Partners Agreement

Introduction

This document constitutes a legally binding agreement between you (the “Partner” or “Provider,” collectively referred to as the “Participant(s)”) and us (“BuildTrust”). BuildTrust,  BuildTrust.com.au, We, Us, Myna and Myna Australia Pty Ltd will be used interchangeably throughout and they all refer to the legal entity Myna Australia Pty Ltd, ACN/ABN 54 657 002 796. You/Your imply any user you authorise, your business and anyone you provide access to visit and use BuildTrust.com.au

It outlines the expectations of our partnership, including how we’ll collaborate and other vital elements of our business relationship. Although, it is a formal contract, we have aimed to make it straightforward and easy to understand.

This agreement governs your involvement in our Software Partner Program (the”Program”) either as a Partner (Generally Accounting Firms) or as a Provider(Software Provider or White Label Service Recipient). You may only participate at one level—either as a Partner or a Provider—not both simultaneously. These terms are mandatory for participation, and by joining the Program, you agree to be bound by them.

• Affiliate: Refers to any entity that either controls, is controlled by, or is under common control with the specified entity. For this purpose, “control” means direct or indirect ownership of more than 50% of the voting rights or equity interests in the entity in question.
• Agreement: This refers to the BuildTrust Software Partner Program Agreement, along with all relevant documents, policies, or materials incorporated by reference.
• Confidential Information: Any data or information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is marked or identified as confidential, either verbally or in writing. Even if not explicitly labelled as such, confidential information includes all proprietary data regarding: (a) Clients, prospective Clients, and Client-related data; (b)business strategies, marketing plans, product designs, and technical specifications; (c) financials, D efforts, and opportunities; except for any information that (i) is already public without a breach, (ii) was independently developed by the Receiving Party, or (iii) was rightfully received from a third party.
• Cross Sell: A specific BuildTrust or Partner initiative allowing Partners or Providers to receive Revenue Share from sales involving a complementary BuildTrust or other Myna products or services to existing Clients.
• End User (Builder/Head Contractor or Subcontractor): The ultimate recipient or authorized user of BuildTrust services or products (e.g. Head Contractor / Builder).
• Net Revenue: The total monetary amounts paid by the End User or Participant to BuildTrust for subscription services, minus discounts, refunds, and applicable GST. This figure excludes fees for services beyond the standard subscription.
• Qualified Transaction: A transaction eligible for Revenue Share, based on the criteria established in the “Qualified Transactions” section of this Agreement.
• Revenue Share: The percentage of Net Revenue due to the Partner or Provider for facilitating a Qualified Transaction. The exact percentage will depend on various factors as outlined in this document as an annexure or communicated to you via email. The most recent communication via email will override all the previously communicated percentage share or annexures.
• Subscription Service: The BuildTrust online platform, software and services,accessed via designated URL (www.buildtrtust.com.au) that includes all software and related offerings, excluding other non-subscription products like White glove onboarding services.

• This Agreement does not grant exclusivity between you and BuildTrust. Both parties are free to engage with other partners or providers to promote or work with similarservices and products, including third-party offerings. You may only participate in our Program as either a Partner (Generally Accounting Firms) or as a Provider (Software Provider or White Label Service Recipient) at any given time, but not both concurrently. Your participation in one does not guarantee acceptance or eligibility in the other program. Each program requires fulfillment of distinct criteria.

a. Rights of Partners and Providers
Subject to the terms set out in this Agreement, we grant you a limited, non-transferable, non-exclusive license to:

• Promote and demonstrate BuildTrust Products to your legitimate prospects and Clients.
• Provide End Users (Builders, Head Contractors, or Subcontractors) with access to BuildTrust Products, provided these End Users agree to our Client.Terms of Use.

We may, at our discretion, offer sales support such as participation in select Client calls. However, this support is neither guaranteed nor obligatory on our part.
b. Compliance with this agreement
You are required to strictly adhere to the terms and conditions laid out in this Agreement. If participating as a Partner, compliance may include fulfilling obligations related to your partner tier, such as purchasing by you or your clients certain products or services from BuildTrust to maintain eligibility.If you access or use our developer tools, APIs, or related software, you must follow the terms governing their use, which will be available upon request.Failure to comply with any terms contained in this document or communicated via email may lead to termination of this Agreement, as per the conditions set out in the Termination section or any other applicable termination provisions.

a. Eligibility for Revenue Share
To qualify for Revenue Share, the transaction must meet the criteria of a Shared Subscription,registered via the BuildTrust website. You are ineligible for Revenue Share for transactions involving free trials, starter-level subscriptions, read only licence, or sales of Other Products. Additionally, the following transactions do not qualify for Revenue Share:

• Transactions involving outsourcing of trust accounting.
• Transactions where the End User objects to or excludes such commissions.
• Transactions that occurred before your formal participation in the Program or in cases where the End User had pre-existing contracts with BuildTrust.

Once a Shared Subscription qualifies as a legitimate transaction, it becomes eligible for further cross-selling or upselling by other Partners or Providers. However, you will not receive compensation for any subsequent transactions, including Cross-Sell or Upsell activities.
b. Subscription Registration
To create a Shared Subscription, you must submit a registration form through our designated BuildTrust page and subscribe to a project on any paid plans. BuildTrust reserves the right to accept or reject any Subscription at its sole discretion, prior to the transaction’s closure.A Subscription will generally be accepted if, in BuildTrust reasonable assessment,the prospect:

• Is a new potential Client or qualifies for an upselling or cross-sellingopportunity.
• Is not an Affiliate of yours.
• Represents a Legitimate Prospect with valid and properly obtained contact information.

c. Engagement with Prospects and End Users
BuildTrust reserves the right to engage directly or indirectly through contractors with prospects or End Users you submit or refer. This may occur to facilitate sales processes, fulfill contractual obligations, provide support, or engage in marketing activities. We may also request your collaboration during these interactions.In cases where you place an order on behalf of an End User, you will be responsible for the purchase agreement and its associated terms. However, in cross-sell scenarios, End Users must contract directly with BuildTrust. Regardless of the method of sale or contracting entity, every End User must agree to our Client Terms of Use and Privacy Policies, and you must ensure compliance with these terms by the End User.

a. Eligibility for Payment; Forfeiture of Revenue Share
To be eligible to receive Revenue Share payments under this Agreement, you must meet the following conditions:

• You have agreed to and complied with all terms of this Agreement
• You or your clients have provided complete and accurate account information,including valid bank details necessary for payment.
• You have submitted all required documents, including GST invoices where applicable, and received approval for these documents from us

Revenue Share payments are processed quarterly. You must submit all necessary documentation no later than thirty (30) days after the end of the fiscal quarter in which a Qualified Transaction occurred. Failure to do so may delay your payment until the following quarter.
If the required documentation or bank details remain incomplete for six (6) months following the close of a Qualified Transaction, or if a payment attempt is unsuccessful due to incorrect information, you forfeit your right to receive any Revenue Share for that transaction. We will make reasonable efforts to notify you of incomplete or invalid information, but your failure to respond or correct the issue
within this six-month period will result in permanent forfeiture.
b. Payment Timing and Method
Revenue Share payments will be made within forty-five (45) days after the end of each fiscal quarter, based on the Net Revenue from Qualified Transactions recognized during that quarter. Payments will be made via bank transfer only in AUD. Revenue Share payments willnot be processed until the amount due to you exceeds $300 AUD.
c. GST
You are responsible for any applicable taxes on Revenue Share payments. Unless you provide valid documentation indicating otherwise (GST Exemption), we will assess and add GST or any other applicable taxes on the Revenue Share amount.
d. Payment Obligations to BuildTrust
In cases where you have placed an order and contracted directly with BuildTrust on behalf of an End User, you are responsible for providing valid payment information,including credit card or bank account details. You authorize BuildTrust to charge the provided account for all fees due under this Agreement, and we may use a third-party payment processor to facilitate these payments. Invoices are payable within thirty (30) days of issuance. If payments become delinquent, BuildTrust reserves the right to suspend access to the BuildTrust Products, charge reactivation fees, or directly communicate with the End User to collect payment. You remain fully responsible for all fees due, regardless of your ability to collect payments from the End User.

a. Partner Training and Support
We will offer you access to various training resources and support tools without charge. These resources may include webinars and instructional materials made available through your BuildTrust portal or youtube or other channels or via email.However, we reserve the right to modify or discontinue these tools at any time without notice.
b. End User Training and Support
In some cases, End Users may be required to undergo BuildTrust’s onboarding services, including paid user training (white glove onboarding). BuildTrust will provide such training under terms mutually agreed upon with the End User. We may also communicate directly with End Users to help with their use of BuildTrust Products and to address support issues.
c. BuildTrust Demo Account
If you are provided with a BuildTrust Demo Account, it is for your personal use in demonstrating and evaluating BuildTrust Products. You may not lease, license, or otherwise commercially exploit this account and not show it to other software providers. Use of the BuildTrust Demo Account is subject to the terms outlined in the Client Terms of Use and is limited to either your own data or demo data provided by BuildTrust for demonstration purposes.We reserve the right to modify, suspend, or discontinue access to the BuildTrust Demo Account at any time without notice.

From time to time, we may offer you access to additional tools, beta testing opportunities, or special promotions (“Optional Programs”). Participation in these programs is entirely voluntary, and by opting in, you grant BuildTrust the necessary permissions to carry out activities related to the Optional Programs.
If an Optional Program involves the promotion of BuildTrust products or services, you agree to:

• Promote the program only to your legitimate and registered prospects.
• Conduct individual, targeted promotions, without engaging in mass marketing or spamming.
• Comply with all other terms and conditions associated with the specific Optional Program as communicated by BuildTrust.

BuildTrust reserves the right to modify or discontinue any Optional Program at its discretion and may impose additional terms on your participation, which will be provided for your review when applicable.

a. Your Use of BuildTrust Trademarks
During the term of this Agreement, we grant you a limited, non-transferable, non-exclusive right to use Myna Australia Pty Ltd or BuildTrust trademarks and logos(collectively, “BuildTrust IP”), subject to the following conditions:

• You may only use the images of BuildTrust Marks that we provide to you through the Program, without altering them in any way.
• Your use of BuildTrust Marks must be strictly in connection with your participation in the Program and in compliance with this Agreement.
• You must immediately discontinue the use of BuildTrust Marks if we request it.

You are prohibited from using any of BuildTrust’s trademarks:

• In a misleading, disparaging, or defamatory manner.
• Outside the scope of the Program or in a way that implies BuildTrust endorses, sponsors, or approves of your services, unless expressly permitted.
• In violation of any applicable law or regulation.

b. Ownership of Trademarks
We retain all rights, title, and interest in the BuildTrust Marks. You do not acquire any ownership or additional rights through your participation in this Agreement, and you agree not to challenge the validity or ownership of BuildTrust’s intellectual property(IP).

a. BuildTrust’s Proprietary Rights
No license to any BuildTrust software is granted under this Agreement, except for the limited rights provided herein. The BuildTrust Products, along with all associated intellectual property, remain the exclusive property of BuildTrust and/or its licensors.You agree that you will not copy, modify, distribute, sell, or create derivative works from any BuildTrust content or services, except as explicitly allowed in writing by us.Unauthorized use or distribution of BuildTrust Products constitutes a violation of this Agreement and applicable intellectual property laws.
b. End User Proprietary Rights
The End User retains ownership of all data submitted or generated within their portal as part of using BuildTrust Products. BuildTrust acknowledges that such data remains the sole property of the End User, and we may, in certain circumstances,transfer ownership of the BuildTrust portal back to the End User if deemed necessary by BuildTrust or QBCC in exceptional circumstances like disciplinary actions.
You are responsible for ensuring the proper use of End User data, and you must ensure that all participants in the End User portal adhere to the applicable user permissions, as determined by the End User.
c. User Participation Disclosure
BuildTrust portals may involve multiple Partners or Providers. Information about each participant may be visible to other users within the same portal, and such data will not be considered confidential between participants. It is the End User’s responsibility to control data visibility and access within their BuildTrust portal.

a. Obligations of the Receiving Party
The Receiving Party (the party receiving confidential information) agrees to:

• Exercise the same level of care in protecting the Confidential Information of the Disclosing Party (the party providing confidential information) as it uses for its own confidential information, but no less than a reasonable standard of care.
• Only use Confidential Information for purposes related to this Agreement.
• Not disclose Confidential Information to third parties without the prior written consent of the Disclosing Party.
• Limit access to Confidential Information to employees, agents, or contractors who need such access to fulfill the obligations under this Agreement, and whoare bound by confidentiality obligations no less stringent than those contained herein.

b. Permitted Disclosures
The Receiving Party may disclose Confidential Information if required by law, court order, or government regulation, provided that:

• The Receiving Party promptly notifies the Disclosing Party of such requirement, allowing the Disclosing Party an opportunity to seek a protective order, unless prohibited by law.
• The disclosure is limited to the minimum amount of information required to comply with the legal mandate.

c. Injunctive Relief
Both parties acknowledge that unauthorized disclosure or use of Confidential Information may cause irreparable harm. In such cases, the injured party is entitled to seek immediate injunctive relief, in addition to any other legal remedies available.

a. Term
This Agreement remains in effect for as long as you participate in the Program and meet all eligibility requirements.
b. Termination Without Cause
Either party may terminate this Agreement by providing thirty (30) days’ written notice to the other party, without the need to provide a reason.c. Termination Due to Agreement Changes
If BuildTrust makes changes to the terms of this Agreement, you may terminate the Agreement within seven (7) days by providing written notice to BuildTrust. Failure to provide notice within this period will be deemed acceptance of the new terms.
d. Termination for Cause
BuildTrust reserves the right to terminate this Agreement or suspend your access to BuildTrust Products immediately under the following circumstances:

• You fail to remedy a material breach within thirty (30) days after receiving notice.
• You do not meet the Program eligibility criteria within thirty (30) days of being notified of non-compliance.
• Non-payment of fees, if not resolved within fifteen (15) days after receiving notice of non-payment.
• You become subject to bankruptcy, insolvency, or any similar legal proceedings.
• You or your End User violates BuildTrust’s Terms of Use or applicable laws.
• You breach your confidentiality obligations or infringe upon BuildTrust’s intellectual property rights.
• BuildTrust determines that your conduct negatively impacts its reputation,prospects, or Clients or Myna Australia Pty Ltd business.

e. Effects of Termination
Termination of this Agreement does not affect any Subscription Services already purchased by an End User, nor does it impact your obligation to pay outstanding fees to BuildTrust.
If this Agreement is terminated:

• Without cause by BuildTrust or with cause by you, you may still receive Revenue Share for transactions completed before termination, provided the End User’s payment is recognized within thirty (30) days post-termination.
• With cause by BuildTrust or without cause by you, any outstanding Revenue Share entitlements will be forfeited.

Upon termination, you must cease all use of BuildTrust trademarks and delete all BuildTrust-related data, including leads and shared leads, unless you have obtained proper consent to retain such data.

As a BuildTrust Software Partner, you have a responsibility to effectively secure access to your BuildTrust accounts and protect your clients’ accounts from unauthorized access. Your Clients trust that you will act with care to protect their data and their Clients’ data. It is critical that as a partner, effective security measures are top of mind and adequately enforced in order to build and maintain Client trust, and also, your reputation as a partner. BuildTrust has and will continue to add enforcement measures on security features so that all partners are required to adhere to and prioritize the security of their Clients. By keeping security top of mind and leaning into enforcement, we can all do our part in protecting Clients’ data from potential security risks, such as account takeovers, fraud, and others. Below we’ve outlined some core tenets for partners to aid in securing your work in both your partner account and clients’ accounts.

• In partner and client accounts, create and maintain unique accounts for each user within your organization (no account sharing, please!).
• Enable Two Factor Authentication (2FA) for all user accounts in your BuildTrust Account(s).
• When adding users to client accounts, obtain written approval from the client on new accounts and access to their account.
• In partner and client accounts, implement the principle of “least privilege” access for partner user accounts in Client accounts.
• When individuals leave your organization or change roles, remove their access from your partner account and client accounts.
• When your agreement with the client concludes, remove your access from client accounts.
• Respect your clients’ (e.g. Builders / Head Contractors) and their Clients’ (e.g.subcontractors) data.Always comply with data protection laws, and never share or use their data for your own benefit.

a. Amendments and Waivers
BuildTrust may update or amend this Agreement at any time by posting the revised version on its website. The changes will take effect on the next business day following the posting. If you disagree with the changes, you have the option to terminate the Agreement, as outlined above.
A delay or failure to exercise any right or remedy does not constitute a waiver. Any waiver must be explicitly stated in writing.
b. Governing Law
This Agreement is governed by the laws of New South Wales, Australia, without regard to conflicts of law principles. Any disputes arising from or relating to this Agreement will be subject to the exclusive jurisdiction of the courts of New South Wales.
c. Force Majeure
Neither party will be liable for any failure or delay in performance due to causes beyond their reasonable control, including natural disasters, war, sabotage,telecommunications failures, or governmental restrictions. The affected party will make reasonable efforts to mitigate the impact of such events.
d. Assignment
You may not assign or transfer this Agreement, including by merger, acquisition, or operation of law, without BuildTrust’s prior written consent. BuildTrust reserves the right to assign this Agreement to any Affiliate or successor.
e. Severance
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be replaced with a valid provision that closely approximates the intent of the original.
f. Notices
Notices under this Agreement must be in writing and sent to the designated addresses of the parties. Notices may be sent electronically, via email, or through in-app notifications for convenience, and will be considered delivered upon receipt.
g. Entire Agreement
This Agreement, including all policies incorporated by reference, constitutes the entire agreement between you and BuildTrust regarding the subject matter hereof and supersedes all prior agreements, understandings, or communications, whether written or oral.
h. Non-Solicitation
For the duration of this Agreement, and for twelve (12) months after its termination,neither party will actively solicit the employees or contractors of the other. Public job postings or general recruitment efforts that are not targeted will not be considered a violation of this provision.
i. Survival
Provisions concerning confidentiality, proprietary rights, indemnification, limitations of liability, and payment obligations shall survive the termination of this Agreement.