TERMS AND CONDITIONS 1 DEFINITIONS AND INTERPRETATIONS 1.1 The following definitions shall apply in this Agreement: (a) Adapted Data – modified, enhanced, adapted, collated or improved Data, Delivered Analytics Results and derivative works of the Delivered Analytics Results; (b) Agent – means an individual authorised by the customer whose voice interactions are ingested into the software at any point within a given calendar month; (c) Cloud Service - means the provision of access to the Software by DAISEE as a cloud service through such web applications as may be designated by DAISEE from time to time. (d) Cyber Security Controls & Practices means the DAISEE Cyber Security Controls and Practices reproduced in Annex D of this Agreement. (e) Data - data collected, used or shared by the End User pursuant to this Agreement, including but not limited to End User Data; (f) Delivered Analytics Results - results delivered to the End User of conversational analytics functions performed by the Software; (g) Disclosing Party – has the meaning set out in clause 5.1; (h) Documentation – any documentation or data related to the Software; (i) End User means an individual authorised by the Customer to make use of the Software and has been supplied with an identification and password by the Customer or DAISEE. in accordance with the terms and conditions of this Agreement; (j) End User Data – non-public data provided by the End User to DAISEE to enable the use of the Software; (k) Fees – the applicable fee for the Software charged by DAISEE to the Customer in accordance with clause 4 (including but not limited to the implementation fee and usage fee specified in the Order Form) (l) Implementation Services – services that are to be provided by DAISEE to the End User in order to ensure that the Software is deployed optimally and may include initial access to the Cloud Service, training, improvements and customisations; (m) Intellectual Property Rights - all present and future copyright, rights to inventions including patents and patent applications, modifications or improvements to the same, registered and unregistered trademarks, registered and unregistered designs, rights to trade secrets and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields; (n) Proprietary Information - business, technical or financial information relating to the Disclosing Party’s business; (o) Receiving Party - has the meaning set out in clause 5.1; (p) Renewal Terms - additional periods of twelve (12) months following the Initial Service Term; (q) Services – the Software, Implementation Services and operation and maintenance of each of them; (r) Software – the various web based machine readable and computer files, algorithms and models trained on input data, comprising copies of computer software programs identified by DAISEE as “Lisa”, which performs conversational analytics functions, and is owned and licensed by DAISEE and made available to the End User by DAISEE through the Cloud Service, together with any new releases or enhancements or modifications. ; (s) Usage - the total length measured in time, of all audio recordings files provided to DAISEE by the End User, in the aggregate, as calculated by DAISEE. 2 LICENCE 2.1 DAISEE hereby grants the Customer a non-exclusive, non-transferable, not for resale, non-sublicensable licence to use the Software during the Initial Service Term and any Renewal Terms only in accordance with the terms and conditions of this Agreement and solely for Customer’s internal business purposes. 2.2 Customer will not use the Software for any purposes beyond the scope of the access granted in this Agreement, provided, however Customer may permit its End Users to use the Software in accordance with these terms and conditions, provided that all such use is limited to the internal business purposes of the Customer. Customer acknowledges and agrees it is solely responsible for identifying and authenticating all End Users, for approving access by such End Users to the Software, and controlling against unauthorised access by End Users to the Software. 2.3 The Customer is responsible for ensuring it shall at all times maintain an internet connection allowing it to connect over the internet, up to date internet browsers and anti-virus software. DAISEE takes no responsibility to provide support, and the Customer must ensure that End Users do not contact DAISEE, in respect of issues relating to the availability of the Customer’s internet connection or the Customer’s internet browsers or anti-virus software. 3 RESTRICTIONS AND RESPONSIBILITIES 3.1 DAISEE agrees to provide in accordance with this Annex B of this Agreement, the Services to the Customer during the Initial Term and any Renewal Term. 3.2 Customer is responsible and liable for all uses of the Software resulting from access provided by Customer or by Customer to End User, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. 3.3 The Customer will not, and will not permit End User to, directly or indirectly: (i) license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Software or any Documentation; or (iii) copy, modify, translate, or create derivative works based on the Software (except to the extent expressly permitted or authorized by DAISEE in its sole discretion). 3.4 The Customer will not, and will not permit the End User to use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable law. 3.5 The Customer and DAISEE mutually warrant that they will at all times comply with any relevant privacy legislation, when providing data to the other party under this Agreement. 3.6 Both parties will take commercially reasonable steps to ensure that no computer software viruses or other malicious computer instructions, devices or techniques (a “Virus”) is introduced into the Cloud Services. In the event a Virus is found in or to have accessed the Cloud Services or either party has reason to believe that a Virus has infected the Software, the party who discovered such Virus will immediately notify the other party. The parties will promptly assist and work continuously together to reduce the effects of the Virus, including restoring any loss of operational efficiency and mitigating any security risks, until the Virus has been eliminated. 4 PAYMENT OF FEES 4.1 In consideration of the license granted under this Agreement and the provision of the Services pursuant to it, the Customer shall pay DAISEE the Fees as set out in the Order Form. 4.2 DAISEE reserves the right, acting reasonably to change the Fees or applicable charges at the end of the Initial Service Term or then current Renewal Term. DAISEE will provide written notice to Customer of any change to the Fees or applicable charges at the end of the Initial Service Term or then-current Renewal Term. If Customer continues to use the Software or the Services following such notice, the Customer will be deemed to have accepted the Fees or applicable changes, as modified by DAISEE. 4.3 The Customer shall inform DAISEE in writing within ten (10) days of the date of the invoice of any Fees that may be disputed, setting out the details of the dispute. In such event, the parties will use their good faith efforts to resolve such dispute as soon as possible. Inquiries should be directed to DAISEE’s customer support department at support@daisee.com. In the event the parties cannot resolve the dispute between themselves within 21 days, the parties shall refer the dispute for binding arbitration by a barrister be agreed on between themselves or, failing that to be appointed by the Law Society of New South Wales. 4.4 If the Customer fails to make any undisputed payment due to DAISEE under this Agreement, DAISEE may charge interest on the overdue amount at the General Interest Charge applied by the Australian Taxation Office to all tax invoices that are more than thirty (30) days overdue. The Customer acknowledges that if payments are overdue by over 90 days DAISEE may assign any debt owing to a third party, without further notice to the Customer. 4.5 All sums payable under this Agreement shall be made in Australian Dollars and are exclusive of: (a) GST, which will be added to invoices issued by DAISEE; and (b) any relevant local sales taxes, for which the Customer shall be responsible. 5 CONFIDENTIALITY; PROPRIETARY RIGHTS 5.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose Proprietary Information. Proprietary Information of DAISEE includes non-public information regarding features, functionality and performance of the Software. Proprietary Information of the Customer includes End User Data. 5.2 The Receiving Party agrees: (a) to take commercially reasonable precautions to protect Proprietary Information; and (b) not to use (except as necessary in the performance and function of the Software or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. 5.3 The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can demonstrate: (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or (e) is required to be disclosed by law. 5.4 DAISEE shall own and retain all right, title and interest in and to: (a) the Software, all improvements, enhancements thereto; (b) any software, applications, inventions or other technology developed by DAISEE in connection with Implementation Services or support; and (c) all Intellectual Property Rights related to any of the foregoing. 5.5 Notwithstanding anything to the contrary, DAISEE shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Software and related systems and technologies (including, without limitation, information concerning End User Data and data derived therefrom), and DAISEE will be free (during and after the term of this Agreement) to: (a) use such data and information for calculation of the number of hours and/or agents by each End User; (b) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Software and other DAISEE offerings; and (c) disclose such Data solely in aggregate or other de-identified form in connection with its business. No rights or licences are granted except as expressly set forth herein. 5.6 The parties shall work together in good faith to issue at least one mutually agreed upon press release within ninety (90) days of the Effective Date, and Customer agrees to procure each End User to reasonably cooperate with DAISEE to serve as a reference account upon request. 5.7 If either party is required to disclose Proprietary Information to the extent expressly required by law, or an order of any court or tribunal of competent jurisdiction, government agency, stock exchange or regulatory or administrative body with the legal right to require disclosure, each party will do all that is reasonable to: (a) ensure that the third-party recipient of the Proprietary Information is made aware that it is confidential; (b) limit any such disclosure in any way that the Disclosing Party reasonably requests; and (c) give the other party sufficient notice to enable it to take action to protect its Proprietary Information, where it is not unlawful to do so. 6 DATA RIGHTS AND CYBER RISK 6.1 Data, Adapted Data which is not Transformed Data, and Delivered Analytics Results will be owned exclusively by the Customer. This includes all: (a) Personally identifiable information; (b) De-identified information; and (c) All related metadata. 6.2 For the avoidance of doubt, DAISEE will not, unless it has received prior written permission from the Customer, have the right to: (a) Use, reproduce, distribute, communicate, disclose, copy, modify, enhance, adapt or improve Adapted Data; or (b) Commercialise Data, Delivered Analytics Results or Adapted Data, including identifying, developing and building, and selling any products and/or services that are based on, or related to Data, Delivered Analytics Results or Adapted Data, except to the extent necessary for the functioning of the Software, which includes training models on input data from all sources. 6.3 DAISEE deals with Data and End User Data in accordance with its Data Collection Policy, which is at Annex A. 6.4 DAISEE deals with Data and End User Data and conducts its business in accordance with its Cyber Security Controls and Practices, which is summarised at Annex D. 7 WARRANTY AND DISCLAIMER 7.1 DAISEE shall use commercially reasonable efforts consistent with prevailing industry standards and in accordance with the Service Level and Support that forms Annex B to this Agreement to maintain the Software in a manner which minimizes errors and interruptions in the provision of the Software and perform the Services in a professional and workmanlike manner. 7.2 DAISEE represents and warrants that the Software: (a) is of acceptable quality (as defined in the Australian Consumer Law set out in the Competition and Consumer Act 2010 (Cth)); (b) will perform substantially or materially in accordance with the specification in Annex C; (c) complies at all times with all the requirements set out in this Agreement and the Order Form; (d) is suitable for its intended purpose; (e) conforms to any relevant samples and/or descriptions provided by DAISEE; (f) is free from material design and programming errors; and (g) does not infringe the Intellectual Property Rights of any third party. 7.3 Software which is accessed from DAISEE’s servers may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by DAISEE or by third-party providers, or because of other causes beyond DAISEE’s reasonable control, but DAISEE shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. 7.4 DAISEE does not warrant that the access to the Software will be uninterrupted or free from defects, errors and bugs. Except as expressly set forth in this Agreement and as otherwise required by law, the Software and Services are provided “as is” and DAISEE disclaims all warranties, express or implied. 7.5 DAISEE also does not represent that the Software or the Services will be compatible with any application, program or software not specifically identified as being compatible with the Software or the Services. 8 ONGOING ACCESS 8.1 If, due to a claim of infringement from a third party, the Software is held by a court of competent jurisdiction to be or are reasonably believed by DAISEE to be infringing the rights of a third party, DAISEE may, at its option and expense: (a) replace or modify the Software to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer and any End User a license to continue using the Software; or (c) terminate this Agreement. 9 INFRINGEMENT 9.1 If, due to a claim of infringement, the Software is held by a court of competent jurisdiction to be or are reasonably believed by DAISEE to be infringing, DAISEE may, at its option and expense: (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for the Customer and any End User a license to continue using the Software; or (c) terminate this Agreement. 10 LIMITATION OF LIABILITY 10.1 Notwithstanding anything to the contrary, except for bodily injury of a person, the liability of DAISEE (including but not limited to its officers, affiliates, representatives, contractors and employees) to the Customer or any End User arising out of the supply of the Software or performance or non-performance of the Services, whether under the law of contract tort or otherwise shall: (a) be limited to the cost of rectifying the works which are the subject of any claim for liability; (b) not include any indirect, exemplary, incidental, special or consequential damages; and (c) whether under the law of contract, tort or otherwise, be limited to a maximum of $1,000,000. 10.2 DAISEE and its representatives will not be liable to the Customer or any End User for any indirect, special, incidental, or Consequential Loss incurred by the Customer or any End User under or in connection with this Agreement or as a result of the Customer’s or any End User’s use of the Software, even if DAISEE and its representatives have been advised of the possibility of such Consequential Loss being incurred. 10.3 For the purposes of this clause 10, ‘Consequential Loss’ includes indirect loss, loss of revenues, loss of reputation, loss of profits, additional expenses, loss of actual or anticipated savings, loss of bargain and loss of opportunity. 10.4 The limitations of the damages set forth above are fundamental elements of the basis of the bargain between DAISEE and the Customer. The Customer acknowledges that DAISEE would not have been able to provide the Software to the Customer without such limitations. 10.5 During the term of this Agreement and for a period of not less than 7 years after its termination, DAISEE will: (a) take out and maintain at its cost: (i) a professional indemnity insurance policy for at least $10 million; (ii) a management liability insurance policy for at least $10 million; and (iii) a public liability insurance policy for at least $5 million; (b) notify the Customer immediately of any cancellation or non-renewal of the insurance policies referred to in this clause 10; (c) disclose this Agreement to any insurer from whom insurance under this clause 10 is sought; and (d) within a reasonable period after a written request by the Customer, provide to the Customer copies of all current policies of insurance and receipts for premiums paid for such policies. 11 TERM AND TERMINATION 11.1 This Agreement is effective on the Contract Date. 11.2 At the conclusion of the Trial Period, the agreement will automatically renew to a 12-month contract (the initial Service Term), unless either party provides written notice to the other party of its intention not to renew, within 14 days after the expiration of the Trial Period. 11.3 At the conclusion of the Initial Services Term the agreement will automatically renew to a 12-month contract unless either party provides written notice to the other party of its intention not to renew at least sixty (60) days prior to the end of the then current term. 11.4 DAISEE may terminate this Agreement and the license effective immediately upon providing written notice of termination to the Customer if: (a) The Customer or any End User breaches a term or condition of this Agreement and the Customer fails to remedy such breach within thirty (30) days after being provided with written notice of the breach by DAISEE; or (b) The Customer or any End User breaches a term or condition of this Agreement which cannot be remedied, in DAISEE’s sole discretion. 11.5 Within two (2) days of the termination of this Agreement or the expiry of the term of this Agreement, the Customer must, and must procure the End User to, cease all use of the Software and the Customer acknowledges that all access to the Cloud Software by it or any End Users will immediately be terminated by DAISEE. No expiration or termination will affect Customer’s obligation to pay all fees that may have become due before such expiration or termination, or entitle Customer to any refund. 12 MISCELLANEOUS 12.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 12.2 This Agreement is not assignable, transferable or sublicensable by either party except with the other party’s prior written consent which shall not be unreasonably withheld. 12.3 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral Agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. 12.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Customer does not have any authority of any kind to bind DAISEE in any respect whatsoever. 12.5 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. 12.6 This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. 12.7 The parties acknowledge and agree that this Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, “electronic signature” shall include faxed versions of an original signature or electronically scanned and transmitted versions (e.g., via pdf) of an original signature. 13 GOVERNING LAW AND JURISDICTION 13.1 This Agreement shall be governed by the law of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia and the Federal Court of Australia.