Effective from [September 3rd, 2026]

USER TERMS OF ACCESS AND USE

The InstaDocs platform (InstaDocs) is operated by Ready Media Group Pty Ltd (ACN 658 074 161) and its related entities (RMG, us, we or our).

These terms and conditions (Terms) govern your (you, the Recipient) access to, and the use of, InstaDocs, and any services made available through InstaDocs (including the Data Room) (the Services).

By accessing, viewing or otherwise using InstaDocs and/or our Services, you agree to be bound by these Terms, together with our  Privacy Policy.

Access and availability

  1. You are being granted access to InstaDocs, and the use of our Services, to review certain information relating to the Subject Property which is contained in the Data Room.
  2. We may, in our absolute discretion:
    1. monitor, record, audit and log all access to the Data Room and use of the Services and may use such records in connection with compliance monitoring, legal proceedings or investigations;
    2. terminate, modify, discontinue, restrict or otherwise limit your access to InstaDocs and/or our Services at any time and without prior notice to you; and/or
    3. close the Data Room indefinitely and without notice to you.
  3. You acknowledge and agree that all information disclosed to you through InstaDocs in relation to the Subject Property, including any responses to requests for information and additional materials subsequently added or provided, and any other written or oral information made available to you during or in connection with the Subject Property has been made available to you subject to your ongoing compliance with:
    1. these Terms; and
    2. the terms and conditions of any confidentiality arrangements entered into between you (including in any capacity as an employee, officer, contractor, agent or advisor of any third party) and any Vendor Person.
  4. RMG makes no warranty or representation that InstaDocs (and your use of the Services and/or access to the Data Room) will be:
    1. uninterrupted or error free;
    2. available at all times;
    3. free from viruses, malware or other harmful code; or
    4. compatible with any particular software or device.

Confidentiality Obligations

  1. You acknowledge and agree that:
    1. all information supplied to you in connection with the Subject Property, including all Disclosed Information, is Confidential Information for the purposes of these Terms;
    2. you may use Confidential Information only for the Permitted Purpose and for no other purpose; and
    3. you must:
      1. keep confidential the Confidential Information and not disclose or cause or permit the disclosure of Confidential Information to any person, except as expressly permitted in these Terms;
      2. use Confidential Information solely for the Permitted Purpose and, in particular, not use any Confidential Information for your own commercial purposes or to the competitive disadvantage of any other party; and
      3. keep the Confidential Information secure and protected from loss and any use, disclosure or access that is inconsistent with these Terms.
  2. You may disclose Confidential Information only to your Representatives who:
    1. have a genuine need to know the Confidential Information for the Permitted Purpose;
    2. are informed of the confidential nature of the Confidential Information; and
    3. are bound by obligations of confidentiality substantially equivalent to those set out in these Terms.
  3. You must ensure that each of your Representatives comply at all times with these Terms. You are responsible and liable for any act or omission of a Representative that would constitute a breach of these Terms if committed by you.
  4. You must not reproduce, copy, print, photograph, screenshot, scan, record, download, extract or otherwise retain any Confidential Information except to the extent reasonably necessary for the Permitted Purpose.
  5. You must not, at any time and for any reason whatsoever, including (without limitation) in connection with the Permitted Purpose:
    1. use bots, scrapers, spiders, crawlers or automated tools in connection with InstaDocs, the Services and/or any Confidential Information;
    2. use artificial intelligence systems, machine learning models or large language models to analyse, process, ingest or train on Confidential Information;
    3. upload Confidential Information to any external AI platform; and/or
    4. reverse engineer, extract or systematically reproduce the contents of the Data Room.
  6. You must maintain effective control of the Confidential Information and implement reasonable administrative, technical and physical safeguards to protect it from unauthorised access, use, disclosure, copying, alteration, loss or destruction.
  7. You must immediately notify the Listing Agent (with a copy to us) upon becoming aware of:
    1. any actual or suspected unauthorised access to, use of or disclosure of Confidential Information;
    2. any actual or suspected breach of these Terms; or
    3. any circumstances that may reasonably give rise to a breach of these Terms.
  8. You must promptly take all reasonable steps requested by RMG or any Vendor Person to contain, investigate and remedy any breach or suspected breach of these Terms and to prevent its recurrence.

No Contact with Third Parties

You acknowledge and agree that:

  1. all enquiries that you (or your Representatives) wish to raise in relation to the Subject Property (including in respect of the terms of any of the Confidential Information) must be directed through the Listing Agent (only); and
  2. you must not directly or indirectly contact, approach or communicate (or attempt to do so) with:
    1. any Vendor Person (excluding the Listing Agent); and/or
    2. any tenant, licensee or other third party that maintains any right of occupancy in respect of the Subject Property.

Return and Destruction of Information

  1. Upon request by the Listing Agent (or any Vendor Person), or immediately upon ceasing to maintain a need to retain the Confidential Information, you must promptly:
    1. return or permanently destroy all Confidential Information in your possession, custody or control, including all copies, extracts and materials derived from it; and
    2. if requested, provide written confirmation that you and your Representatives have complied with this clause.
  2. You may retain Confidential Information only to the extent required by law, regulation or a bona fide internal compliance, audit or document retention policy, or where it is stored in routine electronic backups and is not reasonably capable of deletion, provided that any retained Confidential Information remains subject to these Terms and must not be accessed or used except as required by law or for the applicable compliance, audit or retention purpose.

Exclusions

  1. Your obligations with respect to confidentiality under these Terms do not apply to information that you can evidence:
    1. is lawfully in the public domain at the time of disclosure;
    2. subsequently enters the public domain other than through a breach of these Terms (or any other obligation of confidentiality) by you or any of your Representatives;
    3. was lawfully in your possession, free of any obligation of confidentiality, before disclosure in the Data Room;
    4. is lawfully obtained from a third party without restriction and without breach of an obligation of confidence; or
    5. is independently developed without use of or reference to the Confidential Information.
  2. If you or a Representative is required by law, court order, stock exchange rule or a regulatory authority to disclose Confidential Information, you must, to the extent legally permitted, promptly notify the Listing Agent before disclosure, consult regarding the form and timing of the disclosure and disclose only the minimum information legally required.

No Representation or Warranty

You acknowledge and agree that:

  1. the Confidential Information has been assembled solely for the convenience of prospective purchasers of the Subject Property;
  2. neither RMG or any Vendor Person:
    1. makes any representation or warranty, express or implied, as to the accuracy, completeness, currency or reliability of any Confidential Information, or that the Confidential Information is the totality of the information that may be relevant to your consideration as to whether to proceed with a transaction involving the Subject Property;
    2. undertakes to update, correct or supplement any Confidential Information or notify you of any change to the Confidential Information; or
    3. accepts any responsibility or liability arising from the use of, or reliance upon, any Confidential Information;
  3. you must make and rely upon your own independent investigations, enquiries, assessments and professional advice in relation to the Subject Property and any transaction involving the Subject Property, and you do not rely on any representation, guarantee or warranty (express or implied) by RMG or any Vendor Person; and
  4. nothing made available to you through InstaDocs (including any Services) constitutes an offer, recommendation or representation in respect of the Subject Property (or any transaction involving or related to the Subject Property).

Disclaimer:

You acknowledge and agree that:

  1. RMG accepts no liability for any interpretation, opinion or conclusion that you or any of your Representatives may form as a result of examining the Confidential Information;
  2. to the maximum extent permitted by law, RMG is not liable (whether on the basis of contract, tort (including negligence), under statute or otherwise), and you covenant not to make any claim or commence or pursue any proceedings against us or any our Representatives for any loss or damage you suffer, incur or are liable for as a result of using or relying on the Confidential Information or in respect of any other matter in connection with your use of InstaDocs and/or the Services;
  3. to the maximum extent permitted by law, you and your Representatives waive all rights and claims, whether arising in contract, tort (including negligence), under statute or otherwise, that you may otherwise have against RMG in relation to your use of InstaDocs, including any Confidential Information; and
  4. no party is liable for any indirect, consequential, special, exemplary or punitive loss.

Ownership and Intellectual Property

You acknowledge and agree that:

  1. the Confidential Information constitutes valuable and proprietary information of the Vendor Person(s) and all intellectual property rights in that Confidential Information (including copyright, design and patent rights) are the exclusive property of and will remain the exclusive property of the relevant Vendor Person(s); and
  2. nothing in these Terms:
    1. grants you or any Representative any right, title, licence or interest in the Confidential Information or any associated intellectual property or proprietary rights, except the limited right to use the Confidential Information for the Permitted Purpose in accordance with these Terms; and
    2. transfers any interest in any intellectual property rights.

Acknowledgements

  1. You acknowledge and agree that:
    1. any breach of these Terms could cause considerable commercial and financial detriment to the Vendor Person(s) and that monetary damages alone may not be an adequate remedy for a breach of these Terms; and
    2. in the event of a threatened, suspected or actual breach of these Terms, the Vendor Person(s) may seek an injunction, specific performance or other equitable relief.
  2. You indemnify and must keep indemnified RMG against all losses, liabilities, damages, costs and expenses (including legal costs on a full indemnity basis) arising from:
    1. any breach of these Terms by you or your Representatives;
    2. any unauthorised disclosure or misuse of Confidential Information;
    3. breach of applicable privacy, data protection or cybersecurity laws by you or your Representatives; and
    4. any claim brought by a third party arising from your access to, use of or reliance on the Confidential Information or the Services.
  3. RMG issues these terms on its own behalf and also as agent and trustee for each Vendor Person, each of whom may enforce its rights under these Terms.

General

  1. Your obligations under these Terms continue for a period of five (5) years from the date on which access to the Data Room is first granted.
  2. You acknowledge and agree that no party is obliged to disclose any information, continue discussions or negotiations, accept any proposal or proceed with any transaction involving the Subject Property, unless and until the parties have entered into definitive and binding transaction documents.
  3. A failure or delay by a party to exercise a right under these Terms does not operate as a waiver of that right. A waiver is effective only if in writing.
  4. If any provision of these Terms is invalid, illegal or unenforceable, it is to be read down to the minimum extent necessary to make it valid and enforceable. If that is not possible, the provision is severed without affecting the remaining provisions.
  5. These Terms constitute the entire understanding governing access to InstaDocs and use of the Services, except to the extent that a separate written confidentiality agreement between the relevant parties expressly provides otherwise. If there is an inconsistency, the separate written confidentiality agreement prevails to the extent of the inconsistency.
  6. These Terms are governed by the law of Victoria, Australia and each party irrevocably and unconditionally submits to the non exclusive jurisdiction of the courts of Victoria, Australia.

Definitions

In these Terms, the following definitions apply:

Confidential Information means all information, documents, records, data, reports, financial information, business information, property information, contracts, plans, studies, analyses, correspondence and other materials made available directly or indirectly through InstaDocs, together with all notes, memoranda, summaries, reports, analyses, compilations and other materials derived from or based on that information, whether in written, electronic, visual, oral or any other form, including any Disclosed Information.

Data Room means the data room containing information, documents and other content relating to the Subject Property, made available through InstaDocs.

Disclosed Information means all information and additional materials subsequently added or provided in the Data Room, and any other written or oral information made available to you during or in connection with the Subject Property.

Listing Agent means the real estate agent named as the listing agent in respect of the Subject Property.

Permitted Purpose means evaluating a potential transaction involving the Subject Property.

Representatives means all directors, officers, employees, agents, consultants, financiers and/or professional advisors of a party.

Subject Property means the property for which you have been granted access to Confidential Information.

Vendor means the owner of the Subject Property.

Vendor Person means each of the Vendor, the Listing Agent and their Representatives.