Please read these terms of use (Terms of Use) carefully as they govern: ○ How we contract with you; ○ Your access and use of services provided by Finka Solutions Pty Ltd (ACN 648 641 427) (finka, we, us and our); ○ Your access to the website and platform located at www.finka.me (Website); ○ Your access to each of the portals available on the Website, including each of the following: - Project - Contacts - Documents - Clearances - Reports - Delivery - Issues (collectively the finka Portals) ○ Your use of the Website for your film, television and/or games projects (Projects) ○ Your subscription, access to the finka Portals and the services provided via the Website (Subscription); ○ Any additional or related services that you ask us to provide, and which do not form part of your Subscription.  These may include services such as setting up a delivery room, uploading and tagging custom templates, co-ordinating the delivery of a Project, uploading prior Projects or training staff (Supplementary Services) (collectively all of the above are the Services). Our Services consist of all the services we provide now or in the future, including online Services via our Website and/or any Supplementary Services that you ask us to provide. By using this Website or by accepting a Subscription or by using the Services or by asking us to provide Supplementary Services, you agree to be bound by these Terms of Use.  If you do not agree to these Terms of Use, you must not continue using this Website, become a Subscriber or ask us to provide any Services. 1. No professional or legal advice You acknowledge and agree that finka is not a provider of professional services or of legal services of any sort, and isn’t in the business of giving any kind of professional or legal advice. We may provide you with information we think might be useful in producing a film, television series or game, but this should not be seen as a substitute for professional advice and we will not be liable for your use of the information in that way. 2. Subscriptions generally (a) When you create a Subscription to use our Services and accept these Terms of Use, you become a subscriber (Subscriber). If you are the Subscriber, you are the person responsible for paying for your Subscription. (b) If you invite a user or provide access to a third party onto the Website, the invited user or third party is a person other than the Subscriber who has been invited to use our Services through a Subscription (User). (c) Any User must also accept these Terms to Use and by using this Website, will be deemed to have accepted these Terms of Use. (d) As a Subscriber inviting others into a Subscription, you acknowledge and agree to the User permissions you grant to invited Users. (e) Whether you’re a Subscriber or a User, we grant you the right to use our Services (based on your Subscription, your User role and the level of access you’ve been granted) for as long as the Subscriber continues to pay for the Subscription, until the Subscription is terminated, or – if you’re an invited User – until your access is revoked. (f) As a Subscriber, you are solely responsible for controlling how your Subscription is managed and the access permissions granted to Users. (g) When you first sign up, we may offer you a free trial period, based on the terms specified at the time (Trial Period). However, if you choose to continue using our Services after the Trial Period, you will be required to pay a monthly subscription fee (Subscription Fee) for a minimum period of 12 months. 3. Services generally (a) We will provide you with access to the Services, subject to these Terms of Use. We offer our Services on: ○ Subscription Basis: A term-based Subscription basis that gives you restricted access to the finka Portals; and ○ Project Basis: A per-project, fee basis that gives you unrestricted access to all finka Portals for a particular Project; and ○ Supplementary Service Basis: A fee basis for any Supplementary Services that you ask us to provide ​(b) If the Services include the ability to download: ○ Templates and associated materials that have been prepared for us by third parties (Templates); or ○ Other documents and associated materials (Documents), (together, Materials) you must not use the Materials in any way whatsoever except as permitted under these Terms of Use. (c) A username and password is required to access some of the Services (Login Details). Where we provide you with Login Details, those Login Details may only be used by you.  You must not reveal those Login Details to any other person. You are responsible for maintaining the security of your Login Details and we will not be liable for any loss or damage from a failure to do so. (d) You must comply with all applicable laws in relation to your use of the Services and the Materials. (e) You must not reverse engineer or decompile any part of the Services, including the Templates, unless permitted by law, or remove, alter or obscure any disclaimers or identification, copyright, trademark or other proprietary notices, labels or marks on any Materials. (f) We reserve the right at any time to offer new services and/or features, introduce improvements to, modify or discontinue, temporarily or permanently, any Services or any part of them (a Change).  4. Term (a) Where you take out a Subscription, your Subscription will be for a minimum period of twelve (12) months or such other period agreed by the parties in writing commencing on the date that you complete the subscription process on our Website. (Initial Term).  (b) Upon the expiration of the Initial Term, your Subscription will automatically extend for successive terms of twelve (12) months, provided that either party may terminate the Subscription at any time after the expiry of the Initial Term by giving not less than 30 days notice in writing to the other. 5. Fees (a) You may only use the Services and any Materials on the payment of: ○ The fees set out on our Website, where you have Subscribed or the fees set out in the Subscription order form, where you have Subscribed via a subscription order form (Subscription Fees); ○ A project fee where you require unrestricted access for a particular Project (Project Fees); ○ A fee for Supplementary Services where you have been provided with Supplementary Services (Supplementary Services Fee) ○ Any other fees which may be appliable to your use of the Services, (collectively the Fees). (b) All Fees: ○ Are in Australian Dollars (unless we agree otherwise); ○ Are exclusive of goods and services tax (GST); and ○ Will be charged according to our pricing schedule published on our Website or according to any written quote that we provide to you for the provision of our Services. ​​​(c) If we cannot charge your payment method for any reason (such as expiration or insufficient funds), and you have not cancelled your Subscription, you remain responsible for any uncollected amounts and any payment dishonour fee that may apply, and we will attempt to charge the payment method as you may update your payment method information. This may result in a change to the start of your next Subscription period and may change the date on which you are billed for each period.  We reserve the right to cancel your Subscription if we are unable to successfully charge your payment method to renew your Subscription. (d) Where you have an existing Subscription, we reserve the right to vary (including introduce) any Fees at any time after the expiry of the Initial Term by giving you not less than 30 days’ notice in writing.  Any such notice may be provided prior to the expiry of the Initial Term provided that the variation only takes effect after the expiry of the Initial Term. If you do not agree to the variation, you may no later than the date the variation takes effect terminate your Subscription by giving us notice in writing, in which case your Subscription will terminate 30 days after your termination notice is received, the Fees will not be varied, and you will be entitled to a refund of any Fees paid in advance for the period beyond the date of termination. Where you do not have an existing Subscription, we may vary (including introduce) any Fees at any time without notice. 6. Processing and Payment (a) We will process your Subscription as promptly as possible. Your payment details must be verified before your Subscription can be activated. (b) If your initial payment authorisation is revoked, your Subscription will be terminated. We reserve the right to reject any Subscription order at any time. (c) Payment for Subscriptions will be direct debited from your nominated financial institution or payment method. All Subscriptions automatically renew until cancelled. (d) It is your responsibility to provide valid payment details, and ensure that your payment details are up to date. (e) If your payment method is invalid, or your payment is otherwise rejected, your Subscription may automatically be cancelled and unlimited access revoked. If your Subscription is cancelled due to such a payment issue, we makes no guarantee that the same Subscription at the same price will still be available to you. (f) You may pay by credit card or debit card at the time of Subscription. If you pay by credit card, we may add a credit card surcharge (currently 0.5% but subject to annual review) which reflects no more than the costs of acceptance to us of processing your payment Subscription charges. You may also pay by direct debit after your Subscription has been activated. There is no surcharge for payments by debit card or direct debit. 7. Intellectual property (a)The Materials contain proprietary information that is owned by or licensed to us, and is protected by applicable intellectual property and other laws, including but not limited to copyright. (b) We grant you a non-transferable, non-sublicensable and non-exclusive licence to access, use and distribute any Materials that are not Templates during the Subscription period for your own internal business purposes. (c) We grant you a non-transferable, non-sublicensable (except as described in paragraph 7(d)) non-exclusive licence to use and modify any Templates completed and downloaded by you for your own business purposes and your Project. (d) We grant you a right to sublicence the licence granted to you by us under paragraph 7(c) third parties provided such use by third parties is directly related to your business and/or for the purpose of working with you in connection with Projects created by you. (e) You must only use and/or sublicence completed and/or downloaded Templates for your business and Projects created by your business or directly related to your business and Projects. (f) You must not modify, vary, reproduce, translate, adapt, copy, reverse engineer, reverse assemble or reverse compile the Services provided by Us or any part of the Website, the software used to provide the Services, the Materials or any part thereof. 8. Privacy We may collect personal information (as that term is defined in the Privacy Act 1988 (Cth of Australia)) in our provision of the Services (Personal Information). We are committed to protecting Personal Information and our Privacy Policy located at finka (www.finka.me) contains information regarding our collection, use, disclosure and protection of Personal Information. Where you provide us with Personal Information, you must ensure that you have the right to disclose it to us, and for us to use and disclose that Personal Information as described in our Privacy Policy, including having made any notifications or obtained any consents that may be required to enable this to occur. 9. Statistical data We may collect and prepare de-identified and aggregated statistical data related to the use of our products and services to administer and monitor the use of our products and services, for our internal business improvement purposes, benchmarking, market and industry research, and for use in commentary, media releases and other publications. We agree not to take any steps which will deliberately cause de-identified information to become personal information. 10. Disclaimer (a) We are not a legal adviser.  We are not the author of, and have no editorial control over, any Templates or any information contained in any Templates.  The Templates have not been prepared with regard to any of your particular circumstances.  You must satisfy yourself as to the content and appropriateness of any Templates for your purposes, and we make no warranty as to the form, content or appropriateness of any Templates for you or your circumstances.  You should obtain your own independent legal advice and rely on such advice when using any Templates. (b) We make no guarantee or warranty as to the accuracy or applicability of the information contained on the Website, the Templates or any Documents created from your use of the Website. (c) We offer a mechanism by which you may seek and obtain legal advice from a legal services provider in relation to the Services, including any Templates. Most advice sought via this mechanism can or will be provided by Cole Media and Entertainment Law Pty Ltd (ABN 22 162 066 220).  Where advice is to be provided by another legal service provider, that legal service provider’s terms and conditions will apply and the legal service provider will be responsible for providing you with a copy of them at the time.   11. Termination (a) We may terminate or suspend your Subscription or access to all or any Services and Materials immediately if: ○ You breach any of these Terms of Use and do not remedy the breach within 14 days after receiving notice of the breach, ○ You breach any of these Terms of Use and the breach cannot be remedied, or ○ You or your business become insolvent, your business goes into liquidation or has a receiver or manager appointed over any of its assets, you become insolvent or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction. (b) If you fail to pay Fees, we will take reasonable steps to notify you of the failure. Subject to the processing and payment timing of your bank or credit or debit card provider: ○ if you do not pay within 14 days of the date on which the Fees became due and payable, we may suspend your Subscription or access to all or any Services and Materials, and ○ if you do not pay within 21 days from the date on which the Fees became due and payable, we may terminate your Subscription and access to all or any Services and Materials. ​(c) Termination of your Subscription will result in the deactivation or deletion of your account, and the forfeiture and relinquishment of all of your rights to the Services and any Materials. (d) If your Subscription is terminated, you can reactivate your Subscription by paying all Fees up to and including the date of termination. (e) No refund is due to you if you terminate your Subscription or we terminates it in accordance with these Terms of Use. (f) Once a Subscription is terminated by you or us, it is archived and the data submitted or created by you is no longer available to you. We retain it for a period of time consistent with our data retention policy, during which, as a subscriber, you can reactivate your Subscription and once again access your data by paying any outstanding or current Fees. 12. Limitation of liability (a) All express or implied guarantees, warranties, representations, or other terms and conditions relating to these Terms of Use or its subject matter, not contained in these Terms of Use, are excluded from these Terms of Use to the maximum extent permitted by law.   (b) To the maximum extent permitted by law, we do not warrant that the Services or Materials will be: ○ Error-free; ○ Fit for you or your particular purpose; or ○ Suitable for use in other jurisdictions. (c) Our Services and all third-party products are made available to you on an “as is” basis and we disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability and fitness for a particular purpose. (d) Our liability to you in connection with our Services or these Terms of Use, in contract, tort (including negligence) or otherwise, is limited as follows: ○ We have no liability arising from your use of our Services for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense; ○ For loss or corruption of your data, our liability will be limited to taking reasonable steps to try and recover that data from our available backups; and ○ Our total aggregate liability to you in any circumstances is limited to the total amount of Fees you paid us in the 12 months immediately preceding the date on which the claim giving rise to the liability arose. (e) Nothing in these Terms of Use excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by any legislation which cannot lawfully be excluded or limited. This may include the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances. (f) If any guarantee, warranty, term or condition is implied or imposed in relation to these Terms of Use under the Australian Consumer Law or any other applicable legislation and cannot be excluded (a Non-Excludable Provision), our liability for breach of a Non-Excludable Provision is limited, at our option, to either replacing or paying the cost of replacing the relevant service (unless the Non-Excludable Provision says otherwise) (g) You must indemnify us and our employees, officers, agents and contractors from and against any claims, proceedings and losses arising out of a claim by a third party as a result of your wilful misuse of any Services or your wilful breach of these Terms of Use. 13. Severability If any part of these Terms of Use is or becomes illegal, invalid or unenforceable, it will not affect the validity or enforceability of any other provisions. 14. Waiver The failure of a party to pursue its rights with respect to a default or breach of these Terms of Use does not constitute a waiver of the right to enforce its rights with respect to the same or any other breach. 15. Force majeure Neither party is responsible for any delay in its performance or its failure to perform due to causes beyond its reasonable control. 16. Relationship of parties Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other Subscriber or User. 17. Assignment (a) You must not assign your rights or obligations under these Terms of Use without our prior written consent. ​ (b) We may assign or transfer your rights or obligations under these Terms of Use to another entity if we deem it to be appropriate. 18. Entire Understanding These Terms of Use are the entire agreement and understanding between the parties and supersede any prior negotiation, arrangement, understanding or agreement with respect to the subject matter hereof. 19. Variation (a) We may change or vary these Terms of Use except that changes or variations won’t apply retrospectively (b) We will reasonably endeavour to provide you with 30 days’ notice of material changes to these Terms of Use before they become effective, unless we need to make immediate changes for reasons we don’t have control over. 20. Governing law These Terms of Use will be governed by and construed in accordance with the laws in force in the State of New South Wales, Australia and the parties irrevocably submit to the jurisdiction of courts sitting in the State of New South Wales, Australia. Date of last revision: 15 September, 2024