Master Services & Terms Agreement

This Software License + Marketing Agreement (the “Agreement”) is entered into as of [the “Effective Date”) by and between:

1. HQ Agency (“Licensor”), a company incorporated and registered in [Melbourne Victoria, Australia], with its principal office located at [401 St Kilda Rd Melbourne 3000], and

2. [Customer] (“Licensee”), with its principal address at [insert address]

1. Scope of Services

HQ Agency agrees to provide software services including property listing distribution, campaign reporting, portal integrations, and related support services as described in its product documentation and website.

2. Definitions

2.1 “Software” refers to the property technology software solutions provided by Licensor, HQ Agency

2.2 “Services” refers to any support, maintenance, or additional services associated with the Software, as described in separate ‘Service Level Agreement’ .

2.3 “License” refers to the rights granted by Licensor to Licensee for the use of the Software as specified in Section 3.

2.4. ‘Marketing’ refers to the advertising across the Reach+ network of portals and social platforms

3. Grant of License

3.1 License Grant: Licensor grants Licensee a [non-exclusive/perpetual/limited] license to use the Software, subject to the terms of this Agreement.

3.2 Scope of Use: The License is granted solely for Licensee’s internal business purposes and may not be used for any other purpose without Licensor’s prior written consent.

3.3 Restrictions: Licensee agrees not to:

• Reverse engineer, decompile, or disassemble the Software.

• Use the Software beyond the licensed scope.

• Transfer, sublicense, or assign the License without prior written consent from Licensor.

4. Delivery and Installation

4.1 Delivery: Licensor shall deliver the Software to Licensee in a format suitable for installation and use within [30 days].

4.2 Installation: Licensee is responsible for installing the Software unless otherwise specified

5. Fees and Payment Terms

5.1 The first month’s subscription fee is payable in full on the start date of usage of the HQ Agency platform.

5.2 Access to the platform may be suspended for non-payment beyond the due date.

5.3 Ongoing fees will be billed according to the selected subscription term (monthly, quarterly, or annually) as outlined in the Service Schedule.

5.4 All invoices are payable within 14 days of issue unless otherwise agreed in writing.

5.5 A late payment fee of 10% of the overdue amount may be applied to any invoice not paid within 14 days of the due date, unless otherwise agreed in writing.

6. Cooling-Off Period

The Client may cancel this Agreement within 14 days of the Effective Date without penalty, provided that no API integration or service implementation work has commenced.

7. Minimum Requirements

There are no minimum usage, spend, or listing volume requirements unless otherwise stated in a specific Proposal or Service Schedule.

8. API Usage and Fair Use Policy

8.1 HQ Agency provides API access to support listing distribution, analytics, and integrations with client systems.

8.2 Fair Use Limit: HQ Agency does not impose a hard limit on the number of API calls per month.

8.3 However, we monitor usage patterns to ensure consistent platform performance and reliability for all users.

8.4 If unusually high or potentially abusive activity is detected, we may throttle usage or reach out to discuss your integration and explore optimizations.

8.5 HQ Agency reserves the right to apply rate-limiting if required to maintain system stability.

9. Warranty and Support

9.1 Warranty: Licensor warrants that the Software will perform for a period of [3 months].

9.2 Support: Licensor shall provide support and maintenance as outlined in SLA.

9.3 Exclusions: Licensor does not warrant uninterrupted or error-free operation of the Software.

10. Intellectual Property

10.1 Ownership: Licensor retains all rights, title, and interest in and to the Software, including any modifications or enhancements.

10.2 Infringement Indemnity: Licensor shall defend and indemnify Licensee against claims alleging that the Software infringes third-party intellectual property rights, subject to Section 7.2.

11. Limitation of Liability

11.1 Liability Cap: Licensor’s liability under this Agreement shall not exceed the total Fees paid by Licensee within the preceding 12 months.

11.2 Exclusion of Damages: Licensor shall not be liable for indirect, incidental, or consequential damages.

12. Term and Termination

12.1 Termination for Cause: Either party may terminate this Agreement immediately if the other materially breaches any term and fails to remedy the breach within 14 days of written notice.

12.2 Term Options: The Client may select a subscription term of 3 months, 6 months, or 12 months, as specified in the signed Service Schedule or Proposal. The selected term begins on the Effective Date.

12.3 Auto-Renewal: Upon expiry, the Agreement will automatically renew for the same duration unless either party provides at least 30 days’ written notice prior to renewal.

12.4 Termination for Convenience: Either party may terminate this Agreement at any time by providing 30 days’ written notice, regardless of the remaining term. Any unused portion of prepaid fees is non-refundable unless agreed otherwise in writing.

13. Confidentiality

13.1 Definition: Both parties agree to keep confidential any non-public information disclosed under this Agreement.

13.2 Exclusions: Confidential information does not include information that is publicly available, independently developed, or disclosed by a third party without restriction.

14. General Provisions

14.1 Governing Law: This Agreement shall be governed by the laws of State of Victoria, Australia.

14.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

14.3 Amendments: Any amendments to this Agreement must be in writing and signed by both parties.

14.4 Notices: Notices under this Agreement shall be sent to the addresses specified above.