Revenue share agreement — 5% of net profit

This Revenue Share Agreement ("this Agreement") is made between Martin Pataczek, trading as Idea Vault ("us", "we", "our") and the member who accepts it ("you").

You accept this Agreement by ticking the acceptance box on sign-up, by continuing to use the Service, or by using any output of the Service in connection with a business venture. Acceptance by any of those means has the same effect as a signature.

This Agreement is to be read together with our terms of use. Where there is any inconsistency about the revenue share, this Agreement prevails.

"Service" means the Idea Vault software service, including its research, drafting, document generation, legal information and export features.

"Assisted Venture" means any business, venture, product line, brand, partnership, trust, company or other entity that is founded, launched, funded, pitched or materially developed using any output of the Service, whether or not the output was later edited, replaced or rewritten.

"Net Profit" means profit of the Assisted Venture after direct costs, operating expenses, interest, depreciation and tax, as shown in financial statements prepared in accordance with the applicable accounting standards of its jurisdiction.

"Financial Year" means the annual accounting period of the Assisted Venture.

"Share" means 5% of the Net Profit of an Assisted Venture for a Financial Year.

In consideration of the research, drafting, tooling and document generation we provide, you agree to pay us the Share for each Financial Year in which an Assisted Venture records Net Profit.

The Share is payable for five (5) consecutive Financial Years, beginning with the first Financial Year in which the Assisted Venture records Net Profit.

No Share is payable for a Financial Year in which the Assisted Venture records a loss, and losses are not carried forward or backward against the Share.

The Share is calculated on the Assisted Venture as a whole, before any distribution, dividend, drawing, director's fee, related-party payment or reinvestment.

Where an Assisted Venture is owned with other people, you remain liable for the full Share, and you may recover your share of it from your co-owners as you agree between yourselves.

You must notify us in writing within sixty (60) days of the end of each Financial Year in which an Assisted Venture recorded Net Profit, stating the Net Profit figure and the Share payable.

Payment is due within thirty (30) days of the earlier of the finalisation of the annual financial statements or the lodgement of the annual tax return, in the currency of the Assisted Venture's accounts.

An unpaid amount accrues interest at 10% per annum, calculated daily from the due date and compounding monthly, or the maximum rate permitted by law if lower. You are liable for our reasonable costs of recovery, including debt collection and legal costs on a solicitor-client basis.

Where you have not notified us and we later establish that a Share was payable, the amount is treated as having fallen due on its original due date, with interest from that date.

You must keep complete financial records for each Assisted Venture for seven (7) years and provide, on request, financial statements or an accountant's certificate sufficient to verify the calculation.

We may audit a calculation once per Financial Year on reasonable notice and at our cost, unless the audit reveals an underpayment of more than five per cent (5%), in which case the reasonable cost of the audit is payable by you together with the shortfall and interest.

You must not restructure, transfer, licence, sell, novate, wind up or interpose any entity or arrangement for the dominant purpose of avoiding or reducing the Share. Where you do, this Agreement applies to the successor, transferee or replacement venture as if it were the Assisted Venture.

A sale or transfer of an Assisted Venture does not extinguish the Share for any Financial Year already completed, and you must disclose this Agreement to any purchaser.

We may agree in writing to vary, discount, defer or waive the Share for a particular Assisted Venture. No waiver or variation is effective unless it is in writing and signed by us, and no waiver of one breach waives another.

This Agreement survives cancellation of your membership, deletion of your account and termination of the terms of use.

If any part of this Agreement is unenforceable in your jurisdiction, it is to be read down to the maximum extent enforceable and the remainder continues in force.

This Agreement is governed by the laws of Queensland, Australia, and you submit to the non-exclusive jurisdiction of its courts.

Before starting proceedings, each party will attempt in good faith to resolve the dispute by written notice and a genuine negotiation for thirty (30) days, except where urgent injunctive relief is sought.

Notices to us must be sent to legal@notify.bankableidea.com. Notices to you may be sent to the email address on your account.

You acknowledge that you have had the opportunity to obtain independent legal and accounting advice before accepting this Agreement, that the Share is a material term of being given access to the Service, and that we would not provide the Service to you without it.

This document is provided as a template of our own contract terms. It is not legal advice to you, and you should have it reviewed by a qualified lawyer in your own jurisdiction before you rely on it.