Listers Agreement

This Listers Agreement applies globally to all listings made through the anyspaces.com platform.

Where a listing relates to a Licensed Area located in a specific jurisdiction, an applicable Regional Schedule may also apply and forms part of this Agreement. In the event of any inconsistency between this Agreement and a Regional Schedule, the Regional Schedule prevails to the extent required by applicable law.

This Listers Agreement ("Agreement") is entered into between:

anyspaces.com (being the relevant anyspaces.com entity identified in the applicable Regional Schedule)
(Platform / Facilitator)

and

The legal entity identified during onboarding
(Licensor)

1. Purpose & Relationship

1. anyspaces.com operates a technology platform that facilitates the listing, marketing, booking, and administration of short-term licences of space.
2. The Licensor is the owner of, or authorised to act on behalf of the owner of, the venue or property listed on the Platform ("Venue").
3. This Agreement governs the Licensor's use of the Platform and the facilitation of licence arrangements between the Licensor and third-party licensees ("Licensees") in accordance with the Bookers Agreement.
4. anyspaces.com acts solely as a platform facilitator and booking administrator and is not a party to the licence granted between the Licensor and any Licensee, except to the extent expressly stated.

2. Scope of Appointment

1. The Licensor appoints anyspaces.com to:
   • list Licensed Areas within the Venue on the Platform;
   • market those Licensed Areas to prospective Licensees;
   • facilitate booking requests, approvals, and administration; and
   • collect and remit fees in accordance with this Agreement and the applicable Terms Sheet.
2. All licence arrangements are formed directly between the Licensor and the Licensee and are governed by the Bookers Agreement and the Electronic Booking Form.
3. Nothing in this Agreement creates a lease, tenancy, estate, or interest in land in favour of anyspaces.com.
4. No Agency or Authority — Nothing in this Agreement creates any partnership, agency, joint venture, or fiduciary relationship between the Parties. The Licensor has no authority to bind, represent, or make any commitment on behalf of anyspaces.com, and must not hold itself out as having such authority.

3. No Retail Lease

The Parties acknowledge that this Agreement does not constitute, and must not be construed as, a retail lease or property interest of any kind. The Parties agree to execute any document reasonably required to give effect to this clause.

4. Term

1. This Agreement commences on the earlier of:
   • acceptance by the Licensor via the Platform; or
   • activation of the Licensor's listing.
2. This Agreement continues in effect for so long as the Licensor maintains an active listing on the Platform or otherwise uses the Platform, unless earlier terminated in accordance with this Agreement.

5. Fees & Revenue

5.1 Service Fee

anyspaces.com is entitled to a service fee ("Service Fee") in consideration for providing access to the Platform and facilitating licence bookings.

5.2 Fee Disclosure & Sources

Fee structures, percentages, payment timing, and currency applicable to each booking are disclosed through one or more of the following, as applicable:

• the Terms Sheet;
• the Electronic Booking Form;
• the booking confirmation; and/or
• the applicable Regional Schedule.

5.3 Calculation Basis

Unless otherwise expressly stated, all fees are calculated on the gross licence revenue payable or paid by the Licensee in connection with a booking.

5.4 Deductions & Remittance

anyspaces.com may deduct applicable Service Fees, platform fees, facility fees, and other disclosed charges prior to remitting the balance to the Licensor in accordance with the applicable Regional Schedule.

5.5 Pricing Structure & Default Commercial Terms

Unless otherwise expressly agreed in writing via a Commercial Terms Sheet accepted through the Platform, the following pricing structure applies to bookings facilitated through the Platform:

1. Gross Booking Amount — The total amount payable by a Licensee may include one or more of the following components, as displayed in the Electronic Booking Form or booking confirmation:
   • base licence fee for use of the Licensed Area;
   • facility or platform service fees;
   • equipment hire or ancillary service charges;
   • surcharges or premiums applicable to the booking;
   • deposits; and
   • applicable taxes.
2. Default Service Fee — anyspaces.com is entitled to retain a default Service Fee equal to twenty per cent (20%) of gross licence revenue, calculated prior to remittance to the Licensor.
3. Facilities, Platform & Additional Fees — Facility fees, platform fees, equipment charges, surcharges, and other ancillary fees may be applied on a per-booking basis at anyspaces.com's discretion, provided such fees are clearly disclosed to the Licensee prior to booking confirmation.
4. Lister Remittance — The amount payable to the Licensor ("Rate to Lister") is calculated after deduction of applicable Service Fees, facility fees, platform charges, and other disclosed booking charges and is remitted in accordance with the applicable Regional Schedule.
5. Managing Agent or Third-Party Fees — Managing agent fees or third-party commissions apply only where expressly set out in a separate Commercial Terms Sheet and do not form part of the default commercial terms.
6. Pricing Authority — anyspaces.com retains sole discretion over the structure, presentation, and calculation of booking fees displayed through the Platform, provided all fees are disclosed to the Licensee prior to confirmation.
7. No Retrospective Adjustment — Variations to pricing structures or commercial terms apply prospectively only and do not affect completed or confirmed bookings.

5.6 Audit Rights

anyspaces.com may, on reasonable notice, audit records and information reasonably required to verify booking activity, licence revenue, and fees relating to bookings facilitated through the Platform.

6. Booking Termination & Cancellation Procedures

Any termination or cancellation of a licence booking must be requested or effected using the tools and processes made available through the anyspaces.com platform.

Termination and cancellation rights, liabilities, fees, refunds (if any), notice periods, and consequences are governed by this Agreement, the Bookers Agreement, the Electronic Booking Form, and any applicable Regional Schedule.

Where a booking is cancelled or terminated by the Licensor (Venue) for reasons other than Licensee breach, the Licensor acknowledges and agrees that it may remain liable to pay anyspaces.com applicable Service Fees, administration fees, or other charges as set out in the applicable Regional Schedule or Commercial Terms Sheet.

The existence of any procedural policy, guidance, or platform instructions does not create additional rights of cancellation, refund, or waiver beyond those expressly set out in this Agreement and applicable Regional Schedules.

7. Licensor Obligations

7.1 General Obligations

The Licensor must, at all times:

1. ensure that all information provided through the Platform is accurate, complete, current, and lawful;
2. have full legal authority to list the Venue and grant licences in respect of the Licensed Areas;
3. comply with all applicable laws, regulations, codes, venue rules, and regulatory requirements relating to the Venue and Licensed Areas;
4. review, assess, and respond to booking requests submitted through the Platform in a timely and reasonable manner;
5. ensure that Licensees comply with all venue rules, operational requirements, safety procedures, and compliance obligations applicable to the Venue;
6. not misrepresent availability, pricing, conditions, or any aspect of the Venue or Licensed Areas; and
7. act honestly, reasonably, and in good faith in all dealings conducted through the Platform.

7.2 Venue Documents & Compliance Materials

The Licensor may upload venue-specific rules, guidelines, inductions, policies, or compliance materials to the Platform for review and acknowledgment by Licensees ("Venue Documents").

The Licensor warrants and represents that all Venue Documents:

1. relate solely to operational, safety, security, or compliance matters concerning the Venue or Licensed Areas;
2. do not purport to amend, override, replace, or conflict with any platform agreement, commercial term, or booking condition; and
3. comply with all applicable laws and regulatory requirements.

Venue Documents are provided for operational and compliance purposes only and do not form part of this Agreement. Venue Documents do not amend, vary, override, or replace this Agreement, the Bookers Agreement, the Terms & Conditions, the Electronic Booking Form, or any applicable Regional Schedule, unless expressly incorporated by written agreement accepted through the Platform.

In the event of any inconsistency between Venue Documents and any platform agreement or booking document, the applicable platform agreement prevails.

7.3 Venue Responsibility & Reliance Disclaimer

The Licensor acknowledges and agrees that:

1. it is solely responsible for the condition, maintenance, safety, regulatory compliance, and lawful operation of the Venue and Licensed Areas; and
2. anyspaces.com does not provide operational, safety, compliance, regulatory, or venue management oversight and must not be relied upon for such matters.

anyspaces.com is not responsible for the content, accuracy, or legality of any Venue Documents and may, at its discretion, remove, restrict, or disable access to any Venue Document that is inconsistent with platform agreements, platform policies, or applicable law.

7.4 Retail Leasing & Property Law Compliance

The Licensor acknowledges and agrees that:

1. all decisions relating to the approval, duration, renewal, extension, sequencing, or continuation of any licence booking are made solely by the Licensor;
2. the Licensor is solely responsible for ensuring that all licence bookings, whether individual, consecutive, cumulative, renewed, extended, or otherwise continued, comply with all applicable property, retail leasing, land use, tenancy, and occupation laws in the jurisdiction of the Venue;
3. anyspaces.com does not assess, monitor, calculate, control, or enforce booking duration, occupation patterns, renewal sequences, statutory thresholds, or the legal characterisation of any occupation, and assumes no duty or obligation to do so; and
4. anyspaces.com has no liability for, and makes no representation regarding, the Licensor's compliance with property, retail leasing, land use, or tenancy laws, including where any licence booking is alleged to create or be recharacterised as a lease, tenancy, or interest in land.

8. Platform Operation & Enforcement

8.1 Platform Monitoring & Oversight

anyspaces.com may, to the extent permitted by law and with or without notice:

1. monitor, review, audit, and analyse Platform activity, listings, communications, and usage patterns;
2. assess compliance with this Agreement, the Bookers Agreement, platform policies, and any applicable Regional Schedule; and
3. take reasonable steps to protect the security, integrity, and lawful operation of the Platform.

8.2 Enforcement Rights

Where anyspaces.com reasonably suspects misuse, breach, non-compliance, risk, or activity inconsistent with platform policies or agreements, anyspaces.com may, with or without notice and without limiting any other rights:

1. suspend, restrict, or disable access to the Platform or specific features;
2. remove, amend, or deactivate listings or content;
3. impose conditions on continued use of the Platform;
4. suspend or terminate bookings or platform access; and/or
5. investigate activity and require corrective action.

8.3 No Waiver & Discretion

anyspaces.com's decision to monitor, enforce, or refrain from enforcement at any time does not constitute a waiver of any right.

The Licensor acknowledges that enforcement actions are taken to protect the Platform, users, venues, and commercial integrity of anyspaces.com and that anyspaces.com's determination regarding misuse, breach, or risk is final, subject to applicable law.

9. Dispute Management & Communication Protocol

All disputes, complaints, issues, or claims relating to a booking, Licensee conduct, fees, cancellations, access, compliance, or use of the Platform must be managed exclusively through the anyspaces.com communication portal.

The Licensor must not engage in off-platform dispute resolution, including direct negotiation, agreement, or settlement with a Licensee outside the Platform, unless expressly authorised in writing by anyspaces.com.

Communications conducted outside the Platform:

1. do not constitute valid notice;
2. are not binding on anyspaces.com;
3. do not amend or waive any rights, fees, penalties, or obligations under this Agreement, the Bookers Agreement, or any applicable Schedule; and
4. may not be relied upon for the purposes of dispute resolution, enforcement, or evidentiary review.

The Licensor acknowledges that the anyspaces.com communication portal is the authoritative record for all booking-related matters and agrees to cooperate with anyspaces.com in good faith to resolve disputes through the Platform.

Failure to comply with this communication protocol may result in suspension of listings, restriction of access, or termination of this Agreement in accordance with its terms.

10. Exclusivity (Platform-Generated Demand)

10.1 During the Term, the Licensor must not knowingly bypass the Platform to transact directly with Licensees introduced through the Platform, except where expressly permitted in writing.

10.2 This clause applies only to short-term or casual licences generated through the Platform and does not restrict existing permanent leases or unrelated arrangements.

11. Insurance

Insurance requirements are set out in the applicable Regional Schedule.

The Licensor is responsible for ensuring appropriate venue insurance is maintained at all times.

12. Intellectual Property & Data

12.1 All Intellectual Property in the Platform remains the exclusive property of anyspaces.com.

12.2 Nothing in this Agreement grants the Licensor any ownership or goodwill in the Platform or related Intellectual Property.

12.3 Any improvements, feedback, or derivative works relating to the Platform vest in anyspaces.com.

12.4 Data & Leads Ownership

All data, information, records, communications, notes, and materials entered into the Platform by or on behalf of the Licensor become the property of anyspaces.com upon entry.

The Licensor:

• warrants it has authority to provide such data;
• must not assert proprietary rights over Platform data; and
• acknowledges data is processed in accordance with the Privacy Policy and applicable data protection laws.

12.5 Marketing, Photography & Promotional Content

The Licensor grants anyspaces.com a perpetual, royalty-free, worldwide, irrevocable licence to:

1. photograph, film, record, reproduce, display, adapt, publish, and distribute images, video, and other recordings of:
   • the Venue;
   • Licensed Areas;
   • activations conducted at the Venue; and
   • any promotional or operational activity associated with the Platform;
2. use such content for:
   • marketing, advertising, promotional, editorial, and platform purposes;
   • internal training, sales, and commercial materials; and
   • any lawful business purpose connected with the operation and promotion of the Platform.

All intellectual property rights in content created by or on behalf of anyspaces.com vest exclusively in anyspaces.com.

This licence survives termination of the Agreement.

The Licensor warrants that it has all necessary rights and consents to grant this licence and that use of the content will not infringe any third-party rights.

13. Confidentiality

Each Party must keep Confidential Information secure and use it solely for the purposes of this Agreement. Confidentiality obligations survive termination.

14. Agreement Termination

14.1 anyspaces.com may suspend or terminate this Agreement immediately where:

• required by law;
• necessary to address risk, misuse, or non-compliance; or
• the Licensor materially breaches this Agreement.

14.2 Either Party may terminate for material breach not remedied within a reasonable period after notice.

14.3 Termination does not affect accrued rights, fees, data ownership, or indemnities.

15. Liability & Indemnities

15.1 To the maximum extent permitted by law, anyspaces.com excludes all warranties not expressly stated.

15.2 Liability is limited to amounts paid to anyspaces.com in the twelve (12) months preceding the event giving rise to the claim.

15.3 The Licensor indemnifies anyspaces.com for claims arising from:

• venue ownership or management;
• Licensor misrepresentations;
• failure to comply with law; or
• acts or omissions of Licensees or invited users.

16. Invited Users & Communications

16.1 The Licensor is responsible for all users it authorises to access the Platform.

16.2 The Licensor must ensure all communications are professional and compliant with platform rules.

anyspaces.com is not responsible for user-generated content.

17. Assignment

anyspaces.com may assign or novate this Agreement without consent.

The Licensor may not assign without prior written consent, except upon sale of the Venue.

17.1 Change of Ownership or Management

Where the Venue is sold, transferred, or subject to a change in ownership, management, control, or operating entity:

1. this Agreement continues in full force and effect in respect of all confirmed and future bookings made through the Platform;
2. the Licensor must ensure that any incoming owner, purchaser, manager, or operator assumes and honours all confirmed bookings, licence arrangements, and obligations arising under:
   • this Agreement;
   • the Bookers Agreement; and
   • any applicable Electronic Booking Form;
3. the Licensor must use reasonable endeavours to ensure that any sale, transfer, or change in management does not result in the cancellation, material variation, or non-performance of confirmed bookings made through the Platform without the prior written consent of anyspaces.com;
4. anyspaces.com may, at its discretion, require the incoming owner or operator to enter into a replacement or novated Listers Agreement as a condition of continued platform access; and
5. the outgoing Licensor remains liable for all obligations, fees, and liabilities arising prior to the effective date of the transfer.

18. Force Majeure

Neither Party is liable for failure to perform due to events beyond reasonable control.

19. Governing Framework

This Agreement must be read together with:

• the Bookers Agreement;
• Terms & Conditions;
• Privacy Policy; and
• any applicable Regional Schedule.

In the event of inconsistency, the Regional Schedule prevails to the extent required by law.

20. General

• Severability applies
• Waivers must be in writing
• Variations require written agreement
• Time is of the essence
• Survival Clauses relating to fees, data ownership, intellectual property, confidentiality, indemnities, limitation of liability, and governing law survive termination or expiry of this Agreement.