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NOBLE FIVE

NETWORK AGREEMENT

Welcome to Noble Five, or N5. We are an online network which links digital media, marketing and data experts with clients for long and short-term roles (Network).

This agreement governs your use of the Network and any Services performed or received under an Order Form facilitated by N5 under this agreement. All Order Forms will be deemed incorporated into this agreement, and will substantially take the format set out in Schedule 1.

TERMS AND CONDITIONS

ACCOUNT REGISTRATION
1. You must not access the Network if you are under the age of 18 years old and do not have your parent or guardian’s consent, or if you have previously been suspended or prohibited from using the Network.
2. All Users are required to sign-up, register and receive an account through the Network (an Account).
3. By registering for an Account, you agree to be bound by this agreement which forms a binding contractual agreement between you, the User, and N5.
4. As part of the Account registration process and as part of your continued use of the Network, you are required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, bank account information, and other information as determined by N5 from time to time.
5. You warrant that any information you give to N5 in the course of completing the Account registration process will always be accurate, honest, correct and up-to-date. This includes any information provided by Contractors in relation to their qualifications, skills and experience relating to Services. You indemnify N5 for any claims arising out of false, incomplete or misleading information.
6. Once you complete the Account registration process, N5 may, in its absolute discretion, choose to accept you as a registered user within the Network and provide you with an Account.
SERVICES
1. BOOKING SERVICES
  1. A Client may submit a request through the Network to book a Contractor to perform a required scope of Services.
  2. A request must include sufficient details to allow N5 to understand the nature of the required Services. N5 may request additional information.
  3. N5 will consider the Services required and source an appropriate Contractor from the Network. N5 will facilitate, by exchange of emails through N5, an agreement on the:
    1. scope of Services;
    2. applicable fees payable by the Client to the Contractor;
    3. applicable fees payable by the Client and the Contractor to N5 respectively;
    4. any special conditions that apply to the Services, in the format set out in Schedule 1 (Order Form).
    5. If an Order Form includes any special conditions, those special conditions will take precedence over these terms to the extent of any inconsistency.
    6. Once both parties have agreed by exchange of emails to an Order Form, the Booking for the Services is agreed and can only be amended in accordance with the terms of this agreement (Booking).
2. PERFORMING SERVICES
  A Contractor who agrees to a Booking with a Client must:
  1. ensure that performance of the Services occurs at the scheduled Start Date & Time;
  2. perform the Services with due care and skill; and
  3. keep the Client informed of any issues that may limit the Contractor’s ability to perform the Services.
    Once a Booking is made, a User may only reschedule or cancel a Services in accordance with clause 7.1
RESTRAINT & RECRUITMENT
1. 1. Subject to this clause 3, the Client must not, and must not attempt to, recruit, employ, solicit or otherwise engage with any Contractors they come into contact with through the Network, other than through the Order Form process.
  2. If the Client wishes to recruit a Contractor for engagement outside of the Network, the Client must notify N5.
  3. N5 will consider the request, and in its discretion:
    1. accept the request, subject to agreement to an Order Form; or
    2. reject the request, giving reasons.
  4. If N5 approves a recruitment request, the Client may only proceed on the terms agreed under the applicable Order Form including payment of the applicable recruitment fee to N5.
  5. If N5 rejects a recruitment request, the Client must not proceed with the recruitment and clause 3(a) will continue to apply to the Client and the relevant Contractor.
VERIFICATION OF OTHER USERS
All Users acknowledge and agree that:
1. 1. N5 is not the performer of the Services under an Order Form; and
  2. N5 undertakes limited verification processes, to the extent possible and practicable, to determine the certification and/or licensing of any Contractor who uses the Network.
Users must take their own steps to verify the identity of other Users who they interact with on the Network.
PROVISION OF DATA
1. An Order Form may state that the Services include the Contractor preparing reports, graphs, briefs, presentations, designs and other deliverables for the Client (Deliverables).
2. The Client is responsible for ensuring that it notifies the Contractor, prior to the Services, of any changes to the Deliverables requirements.
3. Once the Services has commenced, the Contractor is not required to accept any changes to the Deliverables requirements.
4. Ownership of the Deliverables, including all Intellectual Property Rights arising in the Deliverables, will immediately vest in the Client upon its creation.
5. The Client grants the Contractor and N5 an irrevocable, perpetual, non-exclusive, worldwide licence to use, adapt, modify and distribute (including the right to sublicense) all Deliverables for their respective purposes.
SERVICES COSTS & N5 FEES
1. Viewing the Network and creating and maintaining an Account is free.
2. All Users acknowledge and agree that:
3. the amounts payable for Services performed through the Network will be as agreed in the relevant Order Form;
4. the relevant Order Form is incorporated into and forms and enforceable part of this agreement once a Booking is agreed;
5. N5 will charge the N5 Services Fee on top of the Contractor’s Services Fee in exchange for the facilitation services provided by N5 under this agreement.
6. The Contractor may submit an invoice to N5 for the Contractor’s Services Fee upon completion of the Services under the relevant Order Form.
7. The Client will have 5 Business Days to dispute an invoice, before the invoice becomes due and payable in accordance with the timeframe stipulated on the invoice.
8. If the Client disputes an invoice, it must provided detailed reasons in writing to N5. N5 will investigate and mediate any invoice disputes, which will be resolved in accordance with clause 14.
CHANGES TO YOUR SERVICES
1. CANCELLATION PRIOR TO SERVICES
  1. Either party may cancel an Order Form by providing more than 48 hours’ written notice is provided in writing to the other party. Any amounts paid will be fully refunded.
  2. If a Client cancels an Order Form with less than 48 hours’ written notice:
    1. N5’s Service Fee will be non-refundable; and
    2. 50% of the Contractor’s Service Cost will be refunded to the Client.
  3. If a Contractor cancels a Services with less than 48 hours’ written notice, all amounts paid will be fully refunded to the Client.
2. REFUND AFTER SERVICESS
  1. Unless there is a major failure with the technical functioning of the Network, N5’s Service Fee is fully non-refundable.
  2. The Client may request a refund where it considers:
    1. the Services were not properly performed in accordance with the requirements agreed in writing between the Contractor and the Client; or
    2. the Deliverables are faulty or defective.
  3. The following process applies where a Client requests a refund:
    1. The Client must make the request in writing to N5, identifying the reasons why the refund is requested.
    2. If a Contractor agrees with the request, the Contractor must promptly:
      1. notify N5; and
      2. N5 will refund the Contractor’s Service Cost to the Client.
All refunds will be credited back to the Client’s original method of payment.
1. If the Contractor determines in its reasonable opinion that the Client is not entitled to a refund, the Contractor may refuse the request, giving reasons. If N5 is unable to resolve the issue, the Contractor and the Client will follow the process in clause 14 to resolve the dispute.
2. Nothing in this clause 5 is intended to limit or otherwise affect the operation of a Client’s rights which cannot be excluded under applicable law, including the Australian Consumer Law.
3. If N5 determines, in its absolute discretion, that a Contractor has failed to meet the acceptable standards for participation in the Network as a Contractor, including by providing faulty Deliverables or failing to cooperate to resolve a Client’s grievance, then N5 may terminate the Contractor’s Account without liability to the Contractor.
RESTRICTION ON BYPASSING
1. Until an Order Form is agreed between a Contractor and a Client, correspondence between Users must take place on the Network. Users must ensure that their Account does not display any of their personal contact information at any time such that it can be viewed by any other User. Users agree to not give their contact details to any other User.
2. Users agree that they must not, either directly or indirectly, solicit or attempt to solicit any business, work, income or other benefit, from any other User whom they came to know about, or with whom they provided Services to directly or indirectly, by using the Network. This provision will apply whether or not either of the Users is still active on the Network.
3. N5 may, in its absolute discretion, cancel an Account and suspend a User from using the Network if it finds or suspects that the User has breached this clause 5.
ReviewS OF OTHER USERS
1. Users may rate another User (Reviews) if and when they have completed a Services to or from that User (Experience).
2. Reviews of a User can be viewed by any User and will remain viewable until the relevant User’s Account is removed or terminated.
3. Users must provide true, fair and accurate information in their Review.
4. If N5 considers that a Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review. However, we do not undertake to review each Review made by a User.
5. To the maximum extent permitted by law, we are not responsible for the content of any Reviews.
6. Users are encouraged to be specific and factual in their Reviews. If a User has been offered an incentive by another User to write a Review, that incentive should be included in the Review.
USER OBLIGATIONS
As a User, you agree:
1. not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;
2. to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify N5 of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Network’s security;
3. to not use the Network for any purpose other than for the purpose of making arrangements to provide or receive Services, including:
  1. you must not use the Network in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job or a Flight which includes illegal Services, activities or purposes); and
  2. you must not use the Network in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by N5;
4. not to act in any way that may harm the reputation of N5 or associated or interested parties or do anything at all contrary to the interests of N5 or the Network;
5. you must not make any automated use of the Network and you must not copy, reproduce, translate, adapt, vary or modify the Network without the express written consent of N5;
6. that N5 may change any features of the Network or Services offered through the Network at any time without notice to you;
7. that information given to you through the Network, by N5 or another User including a Contractor, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
8. that N5 may cancel your account at any time, including if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 2
POSTED CONTENT
1. WARRANTIESBy creating an Account, agreeing to a Booking or otherwise posting any requests, questions, information, materials or other content on the Network (Posted Content), you represent and warrant that:
  1. you are authorised to provide the Posted Content (including by being authorised to perform any services that you represent you provide);
  2. the Posted Content is accurate and true at the time it is provided;
  3. any Posted Content which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
  4. the Posted Content is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
  5. the Posted Content is not “passing off” of any Good or service and does not constitute unfair competition;
  6. the Posted Content does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
  7. the Posted Content does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Network or any network or system; and
  8. the Posted Content does not breach or infringe any applicable laws.
2. LICENCE
  1. You grant to N5 a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Content in order for N5 to use, exploit or otherwise enjoy the benefit of such Posted Content.
  2. You indemnify N5 against all damages, losses, costs and expenses incurred by N5 arising out of any third party claim that your Posted Content infringes any third party’s Intellectual Property Rights.
3. REMOVAL
  1. N5 acts as a passive conduit for the online distribution of Posted Content and has no obligation to screen Posted Content in advance of it being posted. However, N5 may, in its absolute discretion, review and remove any Posted Content at any time without giving any explanation or justification for removing the Posted Content.
  2. You agree that you are responsible for keeping and maintaining records of Posted Content.
4. THIRD PARTY CONTENT
The Network may contain text, images, data and other content provided by a third party and displayed on the Network (Third Party Content). N5 accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.
SERVICE LIMITATIONS
The Network is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that N5 cannot and does not represent, warrant or guarantee that:
1. the Network will be free from errors or defects;
2. the Network will be accessible at all times;
3. messages sent through the Network will be delivered promptly, or delivered at all;
4. information you receive or supply through the Network will be secure or confidential; or
5. any information provided through the Network is accurate or true
PROTECTION OF INFORMATION

1.CONFIDENTIALITY
You agree that:
1. no information owned by N5, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties; and
2. all communications involving the details of other users on this Network and of the Contractor are confidential, and must be kept as such by you and must not be distributed nor disclosed to any third party.
2. PRIVACY
You agree to be bound by the clauses outlined in N5’s Privacy Policy, which can be accessed here https://n5.network/privacy-policy .
3. RECORDS AND AUDITS
To the extent permitted by law, N5 reserves the right to keep all records of any and all transactions and communications made through this Network between you and other Users (including conversations, user posts, job request bids, comments, feedback, cookies, and I.P. address information) for administration purposes and also holds the right to produce these records in the event of any legal dispute involving N5.
DISPUTES BETWEEN USERS
1. If any issue or problem relating to the Network remains unresolved after directing a complaint to a relevant User, or if the complaint does not relate to another User, you must report it to N5 via the Network or by contacting hello@noblefive.com. We will assess the complaint and attempt to quickly and satisfactorily resolve it.
2. N5 reserves the right to hold funds in relation to a dispute until the dispute is resolved, either by us, the relevant parties or by a mediator or arbitrator. We reserve the right to disperse funds held by us as we see fit, including by providing a Customer a refund.
3. Any costs you incur in relation to a complaint or dispute will be your responsibility.
4. N5 may appoint an independent mediator or arbitrator if needed. The cost of any mediator or arbitrator must be shared equally between each of the parties to the dispute.
5. If you have a dispute with N5, you agree to notify us first and enter into discussion, mediation or arbitration with us for a minimum of a 120-day period before pursuing any other proceedings.
DISCLAIMER
1. (Security) N5 does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Network. You should take your own precautions to ensure that the process you employ to access the Network does not expose you to the risk of viruses, malicious computer code or other forms of interference.
2. (Introduction service) N5 is a medium that facilitates the introduction of Clients and Contractors for the purposes of buying and selling Services. N5 simply collects a N5’s Service Fee in consideration for providing this introduction service and does not have any obligations or liabilities to, and is not a party to any contract between, Clients and Contractors in relation to such Services or otherwise resulting from the introduction.
3. (Limitation of liability) To the maximum extent permitted by applicable law, the maximum aggregate liability of N5 to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Network or any Services is the N5’s Service Fee paid to N5 for the relevant Services giving rise to the liability.
4. (Disclaimer) All express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded. Where any law (including the Competition and Consumer Act 2010 (Cth)) implies a condition, warranty or guarantee into this agreement which may not lawfully be excluded, then to the maximum extent permitted by applicable law, N5’s liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:
  1. in the case of Services, their replacement or the supply of equivalent Services or their repair; and
  2. in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.
5. (Indemnity) You agree to indemnify N5 and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from you or your representatives’:
  1. breach of any term of this agreement;
  2. use of the Network; or
  3. your provision or receipt of Services from another User.
(Consequential loss) To the maximum extent permitted by law, under no circumstances will N5 be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Network, this agreement or their subject matter, or any services provided by any Contractor (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)).
TERMINATION
1. N5 reserves the right to terminate a User’s access to any or all of the Network at any time without notice, for any reason.
2. In the event that a User’s Account, access or membership is terminated, access to the Network will be revoked.
3. Users may terminate their Account or membership on the Network at any time by using the Network’s functionality where such functionality is available. Where such functionality is not available, N5 will effect such termination within a reasonable time after receiving written notice from the User.
4. Notwithstanding termination or expiry of your Account or membership or this agreement, any provision which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.
NOTICES
1. Any notices required to be sent under this agreement must be sent via email using the party’s email addresses most regularly used in connection with this agreement, and the email’s subject heading must refer to this agreement.
2. The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.
GENERAL1. GOVERNING LAW AND JURISDICTION
This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
2. WAIVER
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
3. SEVERANCE
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
4. JOINT AND SEVERAL LIABILITY
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
5. INTERPRETATION
1.(singular and plural) words in the singular includes the plural (and vice versa);
2.(gender) words indicating a gender includes the corresponding words of any other gender;
3.(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
4.(person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
5.(party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
6.(this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
7.(document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
8.(headings) headings and words in bold type are for convenience only and do not affect interpretation;
9.(includes) the word “includes” and similar words in any form is not a word of limitation; and
10.(adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.
DEFINITIONS

In this agreement, the following words and phrases have the following meaning:

Term	Meaning
Account	means a User’s unique profile on the Network.
Booking	has the meaning given in clause 2.1(e).
Client	means a User that registers an Account for the purpose of accessing Contractors to conduct Services.
Deliverables	has the meaning given in clause 5(a).
Services	means the Services performed by a Contractor under an Order Form.
Contractor’s Service Cost	means the amount nominated by the Contractor as the amount payable to the Contractor for the Services.
Intellectual Property Rights	means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.
Contractor	a User that registers an Account for the purpose of performing Services.
N5	Noble Five Pty Ltd ACN 617 693 099.
Network	means the marketplace having the URL https://n5.network, and any other websites or applications owned or operated by N5 with the same domain name and a different extension or otherwise for the same or similar purposes as this Network.
Quoted Amount	the amount displayed at the point of a reservation being made between a Client and Contractor, inclusive of the Contractor’s Service Cost and the N5’s Service Fee.
N5’s Service Fee	the percentage of the Contractor’s Service Cost that will be payable, on top of the Contractor’s Service Cost, to N5. The applicable percentage is as displayed on our website at the time of agreeing to a Booking.
Start Date & Time	the date agreed between a Contractor and a Client for the start of a Flight.
Users	any person that uses the Network in any capacity, including Contractors and Clients.

NOBLE FIVE NETWORK AGREEMENT

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NOBLE FIVE

NETWORK AGREEMENT

Welcome to Noble Five, or N5. We are an online network which links digital media, marketing and data experts with clients for long and short-term roles (Network).

TERMS AND CONDITIONS

ACCOUNT REGISTRATION
1. You must not access the Network if you are under the age of 18 years old and do not have your parent or guardian’s consent, or if you have previously been suspended or prohibited from using the Network.
2. All Users are required to sign-up, register and receive an account through the Network (an Account).
3. By registering for an Account, you agree to be bound by this agreement which forms a binding contractual agreement between you, the User, and N5.
4. As part of the Account registration process and as part of your continued use of the Network, you are required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, bank account information, and other information as determined by N5 from time to time.
5. You warrant that any information you give to N5 in the course of completing the Account registration process will always be accurate, honest, correct and up-to-date. This includes any information provided by Contractors in relation to their qualifications, skills and experience relating to Services. You indemnify N5 for any claims arising out of false, incomplete or misleading information.
6. Once you complete the Account registration process, N5 may, in its absolute discretion, choose to accept you as a registered user within the Network and provide you with an Account.
SERVICES
1. BOOKING SERVICES
  1. A Client may submit a request through the Network to book a Contractor to perform a required scope of Services.
  2. A request must include sufficient details to allow N5 to understand the nature of the required Services. N5 may request additional information.
  3. N5 will consider the Services required and source an appropriate Contractor from the Network. N5 will facilitate, by exchange of emails through N5, an agreement on the:
    1. scope of Services;
    2. applicable fees payable by the Client to the Contractor;
    3. applicable fees payable by the Client and the Contractor to N5 respectively;
    4. any special conditions that apply to the Services, in the format set out in Schedule 1 (Order Form).
    5. If an Order Form includes any special conditions, those special conditions will take precedence over these terms to the extent of any inconsistency.
    6. Once both parties have agreed by exchange of emails to an Order Form, the Booking for the Services is agreed and can only be amended in accordance with the terms of this agreement (Booking).
2. PERFORMING SERVICES
  A Contractor who agrees to a Booking with a Client must:
  1. ensure that performance of the Services occurs at the scheduled Start Date & Time;
  2. perform the Services with due care and skill; and
  3. keep the Client informed of any issues that may limit the Contractor’s ability to perform the Services.
    Once a Booking is made, a User may only reschedule or cancel a Services in accordance with clause 7.1
RESTRAINT & RECRUITMENT
1. 1. Subject to this clause 3, the Client must not, and must not attempt to, recruit, employ, solicit or otherwise engage with any Contractors they come into contact with through the Network, other than through the Order Form process.
  2. If the Client wishes to recruit a Contractor for engagement outside of the Network, the Client must notify N5.
  3. N5 will consider the request, and in its discretion:
    1. accept the request, subject to agreement to an Order Form; or
    2. reject the request, giving reasons.
  4. If N5 approves a recruitment request, the Client may only proceed on the terms agreed under the applicable Order Form including payment of the applicable recruitment fee to N5.
  5. If N5 rejects a recruitment request, the Client must not proceed with the recruitment and clause 3(a) will continue to apply to the Client and the relevant Contractor.
VERIFICATION OF OTHER USERS
All Users acknowledge and agree that:
1. 1. N5 is not the performer of the Services under an Order Form; and
  2. N5 undertakes limited verification processes, to the extent possible and practicable, to determine the certification and/or licensing of any Contractor who uses the Network.
Users must take their own steps to verify the identity of other Users who they interact with on the Network.
PROVISION OF DATA
1. An Order Form may state that the Services include the Contractor preparing reports, graphs, briefs, presentations, designs and other deliverables for the Client (Deliverables).
2. The Client is responsible for ensuring that it notifies the Contractor, prior to the Services, of any changes to the Deliverables requirements.
3. Once the Services has commenced, the Contractor is not required to accept any changes to the Deliverables requirements.
4. Ownership of the Deliverables, including all Intellectual Property Rights arising in the Deliverables, will immediately vest in the Client upon its creation.
5. The Client grants the Contractor and N5 an irrevocable, perpetual, non-exclusive, worldwide licence to use, adapt, modify and distribute (including the right to sublicense) all Deliverables for their respective purposes.
SERVICES COSTS & N5 FEES
1. Viewing the Network and creating and maintaining an Account is free.
2. All Users acknowledge and agree that:
3. the amounts payable for Services performed through the Network will be as agreed in the relevant Order Form;
4. the relevant Order Form is incorporated into and forms and enforceable part of this agreement once a Booking is agreed;
5. N5 will charge the N5 Services Fee on top of the Contractor’s Services Fee in exchange for the facilitation services provided by N5 under this agreement.
6. The Contractor may submit an invoice to N5 for the Contractor’s Services Fee upon completion of the Services under the relevant Order Form.
7. The Client will have 5 Business Days to dispute an invoice, before the invoice becomes due and payable in accordance with the timeframe stipulated on the invoice.
8. If the Client disputes an invoice, it must provided detailed reasons in writing to N5. N5 will investigate and mediate any invoice disputes, which will be resolved in accordance with clause 14.
CHANGES TO YOUR SERVICES
1. CANCELLATION PRIOR TO SERVICES
  1. Either party may cancel an Order Form by providing more than 48 hours’ written notice is provided in writing to the other party. Any amounts paid will be fully refunded.
  2. If a Client cancels an Order Form with less than 48 hours’ written notice:
    1. N5’s Service Fee will be non-refundable; and
    2. 50% of the Contractor’s Service Cost will be refunded to the Client.
  3. If a Contractor cancels a Services with less than 48 hours’ written notice, all amounts paid will be fully refunded to the Client.
2. REFUND AFTER SERVICESS
  1. Unless there is a major failure with the technical functioning of the Network, N5’s Service Fee is fully non-refundable.
  2. The Client may request a refund where it considers:
    1. the Services were not properly performed in accordance with the requirements agreed in writing between the Contractor and the Client; or
    2. the Deliverables are faulty or defective.
  3. The following process applies where a Client requests a refund:
    1. The Client must make the request in writing to N5, identifying the reasons why the refund is requested.
    2. If a Contractor agrees with the request, the Contractor must promptly:
      1. notify N5; and
      2. N5 will refund the Contractor’s Service Cost to the Client.
All refunds will be credited back to the Client’s original method of payment.
1. If the Contractor determines in its reasonable opinion that the Client is not entitled to a refund, the Contractor may refuse the request, giving reasons. If N5 is unable to resolve the issue, the Contractor and the Client will follow the process in clause 14 to resolve the dispute.
2. Nothing in this clause 5 is intended to limit or otherwise affect the operation of a Client’s rights which cannot be excluded under applicable law, including the Australian Consumer Law.
3. If N5 determines, in its absolute discretion, that a Contractor has failed to meet the acceptable standards for participation in the Network as a Contractor, including by providing faulty Deliverables or failing to cooperate to resolve a Client’s grievance, then N5 may terminate the Contractor’s Account without liability to the Contractor.
RESTRICTION ON BYPASSING
1. Until an Order Form is agreed between a Contractor and a Client, correspondence between Users must take place on the Network. Users must ensure that their Account does not display any of their personal contact information at any time such that it can be viewed by any other User. Users agree to not give their contact details to any other User.
2. Users agree that they must not, either directly or indirectly, solicit or attempt to solicit any business, work, income or other benefit, from any other User whom they came to know about, or with whom they provided Services to directly or indirectly, by using the Network. This provision will apply whether or not either of the Users is still active on the Network.
3. N5 may, in its absolute discretion, cancel an Account and suspend a User from using the Network if it finds or suspects that the User has breached this clause 5.
ReviewS OF OTHER USERS
1. Users may rate another User (Reviews) if and when they have completed a Services to or from that User (Experience).
2. Reviews of a User can be viewed by any User and will remain viewable until the relevant User’s Account is removed or terminated.
3. Users must provide true, fair and accurate information in their Review.
4. If N5 considers that a Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review. However, we do not undertake to review each Review made by a User.
5. To the maximum extent permitted by law, we are not responsible for the content of any Reviews.
6. Users are encouraged to be specific and factual in their Reviews. If a User has been offered an incentive by another User to write a Review, that incentive should be included in the Review.
USER OBLIGATIONS
As a User, you agree:
1. not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;
2. to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify N5 of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Network’s security;
3. to not use the Network for any purpose other than for the purpose of making arrangements to provide or receive Services, including:
  1. you must not use the Network in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job or a Flight which includes illegal Services, activities or purposes); and
  2. you must not use the Network in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by N5;
4. not to act in any way that may harm the reputation of N5 or associated or interested parties or do anything at all contrary to the interests of N5 or the Network;
5. you must not make any automated use of the Network and you must not copy, reproduce, translate, adapt, vary or modify the Network without the express written consent of N5;
6. that N5 may change any features of the Network or Services offered through the Network at any time without notice to you;
7. that information given to you through the Network, by N5 or another User including a Contractor, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
8. that N5 may cancel your account at any time, including if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 2
POSTED CONTENT
1. WARRANTIESBy creating an Account, agreeing to a Booking or otherwise posting any requests, questions, information, materials or other content on the Network (Posted Content), you represent and warrant that:
  1. you are authorised to provide the Posted Content (including by being authorised to perform any services that you represent you provide);
  2. the Posted Content is accurate and true at the time it is provided;
  3. any Posted Content which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
  4. the Posted Content is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
  5. the Posted Content is not “passing off” of any Good or service and does not constitute unfair competition;
  6. the Posted Content does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
  7. the Posted Content does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Network or any network or system; and
  8. the Posted Content does not breach or infringe any applicable laws.
2. LICENCE
  1. You grant to N5 a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Content in order for N5 to use, exploit or otherwise enjoy the benefit of such Posted Content.
  2. You indemnify N5 against all damages, losses, costs and expenses incurred by N5 arising out of any third party claim that your Posted Content infringes any third party’s Intellectual Property Rights.
3. REMOVAL
  1. N5 acts as a passive conduit for the online distribution of Posted Content and has no obligation to screen Posted Content in advance of it being posted. However, N5 may, in its absolute discretion, review and remove any Posted Content at any time without giving any explanation or justification for removing the Posted Content.
  2. You agree that you are responsible for keeping and maintaining records of Posted Content.
4. THIRD PARTY CONTENT
The Network may contain text, images, data and other content provided by a third party and displayed on the Network (Third Party Content). N5 accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.
SERVICE LIMITATIONS
The Network is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that N5 cannot and does not represent, warrant or guarantee that:
1. the Network will be free from errors or defects;
2. the Network will be accessible at all times;
3. messages sent through the Network will be delivered promptly, or delivered at all;
4. information you receive or supply through the Network will be secure or confidential; or
5. any information provided through the Network is accurate or true
PROTECTION OF INFORMATION

1.CONFIDENTIALITY
You agree that:
1. no information owned by N5, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties; and
2. all communications involving the details of other users on this Network and of the Contractor are confidential, and must be kept as such by you and must not be distributed nor disclosed to any third party.
2. PRIVACY
You agree to be bound by the clauses outlined in N5’s Privacy Policy, which can be accessed here https://n5.network/privacy-policy .
3. RECORDS AND AUDITS
To the extent permitted by law, N5 reserves the right to keep all records of any and all transactions and communications made through this Network between you and other Users (including conversations, user posts, job request bids, comments, feedback, cookies, and I.P. address information) for administration purposes and also holds the right to produce these records in the event of any legal dispute involving N5.
DISPUTES BETWEEN USERS
1. If any issue or problem relating to the Network remains unresolved after directing a complaint to a relevant User, or if the complaint does not relate to another User, you must report it to N5 via the Network or by contacting hello@noblefive.com. We will assess the complaint and attempt to quickly and satisfactorily resolve it.
2. N5 reserves the right to hold funds in relation to a dispute until the dispute is resolved, either by us, the relevant parties or by a mediator or arbitrator. We reserve the right to disperse funds held by us as we see fit, including by providing a Customer a refund.
3. Any costs you incur in relation to a complaint or dispute will be your responsibility.
4. N5 may appoint an independent mediator or arbitrator if needed. The cost of any mediator or arbitrator must be shared equally between each of the parties to the dispute.
5. If you have a dispute with N5, you agree to notify us first and enter into discussion, mediation or arbitration with us for a minimum of a 120-day period before pursuing any other proceedings.
DISCLAIMER
1. (Security) N5 does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Network. You should take your own precautions to ensure that the process you employ to access the Network does not expose you to the risk of viruses, malicious computer code or other forms of interference.
2. (Introduction service) N5 is a medium that facilitates the introduction of Clients and Contractors for the purposes of buying and selling Services. N5 simply collects a N5’s Service Fee in consideration for providing this introduction service and does not have any obligations or liabilities to, and is not a party to any contract between, Clients and Contractors in relation to such Services or otherwise resulting from the introduction.
3. (Limitation of liability) To the maximum extent permitted by applicable law, the maximum aggregate liability of N5 to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Network or any Services is the N5’s Service Fee paid to N5 for the relevant Services giving rise to the liability.
4. (Disclaimer) All express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded. Where any law (including the Competition and Consumer Act 2010 (Cth)) implies a condition, warranty or guarantee into this agreement which may not lawfully be excluded, then to the maximum extent permitted by applicable law, N5’s liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:
  1. in the case of Services, their replacement or the supply of equivalent Services or their repair; and
  2. in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.
5. (Indemnity) You agree to indemnify N5 and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from you or your representatives’:
  1. breach of any term of this agreement;
  2. use of the Network; or
  3. your provision or receipt of Services from another User.
(Consequential loss) To the maximum extent permitted by law, under no circumstances will N5 be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Network, this agreement or their subject matter, or any services provided by any Contractor (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)).
TERMINATION
1. N5 reserves the right to terminate a User’s access to any or all of the Network at any time without notice, for any reason.
2. In the event that a User’s Account, access or membership is terminated, access to the Network will be revoked.
3. Users may terminate their Account or membership on the Network at any time by using the Network’s functionality where such functionality is available. Where such functionality is not available, N5 will effect such termination within a reasonable time after receiving written notice from the User.
4. Notwithstanding termination or expiry of your Account or membership or this agreement, any provision which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.
NOTICES
1. Any notices required to be sent under this agreement must be sent via email using the party’s email addresses most regularly used in connection with this agreement, and the email’s subject heading must refer to this agreement.
2. The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.
GENERAL1. GOVERNING LAW AND JURISDICTION
This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
2. WAIVER
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
3. SEVERANCE
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
4. JOINT AND SEVERAL LIABILITY
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
5. INTERPRETATION
1.(singular and plural) words in the singular includes the plural (and vice versa);
2.(gender) words indicating a gender includes the corresponding words of any other gender;
3.(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
4.(person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
5.(party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
6.(this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
7.(document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
8.(headings) headings and words in bold type are for convenience only and do not affect interpretation;
9.(includes) the word “includes” and similar words in any form is not a word of limitation; and
10.(adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.
DEFINITIONS

In this agreement, the following words and phrases have the following meaning:

Term	Meaning
Account	means a User’s unique profile on the Network.
Booking	has the meaning given in clause 2.1(e).
Client	means a User that registers an Account for the purpose of accessing Contractors to conduct Services.
Deliverables	has the meaning given in clause 5(a).
Services	means the Services performed by a Contractor under an Order Form.
Contractor’s Service Cost	means the amount nominated by the Contractor as the amount payable to the Contractor for the Services.
Intellectual Property Rights	means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.
Contractor	a User that registers an Account for the purpose of performing Services.
N5	Noble Five Pty Ltd ACN 617 693 099.
Network	means the marketplace having the URL https://n5.network, and any other websites or applications owned or operated by N5 with the same domain name and a different extension or otherwise for the same or similar purposes as this Network.
Quoted Amount	the amount displayed at the point of a reservation being made between a Client and Contractor, inclusive of the Contractor’s Service Cost and the N5’s Service Fee.
N5’s Service Fee	the percentage of the Contractor’s Service Cost that will be payable, on top of the Contractor’s Service Cost, to N5. The applicable percentage is as displayed on our website at the time of agreeing to a Booking.
Start Date & Time	the date agreed between a Contractor and a Client for the start of a Flight.
Users	any person that uses the Network in any capacity, including Contractors and Clients.

NOBLE FIVE NETWORK AGREEMENT

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NOBLE FIVE

NETWORK AGREEMENT

Welcome to Noble Five, or N5. We are an online network which links digital media, marketing and data experts with clients for long and short-term roles (Network).

TERMS AND CONDITIONS

ACCOUNT REGISTRATION
1. You must not access the Network if you are under the age of 18 years old and do not have your parent or guardian’s consent, or if you have previously been suspended or prohibited from using the Network.
2. All Users are required to sign-up, register and receive an account through the Network (an Account).
3. By registering for an Account, you agree to be bound by this agreement which forms a binding contractual agreement between you, the User, and N5.
4. As part of the Account registration process and as part of your continued use of the Network, you are required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, bank account information, and other information as determined by N5 from time to time.
5. You warrant that any information you give to N5 in the course of completing the Account registration process will always be accurate, honest, correct and up-to-date. This includes any information provided by Contractors in relation to their qualifications, skills and experience relating to Services. You indemnify N5 for any claims arising out of false, incomplete or misleading information.
6. Once you complete the Account registration process, N5 may, in its absolute discretion, choose to accept you as a registered user within the Network and provide you with an Account.
SERVICES
1. BOOKING SERVICES
  1. A Client may submit a request through the Network to book a Contractor to perform a required scope of Services.
  2. A request must include sufficient details to allow N5 to understand the nature of the required Services. N5 may request additional information.
  3. N5 will consider the Services required and source an appropriate Contractor from the Network. N5 will facilitate, by exchange of emails through N5, an agreement on the:
    1. scope of Services;
    2. applicable fees payable by the Client to the Contractor;
    3. applicable fees payable by the Client and the Contractor to N5 respectively;
    4. any special conditions that apply to the Services, in the format set out in Schedule 1 (Order Form).
    5. If an Order Form includes any special conditions, those special conditions will take precedence over these terms to the extent of any inconsistency.
    6. Once both parties have agreed by exchange of emails to an Order Form, the Booking for the Services is agreed and can only be amended in accordance with the terms of this agreement (Booking).
2. PERFORMING SERVICES
  A Contractor who agrees to a Booking with a Client must:
  1. ensure that performance of the Services occurs at the scheduled Start Date & Time;
  2. perform the Services with due care and skill; and
  3. keep the Client informed of any issues that may limit the Contractor’s ability to perform the Services.
    Once a Booking is made, a User may only reschedule or cancel a Services in accordance with clause 7.1
RESTRAINT & RECRUITMENT
1. 1. Subject to this clause 3, the Client must not, and must not attempt to, recruit, employ, solicit or otherwise engage with any Contractors they come into contact with through the Network, other than through the Order Form process.
  2. If the Client wishes to recruit a Contractor for engagement outside of the Network, the Client must notify N5.
  3. N5 will consider the request, and in its discretion:
    1. accept the request, subject to agreement to an Order Form; or
    2. reject the request, giving reasons.
  4. If N5 approves a recruitment request, the Client may only proceed on the terms agreed under the applicable Order Form including payment of the applicable recruitment fee to N5.
  5. If N5 rejects a recruitment request, the Client must not proceed with the recruitment and clause 3(a) will continue to apply to the Client and the relevant Contractor.
VERIFICATION OF OTHER USERS
All Users acknowledge and agree that:
1. 1. N5 is not the performer of the Services under an Order Form; and
  2. N5 undertakes limited verification processes, to the extent possible and practicable, to determine the certification and/or licensing of any Contractor who uses the Network.
Users must take their own steps to verify the identity of other Users who they interact with on the Network.
PROVISION OF DATA
1. An Order Form may state that the Services include the Contractor preparing reports, graphs, briefs, presentations, designs and other deliverables for the Client (Deliverables).
2. The Client is responsible for ensuring that it notifies the Contractor, prior to the Services, of any changes to the Deliverables requirements.
3. Once the Services has commenced, the Contractor is not required to accept any changes to the Deliverables requirements.
4. Ownership of the Deliverables, including all Intellectual Property Rights arising in the Deliverables, will immediately vest in the Client upon its creation.
5. The Client grants the Contractor and N5 an irrevocable, perpetual, non-exclusive, worldwide licence to use, adapt, modify and distribute (including the right to sublicense) all Deliverables for their respective purposes.
SERVICES COSTS & N5 FEES
1. Viewing the Network and creating and maintaining an Account is free.
2. All Users acknowledge and agree that:
3. the amounts payable for Services performed through the Network will be as agreed in the relevant Order Form;
4. the relevant Order Form is incorporated into and forms and enforceable part of this agreement once a Booking is agreed;
5. N5 will charge the N5 Services Fee on top of the Contractor’s Services Fee in exchange for the facilitation services provided by N5 under this agreement.
6. The Contractor may submit an invoice to N5 for the Contractor’s Services Fee upon completion of the Services under the relevant Order Form.
7. The Client will have 5 Business Days to dispute an invoice, before the invoice becomes due and payable in accordance with the timeframe stipulated on the invoice.
8. If the Client disputes an invoice, it must provided detailed reasons in writing to N5. N5 will investigate and mediate any invoice disputes, which will be resolved in accordance with clause 14.
CHANGES TO YOUR SERVICES
1. CANCELLATION PRIOR TO SERVICES
  1. Either party may cancel an Order Form by providing more than 48 hours’ written notice is provided in writing to the other party. Any amounts paid will be fully refunded.
  2. If a Client cancels an Order Form with less than 48 hours’ written notice:
    1. N5’s Service Fee will be non-refundable; and
    2. 50% of the Contractor’s Service Cost will be refunded to the Client.
  3. If a Contractor cancels a Services with less than 48 hours’ written notice, all amounts paid will be fully refunded to the Client.
2. REFUND AFTER SERVICESS
  1. Unless there is a major failure with the technical functioning of the Network, N5’s Service Fee is fully non-refundable.
  2. The Client may request a refund where it considers:
    1. the Services were not properly performed in accordance with the requirements agreed in writing between the Contractor and the Client; or
    2. the Deliverables are faulty or defective.
  3. The following process applies where a Client requests a refund:
    1. The Client must make the request in writing to N5, identifying the reasons why the refund is requested.
    2. If a Contractor agrees with the request, the Contractor must promptly:
      1. notify N5; and
      2. N5 will refund the Contractor’s Service Cost to the Client.
All refunds will be credited back to the Client’s original method of payment.
1. If the Contractor determines in its reasonable opinion that the Client is not entitled to a refund, the Contractor may refuse the request, giving reasons. If N5 is unable to resolve the issue, the Contractor and the Client will follow the process in clause 14 to resolve the dispute.
2. Nothing in this clause 5 is intended to limit or otherwise affect the operation of a Client’s rights which cannot be excluded under applicable law, including the Australian Consumer Law.
3. If N5 determines, in its absolute discretion, that a Contractor has failed to meet the acceptable standards for participation in the Network as a Contractor, including by providing faulty Deliverables or failing to cooperate to resolve a Client’s grievance, then N5 may terminate the Contractor’s Account without liability to the Contractor.
RESTRICTION ON BYPASSING
1. Until an Order Form is agreed between a Contractor and a Client, correspondence between Users must take place on the Network. Users must ensure that their Account does not display any of their personal contact information at any time such that it can be viewed by any other User. Users agree to not give their contact details to any other User.
2. Users agree that they must not, either directly or indirectly, solicit or attempt to solicit any business, work, income or other benefit, from any other User whom they came to know about, or with whom they provided Services to directly or indirectly, by using the Network. This provision will apply whether or not either of the Users is still active on the Network.
3. N5 may, in its absolute discretion, cancel an Account and suspend a User from using the Network if it finds or suspects that the User has breached this clause 5.
ReviewS OF OTHER USERS
1. Users may rate another User (Reviews) if and when they have completed a Services to or from that User (Experience).
2. Reviews of a User can be viewed by any User and will remain viewable until the relevant User’s Account is removed or terminated.
3. Users must provide true, fair and accurate information in their Review.
4. If N5 considers that a Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review. However, we do not undertake to review each Review made by a User.
5. To the maximum extent permitted by law, we are not responsible for the content of any Reviews.
6. Users are encouraged to be specific and factual in their Reviews. If a User has been offered an incentive by another User to write a Review, that incentive should be included in the Review.
USER OBLIGATIONS
As a User, you agree:
1. not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;
2. to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify N5 of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Network’s security;
3. to not use the Network for any purpose other than for the purpose of making arrangements to provide or receive Services, including:
  1. you must not use the Network in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job or a Flight which includes illegal Services, activities or purposes); and
  2. you must not use the Network in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by N5;
4. not to act in any way that may harm the reputation of N5 or associated or interested parties or do anything at all contrary to the interests of N5 or the Network;
5. you must not make any automated use of the Network and you must not copy, reproduce, translate, adapt, vary or modify the Network without the express written consent of N5;
6. that N5 may change any features of the Network or Services offered through the Network at any time without notice to you;
7. that information given to you through the Network, by N5 or another User including a Contractor, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
8. that N5 may cancel your account at any time, including if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 2
POSTED CONTENT
1. WARRANTIESBy creating an Account, agreeing to a Booking or otherwise posting any requests, questions, information, materials or other content on the Network (Posted Content), you represent and warrant that:
  1. you are authorised to provide the Posted Content (including by being authorised to perform any services that you represent you provide);
  2. the Posted Content is accurate and true at the time it is provided;
  3. any Posted Content which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
  4. the Posted Content is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
  5. the Posted Content is not “passing off” of any Good or service and does not constitute unfair competition;
  6. the Posted Content does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
  7. the Posted Content does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Network or any network or system; and
  8. the Posted Content does not breach or infringe any applicable laws.
2. LICENCE
  1. You grant to N5 a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Content in order for N5 to use, exploit or otherwise enjoy the benefit of such Posted Content.
  2. You indemnify N5 against all damages, losses, costs and expenses incurred by N5 arising out of any third party claim that your Posted Content infringes any third party’s Intellectual Property Rights.
3. REMOVAL
  1. N5 acts as a passive conduit for the online distribution of Posted Content and has no obligation to screen Posted Content in advance of it being posted. However, N5 may, in its absolute discretion, review and remove any Posted Content at any time without giving any explanation or justification for removing the Posted Content.
  2. You agree that you are responsible for keeping and maintaining records of Posted Content.
4. THIRD PARTY CONTENT
The Network may contain text, images, data and other content provided by a third party and displayed on the Network (Third Party Content). N5 accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.
SERVICE LIMITATIONS
The Network is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that N5 cannot and does not represent, warrant or guarantee that:
1. the Network will be free from errors or defects;
2. the Network will be accessible at all times;
3. messages sent through the Network will be delivered promptly, or delivered at all;
4. information you receive or supply through the Network will be secure or confidential; or
5. any information provided through the Network is accurate or true
PROTECTION OF INFORMATION

1.CONFIDENTIALITY
You agree that:
1. no information owned by N5, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties; and
2. all communications involving the details of other users on this Network and of the Contractor are confidential, and must be kept as such by you and must not be distributed nor disclosed to any third party.
2. PRIVACY
You agree to be bound by the clauses outlined in N5’s Privacy Policy, which can be accessed here https://n5.network/privacy-policy .
3. RECORDS AND AUDITS
To the extent permitted by law, N5 reserves the right to keep all records of any and all transactions and communications made through this Network between you and other Users (including conversations, user posts, job request bids, comments, feedback, cookies, and I.P. address information) for administration purposes and also holds the right to produce these records in the event of any legal dispute involving N5.
DISPUTES BETWEEN USERS
1. If any issue or problem relating to the Network remains unresolved after directing a complaint to a relevant User, or if the complaint does not relate to another User, you must report it to N5 via the Network or by contacting hello@noblefive.com. We will assess the complaint and attempt to quickly and satisfactorily resolve it.
2. N5 reserves the right to hold funds in relation to a dispute until the dispute is resolved, either by us, the relevant parties or by a mediator or arbitrator. We reserve the right to disperse funds held by us as we see fit, including by providing a Customer a refund.
3. Any costs you incur in relation to a complaint or dispute will be your responsibility.
4. N5 may appoint an independent mediator or arbitrator if needed. The cost of any mediator or arbitrator must be shared equally between each of the parties to the dispute.
5. If you have a dispute with N5, you agree to notify us first and enter into discussion, mediation or arbitration with us for a minimum of a 120-day period before pursuing any other proceedings.
DISCLAIMER
1. (Security) N5 does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Network. You should take your own precautions to ensure that the process you employ to access the Network does not expose you to the risk of viruses, malicious computer code or other forms of interference.
2. (Introduction service) N5 is a medium that facilitates the introduction of Clients and Contractors for the purposes of buying and selling Services. N5 simply collects a N5’s Service Fee in consideration for providing this introduction service and does not have any obligations or liabilities to, and is not a party to any contract between, Clients and Contractors in relation to such Services or otherwise resulting from the introduction.
3. (Limitation of liability) To the maximum extent permitted by applicable law, the maximum aggregate liability of N5 to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Network or any Services is the N5’s Service Fee paid to N5 for the relevant Services giving rise to the liability.
4. (Disclaimer) All express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded. Where any law (including the Competition and Consumer Act 2010 (Cth)) implies a condition, warranty or guarantee into this agreement which may not lawfully be excluded, then to the maximum extent permitted by applicable law, N5’s liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:
  1. in the case of Services, their replacement or the supply of equivalent Services or their repair; and
  2. in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.
5. (Indemnity) You agree to indemnify N5 and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from you or your representatives’:
  1. breach of any term of this agreement;
  2. use of the Network; or
  3. your provision or receipt of Services from another User.
(Consequential loss) To the maximum extent permitted by law, under no circumstances will N5 be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Network, this agreement or their subject matter, or any services provided by any Contractor (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)).
TERMINATION
1. N5 reserves the right to terminate a User’s access to any or all of the Network at any time without notice, for any reason.
2. In the event that a User’s Account, access or membership is terminated, access to the Network will be revoked.
3. Users may terminate their Account or membership on the Network at any time by using the Network’s functionality where such functionality is available. Where such functionality is not available, N5 will effect such termination within a reasonable time after receiving written notice from the User.
4. Notwithstanding termination or expiry of your Account or membership or this agreement, any provision which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.
NOTICES
1. Any notices required to be sent under this agreement must be sent via email using the party’s email addresses most regularly used in connection with this agreement, and the email’s subject heading must refer to this agreement.
2. The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.
GENERAL1. GOVERNING LAW AND JURISDICTION
This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
2. WAIVER
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
3. SEVERANCE
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
4. JOINT AND SEVERAL LIABILITY
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
5. INTERPRETATION
1.(singular and plural) words in the singular includes the plural (and vice versa);
2.(gender) words indicating a gender includes the corresponding words of any other gender;
3.(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
4.(person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
5.(party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
6.(this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
7.(document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
8.(headings) headings and words in bold type are for convenience only and do not affect interpretation;
9.(includes) the word “includes” and similar words in any form is not a word of limitation; and
10.(adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.
DEFINITIONS

In this agreement, the following words and phrases have the following meaning:

Term	Meaning
Account	means a User’s unique profile on the Network.
Booking	has the meaning given in clause 2.1(e).
Client	means a User that registers an Account for the purpose of accessing Contractors to conduct Services.
Deliverables	has the meaning given in clause 5(a).
Services	means the Services performed by a Contractor under an Order Form.
Contractor’s Service Cost	means the amount nominated by the Contractor as the amount payable to the Contractor for the Services.
Intellectual Property Rights	means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.
Contractor	a User that registers an Account for the purpose of performing Services.
N5	Noble Five Pty Ltd ACN 617 693 099.
Network	means the marketplace having the URL https://n5.network, and any other websites or applications owned or operated by N5 with the same domain name and a different extension or otherwise for the same or similar purposes as this Network.
Quoted Amount	the amount displayed at the point of a reservation being made between a Client and Contractor, inclusive of the Contractor’s Service Cost and the N5’s Service Fee.
N5’s Service Fee	the percentage of the Contractor’s Service Cost that will be payable, on top of the Contractor’s Service Cost, to N5. The applicable percentage is as displayed on our website at the time of agreeing to a Booking.
Start Date & Time	the date agreed between a Contractor and a Client for the start of a Flight.
Users	any person that uses the Network in any capacity, including Contractors and Clients.

NOBLE FIVE NETWORK AGREEMENT

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