without limitation, of the Act, of the Class Order or of any Corporations Regulations in relation to the conduct of the business activities of the Other or Resolve; 


7.1.1.3. in conducting any purchase or investigation in relation to the possible acquisition of any Asset (whether as principal or for or on behalf of a Client), will not contravene or be required to contravene any agreements to which it is a party or any law or regulation including without limitation, of the Act, of the Class Order or of any Corporations Regulations in relation to the conduct of the business activities of the Other or Resolve; 


7.1.1.4. will fully comply with all relevant legislation in relation to the conduct of the affairs of the Other and Resolve in the course of performing any and each of its obligations and liabilities under the terms and conditions of this Agreement including, but not limited to, the Act, the Class Order and any Corporations Regulations; 


7.1.1.5. has and will have procedures in order to ensure continued compliance with the requirements of all applicable Australian and overseas laws and will maintain and operate those procedures in accordance with their requirements; 


7.1.1.6. has not and will not engage in conduct that is misleading or deceptive or is likely to mislead or deceive; 


7.1.1.7. will keep Resolve fully informed at all times and in a timely and complete manner, as to the progress and/or completion of the purchase or sale of any Asset and/or any and all current and future dealings with any Buyer or Seller concerning any Asset for a period of at least 2 years from the date of the first introduction by Resolve of any Seller Member or Buyer Member where such Seller Member or Buyer Member or both have been introduced to Resolve by the Other; 


7.1.1.8. unconditionally agrees and acknowledges that the Other will accept the decisions and actions of Resolve, the Buyer Member and the Seller Member under or in respect of an Asset including, but not limited to, amendment of the price or otherwise any terms of sale; 


7.1.1.9. unconditionally agrees and acknowledges that these Standard Terms and Conditions constitute the entire agreement between the Other and Resolve to the exclusion of all prior warranties, representations, understandings and agreements between the Other and Resolve; 


7.1.1.10. agrees to be legally bound by this Agreement, Terms and Conditions of Use and Privacy Policy that govern the Other’s access to and use of the Website and the relationship as between the Other and Resolve; 


7.1.1.11. will, in performing its obligations and duties under this Agreement comply with, and ensure that all of its respective personnel also comply with, and must not do or omit to do (and must ensure that all of its personnel do not do or omit to do) anything which could cause Resolve to breach the Privacy Act 1988 (Cth) (Privacy Act) and the Australian Privacy Principles under the Privacy Act in respect of all personal information (as defined in the Privacy Act) (Personal Information) that the Member collects, uses discloses and otherwise handles in the course of or in connection with this Agreement or the sale and purchase of any Asset; 


7.1.2. in relation to an Asset which is a security or other interest which is or may be subject to any of the provisions of Part 6D.2 or Chapter 7 of the Act then the Other:

7.1.2.1. unconditionally agrees and acknowledges that Resolve is an Introduction service (through means that include Publications and advertisements on the Website) in accordance with the Class Order and a Corporate Authorised Representative under an Australian Financial Services Licence (particulars of which are provided on the Website); 


7.1.2.2. shall do all acts in its own right and as may be requested by Resolve to ensure that neither the Other nor Resolve breaches the provisions of the Act including without limitation both Part 6D.2 and Chapter 7 of the Act and the requirements and conditions of any Corporations Regulations or the Class Order and the requirements and disclosures required or disallowed for Meetings (within the meaning of that term in the Class Order)


7.1.2.3. unconditionally agrees and acknowledges that, in relation to any listing of an Asset on the Website that requires a Buyer to be accredited as a Wholesale Client, if a Buyer Member introduced to a Seller Member by the Other or Resolve is not yet accredited as a Wholesale Client then the Other Member undertakes that it will not complete, or facilitate or assist any undertaking or completing, of any sale or other dealing in the Asset with such Seller Member, including without limitation the entry into of any formal documentation in relation to a transaction of the Asset, until the Buyer Member is accredited as a Wholesale Client and the Other undertakes that it will use its best endeavours to promptly procure the Buyer Member to sign all documents, do all acts and provide all necessary documentation to Resolve and/or the Seller Member to ensure that the Buyer Member becomes accredited as a Wholesale Client either (or both) prior to the Buyer Member dealing in the Asset and/or immediately upon receiving a direction of or request from Resolve to do so;

7.1.3. undertakes that it will have read and understood the content of any Declaration, prior to the completion of any sale or other dealing in the Asset, including without limitation the entry into of any formal documentation in relation to a transaction of an Asset; and 


7.1.4. unconditionally agrees and acknowledges that its consideration of Assets offered by the Seller Member and the entry into any subsequent negotiations and transactions with a Buyer Member has been undertaken in accordance with and reflects the Declaration; and 


7.1.5. unconditionally agrees and acknowledges that Resolve has entered into this Agreement in reliance on the representations, warranties, acknowledgements and undertakings given by the Other in these Standard Terms and Conditions; and 


7.2. undertaking to and in favour of Resolve that it will when required to do so by Resolve:

7.2.1. keep Resolve informed, in a timely and complete manner, of any and all material changes to any Buyers’ position as a Wholesale Client where a Buyer has been introduced to Resolve by the Other; 


7.2.2. not refer to Resolve in any publication, advertisement or document (whether in written, verbal, electronic or any other form) to be distributed to third parties (other than its Clients) without Resolve’ prior written consent; and 


7.2.3. use its best efforts and apply any and all necessary time and other resources in order to provide responses satisfactory to any Buyer or Seller in regard to any Asset that the Seller has listed on the Website and/or any Unlisted Asset. 


7.3. In relation to any Asset listed or that is proposed to be listed on the Website or any Unlisted Asset the Other agrees and acknowledges that:

7.3.1. subject to the provisions of clause 2(b) and clause 2(c), the description, proposed sale price (if any) and proposed terms and conditions (if any) of any proposed sale of that Asset have been determined by the Seller and may be varied and/or amended from time to time without notice in the Seller’s total discretion; 


7.3.2. the sale price and other terms and conditions of the sale of an Asset will be finalised between the Seller and the Buyer in due course; 


7.3.3. without derogating from the responsibilities and obligations of the Seller under the Seller Member Agreement, Resolve at all times has the right to amend and/or adjust, at Resolve’ absolute discretion, any and all disclosures and descriptions in relation to the Asset for and on behalf of the Seller in order to ensure or seek to ensure Resolve’, the Seller’s and/or any other person’s compliance with any law, including the Act and the Corporations Regulations, regulation or direction of a regulatory body, and further including without limitation the right to remove names, logos and/or trademarks, to filter, amend, redact, and/or summarise any details or descriptions provided by the Seller under clause 2(a) above; 


7.3.4. the offer and/or sale of the Asset will not be made pursuant to a prospectus or disclosure document that is or is required to be compliant with the provisions of Part 6D.2 of the Act. 


7.4. By entering into this Agreement and becoming an Other Member, the Other irrevocably warrants to and agrees with Resolve that:

7.4.1. all information disclosed to the Other, a Buyer or a Seller on the Website or otherwise by Resolve, including without limitation the identity of potential Buyers and Sellers, and/or by an Other, a Buyer or a Seller in connection with any Introduction (and subsequent buying and selling) of an Asset is strictly confidential and must be kept confidential by the Other; 


7.4.2. Resolve has not provided, will not provide and is not required to provide, the Other (nor the Other’s Client(s) whether a Buyer or a Seller) with Financial Product Advice, Personal Advice or any Recommendation; 


7.4.3. the Other acknowledges that Resolve does not make and will not operate a market (as defined and described in section 766D of the Act) in relation to any Asset; 


7.4.4. the Other agrees to be bound by the Declaration, any Publication and all of the terms and conditions of the Website; and 


7.4.5. the Other will be taken to have represented and warranted for the benefit of Resolve each of the various representations and warranties set out in this Agreement. 


7.5. Notwithstanding anything contained herein to the contrary and without limiting any other remedies available to Resolve and without the need for any prior notice to the Other (written or otherwise), Resolve may at any time and for any reason (in its absolute discretion):

7.5.1. limit, suspend or terminate any one or more or all of:

7.5.1.1. access to the Website and the Other’s (and/or your Clients’) Membership account(s); 


7.5.1.2. the services of Resolve; 


7.5.1.3. the Other’s (and/or the Other’s Clients’) Membership as an Other; 


7.5.1.4. the listing of an Asset on the Website; and 


7.5.1.5. any service of seeking and providing Introductions for an Asset, including an Unlisted Asset; 


7.5.1.6. prohibit access to or use of any Resolve’ services; 


7.5.1.7. delay or remove hosted content from the Website; 


7.5.1.8. take all technical, practical and legal steps to exclude the Other (and/or the Other’s Client(s)) and/or any Asset from access to or the use of the Website; 


7.5.1.9. in appropriate circumstances and at its absolute discretion, suspend or terminate Membership account(s) of any Member including but not limited to Members who may be repeat infringers of intellectual property rights of Resolve or any third party; and 


7.5.1.10. cancel any Membership for any reason including but not limited to being inactive for a prescribed period of time or to modify or discontinue any Resolve services.

8. Information

8.1. Resolve will be: 


8.1.1. under no obligation to verify independently any information, data, financials, forecasts or other information as provided to or otherwise obtained by Resolve; and 


8.1.2. under no obligation to determine whether there has been, or to investigate, any change in any such information occurring after the date that it was provided to or obtained by Resolve. 


8.2. Resolve makes no representations or warranties in this Agreement in relation to any Asset, its suitability or otherwise to the Other or the Other’s Clients and does not assume any obligations or incur any liabilities under this Agreement in respect of any Assets. 


9. Fees

9.1. There are no fees payable by the Other to Resolve in respect of the Introductions and any subsequent sale or purchase of any Asset. Resolve is entitled to earn a Listing Fee from the Seller or any other fee, as agreed between Resolve and the Seller or other person selling an Asset, from the sale of the Asset. 


10. Using Website and services of Resolve

10.1. Whilst using the Website and services of Resolve, the Other irrevocably agrees it will not:

10.1.1. post false, inaccurate, misleading, defamatory or offensive content (including personal information) on the Website or content that infringes the rights of third parties, including content that infringes on intellectual property rights such as copyright or trademark;

10.1.2. breach or infringe any laws, third party rights and/or any policies of Resolve; 


10.1.3. vary or amend in any manner any listing or promotion of Assets, whether on the Website or otherwise, without prior consultation with and consent of Resolve; 


10.1.4. circumvent or manipulate any aspect of the determination or payment of the Introduction Fee, or any other fees or expenses otherwise payable to Resolve under the provisions of this Agreement or any other agreements entered into by Resolve with other Members; 


10.1.5. transfer the Other’s Member account and user identification details to another party without the prior written consent of Resolve; 


10.1.6. distribute or post spam, unsolicited or bulk electronic communications, chain letters or pyramid schemes of any nature on the Website; 


10.1.7. distribute viruses or any other technologies that may harm the Website or the interests or property of Resolve, its Members and users; 


10.1.8. copy, modify or distribute rights or content of Resolve’ copyrights and trademarks; or 


10.1.9. otherwise collect information about Resolve Members and/or users including email addresses without their prior written consent. 


11. Content on the Website

11.1. When the Other provides Resolve with any content in relation to an Asset or the sale of an Asset, the Other will thereby unconditionally:

11.1.1. grant Resolve, and thereby represent to Resolve that it has the right to grant to Resolve, a non-exclusive, worldwide, perpetual, irrevocable, royalty-free right to exercise any and all copyright, trademark, publicity, design, database rights and intellectual property rights that the Other may have in the content in any medium known now or in the future; and 


11.1.2. waive all moral rights that it has or may acquire in that content to the fullest extent permitted by law.

12. The Website

12.1. The Other hereby agrees and acknowledges that:

12.1.1. there are and always will remain risks when using the Website; 


12.1.2. Resolve is not responsible for any other Member’s or users' content, actions or omissions; 


12.1.3. Resolve is not an auctioneer nor the maker of a marketplace and the Website is merely a venue (which may change from time to time) for providing Introduction services including to allow Seller Members to list Assets on the Website and Buyer Members to view Assets at any time on the Website, and from any location; 


12.1.4. Resolve is not a party to or otherwise involved in any actual transaction between a Buyer and a Seller; 


12.1.5. Resolve has no control over and does not guarantee or provide any representation or warranty in regard to:

12.1.5.1. the existence, financial performance, suitability, quality, safety or legality of any Asset listed on the Website; 


12.1.5.2. the truth or accuracy of content relating to any Asset listed on the Website; 


12.1.5.3. the ability of any Buyer or Seller to enter into or pay for any proposed transaction; or

12.1.5.4. whether or not a Buyer or Seller will actually complete a transaction; 


12.1.6. all information available through the Website in relation to an Asset is provided by or on behalf of the Seller of the Asset and Resolve has not undertaken an independent review of the information. The information available through the Website is not intended to be the only information on which a Buyer should or could make an investment decision. Detailed additional information may be needed by the Buyer in its absolute discretion; 


12.1.7. when the Other or the Other’s Client enters into any formal documentation for a transaction, it thereby creates a legally binding contract between itself and the applicable Buyer or Seller (as applicable), and the Other and the Other’s Client must ensure that it complies with its obligations to that Buyer or Seller (as applicable) under the terms and conditions of that documentation; 


12.1.8. if any Member breaches any obligation to the Other, then the Other and not Other is and will be responsible for enforcing any rights that the Other may have against that Member as a result of that breach; 


12.1.9. the Other alone, and not Other, is responsible for ensuring that any purchases or any other activities that it conducts, or conducts on behalf of a Client, including on the Website are lawful; 


12.1.10. the Other must ensure that it and the Other’s Client complies with all applicable laws in Australia and other countries; 


12.1.11. the Other must ensure that it and the Other’s Client strictly complies with all the provisions of this Agreement and the policies which form part of this Agreement; 


12.1.12. Other does not and will not take ownership of any Asset at any time and does not deal with or transfer legal or beneficial ownership of any Asset or funds from a Seller to a Buyer or vice versa; 


12.1.13. Other does not guarantee continuous or secure access to the Other services or the Website which may be interfered with or prohibited by numerous factors, including those outside the control of Other. 


13. Breach

13.1. Without limiting other remedies available to Resolve at law, in equity or under this Agreement, Resolve may, without notice to the Other and at the sole and absolute discretion of Resolve, issue an Other with a warning, restrict a Other’s activities through the Website (including but not limited to listing and viewing any Asset), temporarily or indefinitely suspend or terminate the Other’s Membership with Resolve and/or refuse to provide any or all of the services of Resolve to the Other, if Resolve:

13.1.1. believes in its absolute, unfettered discretion that either:

13.1.1.1. the Other has breached or failed to perform any of its obligations or duties under the provisions of this Agreement or any Resolve’ policies; or 


13.1.1.2. it is reasonably likely that any such breach or failure will occur; 



13.1.2. believes in its absolute, unfettered discretion that any action or proposed action by or on behalf of a Other has caused or may cause loss or damage to or otherwise unlawfully harm Resolve, the Buyer, any Member or user of the Website or any Related Body Corporate or Related Person of any of the foregoing. 


13.1.3. For security, confidentiality and privacy reasons, Resolve is not obliged to provide the Other or any other Member with the details, outcome or consequences of any investigation that Resolve may conduct or conducts, or any action which Resolve has taken or may take, in relation to the Other.

14. Intellectual Property Rights

14.1. Resolve retains all copyright and all other intellectual property rights in everything it develops or proposes (or is involved in developing or proposing) including, without limitation, its methodologies, systems and know-how. Resolve retains all copyright and other intellectual property rights in all information and other deliverables provided to the Other. However, the Other will have full right to use all materials provided by Resolve within its own organisation on a ‘need to know’ basis. If the Other wishes to use the materials outside its own organisation, it must first obtain Resolve’ written consent. The Other consents to Resolve disclosing the Other’s logos and other similar intellectual property where and when Resolve elects for the purposes of assisting in the sale of an Asset or otherwise in accordance with any act or omission of Resolve permitted to be taken under the provisions of this Agreement. Resolve acknowledges that such use of the Other’s intellectual property will not amount to any assignment or transfer of ownership to Resolve of any such logos and other similar intellectual property.

15. Indemnity

15.1. The Other hereby represents and warrants to Resolve that it has and will retain full responsibility and accepts full liability for any use of and matter or thing in relation to any Seller, Buyer and/or Asset introduced to Resolve by the Other and in relation to all presentations, documents and/or related marketing materials prepared or provided by the Other or the Other’s Clients in the course of or in connection with the Introductions (and subsequent transactions) contemplated under this Agreement (each a Marketing Document) or any information or document that accompanies a Marketing Document. 


15.2. The Other irrevocably indemnifies each Indemnified Party and must keep each Indemnified Party wholly indemnified against any and all liability, damages, claims and losses directly or indirectly arising from, and all costs, charges and expenses arising in connection with:

15.2.1. an Asset or any matter or activity referred to or contemplated by this Agreement; 


15.2.2. the issue and use of a Marketing Document or a Publication (or any information or document accompanying the Marketing Document or a Publication); 


15.2.3. the making of and use of any statement in a Marketing Document or a Publication (or any information or document accompanying the Marketing Document or a Publication) that is or becomes misleading or deceptive or any omission from a Marketing Document or a Publication;

15.2.4. any conduct by a person (other than Resolve) in connection with the issue and use of a Marketing Document or Publication (or any information or document accompanying the Marketing Document or a Publication) that is misleading or deceptive or likely to mislead or deceive; 


15.2.5. any conduct by the Other or the Other’s Clients in relation to an Asset that is in contravention of any law, regulation or rule including without limitation the Act, and Corporations Regulations or the requirements in the Class Order; 


15.2.6. any breach or failure by the Other to observe any of the terms and conditions of this Agreement, the Privacy Policy or Website Terms and Conditions of Use, including, but not limited to, the representations and warranties provided therein; 


15.2.7. any liability of Resolve, or any claim that Resolve has incurred or will incur, any liability under the Act, any Corporations Regulations, the Class Order or any other law (including, but not limited to, the Competition and Consumer Act 2010 (Cth)) in relation to an Asset or the disclosure or promotion of the sale an Asset; or 


15.2.8. any review or investigation undertaken by the Australian Securities & Investments Commission or any other regulatory authority as a result of an alleged or actual failure to comply with the conditions and requirements the Act, any Corporations Regulations, the Class Order or any other law (including, but not limited to, the Competition and Consumer Act 2010 (Cth)) in relation to an Asset or the disclosure or promotion of the sale of an Asset.

15.3. Any approval or consent given by Resolve does not waive or prejudice the right of an Indemnified Party to the indemnity as stated in these Standard Terms and Conditions and such rights survive the expiry or Termination of this Agreement. The Other agrees that Resolve holds the benefit of this indemnity on trust for itself and all other Indemnified Parties. 


15.4. Resolve disclaims any and all responsibility, whether to the Other or any third party, for any and all claims arising out of information disclosed, disseminated or published by Resolve that is based upon, either in whole or in part, any information provided to Resolve by or on behalf of the Other which is or becomes misleading, inaccurate or incomplete. 


15.5. If for any reason any or all of the above indemnities are unavailable at law or are otherwise unavailable or insufficient to hold Resolve or any other Indemnified Party harmless against any losses which Resolve or that other Indemnified Party is stated to be indemnified for, the respective proportional contribution of the Other and the Indemnified Party in relation to the relevant loss will be as agreed between them, or failing agreement within ten (10) days after the date of the first attempt to achieve that agreement, as determined by a court of competent jurisdiction having regard to the respective extent and nature of participation or involvement of the Other and the Indemnified Party in connection with the act complained of. Notwithstanding the foregoing, the Other acknowledges and agrees that in no event will any Indemnified Party be required to contribute to any losses which in aggregate exceed the Listing Fee actually paid to and received by Resolve in immediately available funds under this Agreement in respect of the relevant Asset in connection with which the relevant indemnity obligation has arisen. 


16. Conduct of Proceedings

16.1. Where any legal or other proceedings arise and the Other confirms in writing that an Indemnified Party is indemnified pursuant to these Standard Terms and Conditions, then the Other is and will remain entitled to defend or institute legal or other proceedings at the Other’s cost, in the name of that Indemnified Party and those proceedings will be conducted under the management and control of the Other (with reasonable consultation with Resolve and any other relevant Indemnified Party), provided that:

16.1.1. neither the Other nor Resolve has the power to settle, compromise, consent to early judgment in or otherwise seek to terminate any action, suit, proceeding, investigation or claim in respect of which indemnification has or may be sought under these Standard Terms and Conditions without the prior written consent of the other; and 


16.1.2. such settlement, compromise, consent or termination shall include a release of each applicable Indemnified Party from any liabilities arising out of such action, suit, proceeding, investigation or claim.

17. Limitation of Liability

17.1. Resolve may assist the Other Member in the manner set out in this Agreement. However, Resolve accepts no liability or responsibility in the event that a transaction (subsequent to an Introduction) involving an Asset does not proceed or the quantum of sale proceeds that is agreed between a Seller and a Buyer is not received

17.2. The Other acknowledges that the Introduction services to be provided as detailed in this Agreement will be provided by Resolve alone and any recourse of the Other or any third party is to Resolve rather than to any of Related Body Corporate or Related Person of Resolve. Resolve will not be liable for any failure or delay in performing the services detailed in this Agreement if that failure or delay arises from anything beyond its control including without limitation the untimely performance by a Seller, Buyer or Other Member of any of its obligations or duties. 


17.3. If an Other has a dispute with one or more of the Members, that Other hereby irrevocably and unconditionally releases and discharges Resolve from and against any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any such dispute. 


17.4. Subject to clauses 35 to 43 (inclusive), Resolve is not liable to the Other or to any other person for any direct, indirect, incidental, special or consequential loss or damage, loss of money, loss of profits or anticipated profits, loss of goodwill, economic loss, loss of business opportunity, loss of revenue, loss of data or loss of reputation (whether based in contract, tort (including negligence), statute or otherwise) including any damage that results or arises, directly or indirectly, from any wrongful or negligent act or omission of Resolve or out of a Other ‘s use of or inability to use the Website or any services of Resolve. 


17.5. Any representation, warranty, condition, term, guarantee, indemnity or undertaking that would be implied in, or affect, this Agreement by legislation, common law, tort, equity, or by course of performance, dealing, trade, custom or usage is excluded to the maximum extent permitted by law.

17.6. Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy conferred on the Other by the Australian Consumer Law, Schedule 2 of the Competition and Consumer Act 2010 (Cth) if applicable that cannot be excluded, restricted or modified by agreement.

17.7. To the fullest extent permitted by law, the liability of Resolve for a breach of a non-excludable guarantee referred to in clause 42 is limited to:

17.7.1. the supplying of the services again; or 


17.7.2. the payment of the cost of having those services supplied again. 


17.8. Despite any other provision of this Agreement, clauses 17 to 17.8 (inclusive) survive the expiry or Termination of this Agreement

18. Confidentiality

18.1. Any information about the Assets, the Seller or the Buyer provided by a Seller or a Buyer to the Other Member must not be reproduced or transmitted to or discussed with any other person (other than the Other Member’s Related Persons on a ‘need to know’ basis) at any time whatsoever without the prior written consent of the Buyer or Resolve. This clause does not apply to any information which:

18.1.1. is generally available to the public (other than as a result of wrongful disclosure); or 


18.1.2. is required to be disclosed by any law, ASX Listing Rules or any regulatory authority (but only to the extent so required). 


18.2. Without limitation to the provisions above, the Other hereby consents and acknowledges that Resolve may share non confidential information or matters relating to the Other with any of the Related Persons and Related Bodies Corporate of Resolve as well as with other Members and their respective Related Persons and Related Bodies Corporate, or any of their respective professional advisers, all of whom may, in turn, likewise share that non-confidential information relating to the Other with Resolve. 


19. Goods and Services Tax Liability (GST)

19.1. All references to any amount payable by the Seller to Resolve under this Agreement (including amounts payable as a fee and amounts payable under any indemnity) are exclusive of GST. If GST applies to any supply or service under this Agreement, any consideration for that supply or service will be increased on account of the GST so that the supplier retains the GST exclusive amount. The Parties will negotiate in good faith in relation to the treatment for GST purposes, in regard to any services or element of services supplied under or in connection with this Agreement which may be subject to GST. If, as a direct consequence of any supply made by Resolve under this Agreement being an input taxed supply, Resolve is not entitled to claim any input tax credit for GST paid or payable by, or recovered from Resolve, then Resolve may recover from the Seller an additional amount equal to the previously mentioned GST for which Resolve cannot claim an input tax credit.

20. Amendments to this Agreement

20.1. Each Member is and will remain responsible to check the Website from time to time to inform itself about any modifications or amendments of clauses to this Agreement. 


20.2. Where any modification or amendment to this Agreement is considered by Resolve (in its absolute discretion) to be necessary or prudent and sufficiently material, Resolve will, as soon as practicable, notify the Member who is a party to this Agreement, and any other Member that Resolve believes should be so notified, of such modification or amendment by giving to each such person no less than 5 days written notice ( Notice Period) during which Notice Period the current version of this Agreement will remain in full force and effect. If the Member who is a party to this Agreement does not deliver in writing to Resolve an objection to the relevant modification or amendment within the Notice Period, then it will be deemed to have: 


20.2.1. irrevocably accepted, and be bound by, the relevant modification or amendment as notified by Resolve; and

20.2.2. confirmed that all other terms and conditions of this Agreement remain in full force and effect.

21. Severance and Other Provisions

21.1. Any provision of the Agreement is only ineffective if and to the extent that it is void or unenforceable and will not invalidate any remaining provision of this Agreement and this Agreement will remain in full force and effect other than only to the extent that the offending provisions(s) will be deemed to be deleted. 


21.2. In the event of any inconsistency with the provisions of this Agreement, the Terms and Conditions or Use and the Privacy Policy, then the provisions of this Agreement shall prevail. 


21.3. Each indemnity in this Agreement survives the termination of any Other’s Membership or expiry or Termination of this Agreement. 


21.4. A term or condition of, or act done in connection with, this Agreement does not operate as a merger or termination of any of the undertakings, warranties and indemnities in this Agreement or the rights or remedies of the parties under this Agreement which continue unchanged. 


21.5. Nothing in this Agreement may be construed as creating a relationship of partnership, or of trustee and beneficiary or a fiduciary relationship.


21.6. Without limitation to the clause above, the Other by entering into this Agreement:

21.6.1. appoints Resolve to act as its agent in connection with any Introduction and transaction that the Buyer may enter into with a Seller; and 


21.6.2. agrees and acknowledges that the sole terms and conditions of the abovementioned appointment of Resolve as its agent will be as set out in these terms and conditions. 


22. Termination of your access to the Website

22.1. Resolve may, without prior notice, at any time immediately suspend or terminate your access (including restricting access) to the Website or any feature of the Website for any reason (including due to your breach or alleged breach of these Terms) in its sole and absolute discretion and without prior notice. Any licenses, consents and indemnities given by you and any limitations of our liability survive such termination.

23. Risk warning

23.1. Investing in unlisted, off-market and/or illiquid Assets involves a number of risks and challenges. If you choose to acquire Assets displayed on the Website you need to be aware of and accept:

23.1.1. Loss of capital – most unlisted businesses and assets fail and if you acquire an Asset it is significantly more likely that you may lose all of your investment than that you will see a return of capital or a profit. You should not invest more money on an Asset displayed on the Website than you can afford to lose without altering your standard of living; 


23.1.2. Illiquidity – the market and the value of any Assets displayed on the Website must be considered to be illiquid and likely to remain illiquid. Any Buyer Member must seek their own independent expert advice as to the value, suitability and prospects for any Assets to be acquired in any manner by a Buyer Member. Resolve is irrevocably released and forever quit claim by any Member in relation to the value, suitability and prospects for any Assets displayed on the Website; 


23.1.3. Diversification – investing in unlisted businesses and Assets should only be done as part of a diversified portfolio. This means that you should invest relatively small amounts in multiple businesses rather than a lot in one or two businesses. It also means that you should invest only a small proportion of your investable capital in early-stage businesses as an asset class, with the majority of your investable capital invested in safer, more liquid assets. 


24. No investment advice

24.1. The content of the Website is purely factual information and does not involve any recommendation or statement of opinion by us or any other person. It is not intended to be personal or general financial advice, does not take into account your objectives, financial situation or needs and you should not treat it at such. Before you make any investment decisions, you should obtain professional independent investment advice and consider any relevant disclosure documents. Resolve does not endorse or recommend or advise investment in any securities or investments referred to on the Website. Nothing on the Website is, or shall be, construed as an offer of, or an invitation to take up, securities or investments.

25. Disclosure of interest

25.1. Resolve and Other Members and Seller Members may receive payments, commissions or other commercial benefits from each other in connection with these Terms. Resolve and its associates may hold securities or an interest in a Seller Member and/or Assets displayed on the Website. 


26. Jurisdiction and law

26.1. These Terms are governed by and must be construed in accordance with the laws of the State of Victoria, Australia. You submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters arising out of or relating to these Terms, their performance and subject matter. 


27. International Use

27.1. We make no representation or warranty that any information or content accessible through the Website are appropriate or available for use in locations outside Australia. 


28. Severability

28.1. Each provision of these Terms is severable from the others and no severance of a provision will affect any other provision. 


29. Contacting us

If you have questions about the Website or the Terms, please contact us by email at admin@resolve.expert or by telephone at +614 08 009 689

Privacy Policy

Last updated 24/07/17

Resolve Australia Pty Ltd ABN 72 619 128 460

Privacy Policy

Resolve Australia Pty Ltd ABN 72 619 128 460 (referred to as Resolve, we, us or our) has implemented this Privacy Policy to provide users of our website www.resolve.expert (Website) and our other services with information about how we collect, hold and use Personal Information you provide to us. If you wish to make any inquiries regarding this Privacy Policy, you should contact our Privacy Officer in any of the ways specified in paragraph 11.

From time to time, Resolve may be related to other entities (Related Entities) and a reference in this Privacy Policy to Resolve, we, us or our also refers to our Related Entities.

By using our web site, you consent to the collection and use of your personal information by Resolve as explained below. In addition to the Privacy Policy our Terms and Conditions of Use shall apply to you and everyone else who uses this Website.

We may, from time to time, review and update this Privacy Policy, including taking into account new laws, regulations, practices and technology. All Personal Information held by us will be governed by our then most recent Privacy Policy as published on our Website at: www.resolve.expert

1. What Personal Information do we collect?

1.1 “Personal Information" is information or an opinion, whether true or not, and whether recorded in 
a material form or not, about an identified individual or an individual who is reasonably identifiable. 


1.2 Personal Information collected may include (but is not limited to) the following:

a) Registration data (such as your corporate name, personal name, business and postal address); 


b) Information request data and response data; 


c) Australian Business Number or ACN; 


d) Contact details including email address and telephone numbers (landline and mobile); 


e) For potential job applicants - occupation and employment details, resume, gender and age/date of birth; and 


2. When and why we collect Personal Information

2.1 We collect your Personal Information to allow us to conduct our business functions, to market our products and services and for the specified purposes set out in paragraph 5 and 8.


2.2 We may collect your Personal Information in the course of providing you with services, or when you:

a) Visit our Website

b) Apply for membership and register for or use an account on our Website; 


c) Request information about us, the Assets displayed on the Website or our services; 


d) Provide feedback; 


e) Fill in a form on our Website; 


f) In the course of providing you with services; and 


g) Contact us by telephone, fax, email, post or in person

h) when you ask to be included on a marketing distribution list

i) when you pay for our goods or services with methods other than cash

j) when we conduct credit checks through credit reporting bodies, various public domain databases

k) when we make enquiries through ASIC, Centrelink or Titles Office and other related Government entities; 


2.3 Where we engage with you multiple times over a short period in relation to the same matter, we may not provide you with a separate notice about privacy each time we engage with you.

3. Cookies

3.1 Like many websites, our Website may use 'cookies' from time to time. Cookies are small text files that are transferred to a user's computer hard drive by a website for the purpose of storing information about a user's identity, browser type or website visiting patterns. Cookies may be used on our Website to monitor web traffic, for example, the time of visit, pages visited and some system information about the type of computer being used. We use this information to enhance the content and services offered on our Website. 


3.2 Cookies are sometimes also used to collect information about what pages you visit and the type of software you are using. If you access our Website or click-through an email we send you, a cookie may be downloaded onto your computer's hard drive. 


3.3 Cookies may also be used for other purposes on our Website but in each case, none of the information collected can be used to personally identify you. 


3.4 You can configure your browser to accept all cookies, reject all cookies, or notify you when a cookie is sent. Each browser is different, so check the "Help" menu of your browser to learn how to change your cookie preferences. 


3.5 If you disable the use of cookies on your web browser or remove or reject specific cookies from our Website or linked sites then you may not be able to gain access to all of the content and facilities in those websites. 


4. Third party content

4.1 Some of the content on our Website includes applications made available by third parties such as social media buttons or links that allow you to share content or links to our Website through the relevant third party platforms. These third party applications themselves may facilitate collection of information by those third parties; through your interaction with the applications and sometimes even if you do not interact directly with them. We are not responsible for the technical operation of these applications or the collection and use practices of the relevant third parties. Please visit the relevant third party websites to understand their privacy practices and options they may make available to you in relation to their collection of your Personal Information. 


5. How we use your Personal Information

5.1 We use the Personal Information we collect about you for our business functions and activities, which may include the following:

a) To administer our relationship with you including responding to your queries; 


b) To confirm your identity in order to create your member account and ensure that you are eligible to use the services provided on the Website; 


c) To conduct required Anti-Money Laundering and Counter Terrorism and Financing 
Australian legislation regime checks on you in connection with your use of the Website; 


d) To review any marketing or other information that you may make via the Website; 


e) To confirm that you are eligible to register an account through the Website including in accordance with relevant legislation; 


f) To provide services through the Website including allowing you to contact other members and account holders using the information on the Website;

g) To monitor, improve and administer the Website and the services provided on the Website; 


h) To enable us to create a user profile to better serve you; 


i) To enable us to conduct surveys and aggregate user profiles; 


j) To ensure security of the Website and your user profile; 


k) To train our staff and provide quality assurance; 


l) To process any job application submitted by you; 


m) To provide you with information on selected Asset listings and services that we think may be 
of interest to you (unless you have asked us not to do so); 


n) To enable us to comply with all our legal and regulatory obligations; 


o) To share your Personal Information with our Related Entities, business partners and our 
selected third parties; 


p) To contact you to ensure customer satisfaction in respect of our role as a website provider 
and assist you in getting the best value from our service; and 


q) If you are an employee or other representative of a client to which we provide our services 
or a supplier or service provider to us, to communicate with you about your or your employer's engagement with us and otherwise as specified in this Privacy Policy. 


5.2 We reserve the right at all times to monitor, review, retain, and/or disclose any information as necessary to satisfy any applicable law, but we have no obligation to monitor the use of the Website or to retain the content of any user session. 


5.3 In the event that we intend to enter into a major corporate transaction, such as a sale of control of our or another business, we may disclose certain of your Personal Information to potential buyers, underwriters or advisors. If we do this, we will take reasonable precautions to ensure that the recipients of your Personal Information are obligated to keep it confidential. 


5.4 We may, from time to time, expand, reduce or sell our business and this may involve the transfer of certain sections or the whole business to other parties. Your Personal Information will, where it is relevant to any such transaction, be transferred to the new owner or newly controlling party who will, under the terms of this Privacy Policy, be permitted to use your Personal Information for the purposes for which it was supplied by you. 


5.5 You consent to us using your Personal Information in the above ways. 


5.6 If you do not consent to us using your Personal Information in the above ways you must not provide your Personal Information to us. You should also not provide your Personal Information to us if you are under 18 years of age. If you choose not to provide your Personal Information to us for the purposes set out in this Privacy Policy, we may not be able to provide you with requested products or services and access to some of the functionality of the Website. 


5.7 We may collect and use your Personal Information for other purposes not listed above. If we do so, we will make it known to you at the time we collect or use your Personal Information. 


5.8 We do not otherwise collect, use or disclose your Personal Information without your permission, unless the collection, use or disclosure is:

a) In accordance with this Privacy Policy or any agreement you enter into with us; or 


b) Required or authorised by law, including without limitation the Australian Privacy Principles

under the Privacy Act 1988 (Cth). 


5.9 Access to certain content on our Website may be allowed under a written agreement between you or your employer and Resolve and will require a username and/or password. In some cases, failure to provide personal information may prevent you from accessing certain Resolve web site(s) containing certain confidential information, assets, services, or promotional offers. By accessing and using our protected and secured Website(s), you agree to maintain the confidentiality of the username and password you selected to access such site(s) and consent to our Terms and Conditions of Use.

6. To whom we disclose your Personal Information

6.1 Resolve may disclose, or provide access to, your personal information to third parties including other Website Members in connection with the purposes described in this Privacy Policy. Depending on the nature of your engagement with us, we may disclose your Personal Information to our Related Entities, to third parties that provide products and services to us or through us, or to other third parties. 


6.2 We may also disclose your Personal Information to our Website host or software application providers in certain limited circumstances, for example when our Website experiences a technical problem or to ensure that it operates in an effective and secure manner. 


7. Overseas disclosures

7.1 Some of your Personal Information may be transferred, stored, processed or used overseas by us or by third party service providers. This may happen if our Related Entities are overseas, if we outsource certain activities overseas or if transactions, information, services or products have an overseas connection. You consent to the collection, use, storage, and processing of your Personal Information outside of Australia. 


7.2 In particular, your Personal Information may be disclosed to service providers which may store your Personal Information in the New Zealand, Hong Kong, Singapore, China, USA, UK and such other countries in which those parties or their, or our, computer systems may be located from time to time, where it may be used for the purposes described in this Privacy Policy, without us being responsible under the Privacy Act 1988 (Cth) for such use (or for any breach). In these circumstances, you consent to the collection, use, storage and processing of your Personal Information in those countries. Where such parties are located overseas, you may have rights to enforce such parties' compliance with applicable data protection laws, but you may not have recourse against those parties under the Australian Privacy Act in relation to how those parties treat your personal information. 


8. Marketing

8.1 You consent to us using your Personal Information for sending you information, including promotional material, about us or our products and services, as well as the products and services of our related entities and third parties, now and in the future. You also consent to us sending you such information by means of direct mail, email, SMS and MMS messages. 


8.2 If you do not want to receive marketing information from us, you can do so in any of the following ways:

a) Following the instructions in any direct marketing email that you have received from us;

b)Logging into your account on the Website and editing your email preferences; or

c) Contacting us using the contact details specified in paragraph 11. 


8.3 If you provide your consent to receiving direct marketing from our third party business partners, we will provide them with your Personal Information to enable them to send information and advertising material to you. You can opt out of receiving this material from third parties by using the contact details specified in paragraph 11 if you do not want to receive marketing information from us. 


9. Accessing and updating your Personal Information

9.1 You are entitled to access Personal Information that we hold about you. If you request access to your Personal Information, in ordinary circumstances we will give you full access to your Personal Information. However, there may be some legal or administrative reasons to deny access. If we refuse your request to access your Personal Information, we will provide you with reasons for the refusal where required by law.

9.2 You can access and correct some of your Personal Information through the Website by logging into your account and updating or editing your profile at any time. Alternatively, a request for access can be made by contacting us in any of the ways specified in paragraph 11. 


9.3 We take all reasonable steps to ensure that any Personal Information we collect and use is accurate, complete and up-to-date. To assist us in this, you need to provide true, accurate, current and complete information about yourself as requested and properly update the information provided to us to keep it true, accurate, current and complete. Please contact us in any of the ways specified in paragraph 11 if you believe that the Personal Information is inaccurate or incomplete and we will use all reasonable efforts to correct the information. 


10. Storage and security of Personal Information held by us

10.1 We aim to keep your Personal Information secure. Any Personal Information that is collected via our Website or which is held on our computer systems is protected by safeguards including physical, technical (firewalls, use of encryption etc) and procedural methods. 


10.2 If we find that we have no further need for your Personal Information we may remove it from our systems and destroy all record of it. 


11. What to do if you have a question, problem or complaint about our use of your Personal Information or this Privacy Policy

11.1 If you:

a) Have a query or concern about this Privacy Policy or our Personal Information handling processes; 


b)Wish to make a complaint in relation to a breach by us of your privacy; 


c) Would like to access your Personal Information held by us; 


d)Would like to opt out of direct marketing; or 


e) Would like to correct your Personal Information held by us, 


Please contact our Privacy Officer in any of the following ways:

By phone on +61 408 009 689

By email at admin@resolve.expert

11.2 We will investigate your queries and complaints within a reasonable period of time of receiving the complaint and will notify you of the outcome of our investigation. 


12. General

12.1 If you have questions regarding our Privacy Statement, please contact Resolve via our Contact Us page.