END USER LICENCE AGREEMENT FOR ADVVY [This End User Licence Agreement was last updated on 1 May 2019 and applies to all users who it accept it through registration with Advvy on and from 19 May 2019. Introduction Welcome to Advvy. Advvy Workflow is a solution built in PowerApps that enables business processes to be defined against any entity, and for said entity to house a task management solution. This EULA sets out the legal terms and conditions relating to your use and access of the Advvy platform. These terms and conditions Before using the Advvy Workflow Services you must read and accept all the terms and conditions set out in this EULA and the Advvy Privacy Policy. By accepting these terms and conditions when you sign up to and access the Advvy platform, you agree that this EULA and the Privacy Policy will: · govern your legal relationship with Advvy · apply every time you use the Advvy Workflow solution · apply when you use the tools that Advvy makes available to you through the Advvy Workflow solution Key Terms used in this EULA Throughout this EULA we will make reference to defined terms. These are: · Advvy means Advvy Pty Ltd (ACN 601 859 474) of Level 7, 217 George Street Brisbane, Queensland, Australia 4000 · Contributor means a person or Corporate User who accesses the Advvy Workflow solution. · Corporate User means the organisation procuring the Advvy Workflow solution · EULA means this End User Licence Agreement · Privacy Policy means the Advvy Privacy Policy set out at www.advvy.com/privacy · Responder means a person or Corporate User who responds to a Brief using the Advvy Workflow solution · Security Policy means the Advvy Security Policy set out at http://advvy.com/security · Advvy Workflow means the services and tools available via www.advvy.com Using Advvy Advvy grants you a non-transferable, non-exclusive, limited right to access the Advvy Workflow solution, provided that you fully comply with the terms and conditions of this EULA. To use the Advvy Workflow solution, you or the relevant Corporate User, must register with Advvy and provide Advvy with accurate and complete registration and payment information. As part of the registration process, a Corporate User will select how many users will use the Advvy Workflow solution and Advvy shall assign a username and password to each user nominated by the Corporate User and approved by Advvy. Each registration is for a single user only. Advvy does not permit any sharing of login details, or access to the Advvy Workflow solution through a single name being made available to multiple users on a network. If this occurs, or Advvy has a reasonable belief that this is occurring, it may suspend or terminate the Corporate Users’ access, or individual access, to the Advvy Workflow solution. You must not allow others to use your login details and you are solely responsible for maintaining the confidentiality and security of your account details. You agree to immediately notify Advvy of any known or suspected unauthorised use of your login details by sending an email via the contact section of the website. Using the platform You will be granted access to the Advvy Workflow solution to contribute or respond to a Brief. You must not use the Advvy Workflow solution for any other purposes. As a user, you may gain access to other users’ confidential information. You must keep that information confidential and only use it in connection with contributing to or responding to a Brief. Confidential information includes, but is not limited to: · Contact details of other users · Sensitive data stored within the platform · Profile details · User settings · Security settings · Activity logs · Reporting and analytics While using the Advvy Workflow solution you must not: · use the Advvy Workflow solution in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data into the Advvy platform; · transmit any material that is defamatory, offensive or otherwise objectionable through the Advvy platform; · infringe Advvy’s intellectual property rights or those of any third party in relation to your use of the Advvy Workflow solution; · use, copy, modify, transmit, adapt, vary or create derivative works based on the Advvy Workflow solution in whole or part; · rent, lease, sub-license, sell or otherwise transfer the Advvy Workflow solution to any third party or allow it to be accessed by or copied onto another person’s computer; · translate, reverse engineer, decompile, or disassemble the Advvy Workflow solution save to the extent that the same cannot be prohibited by law; or · use any access software system to search the data in the Advvy Workflow solution other than the Advvy Workflow solution provided under this EULA. Minimum system requirements To use the Advvy Workflow solution you must ensure that you use one of the following web browsers: • Chrome • Firefox • Internet Explorer • Safari If you discover an issue with one of the recommended browsers listed above, you must report it to Advvy support as soon as possible so that the issue can be reviewed. Term This EULA commences on the date that you register for the Advvy Workflow solution with Advvy and shall continue unless terminated earlier in accordance with termination clause below. Fees and billing The fees for using the Advvy Workflow solution are based on the number of registered users and the level of access selected when signing up for the Advvy Workflow solution. The fee for the Advvy Workflow solution will be invoiced to you or the Corporate User on a monthly basis. Corporate Users can change the number of licences needed during the month and the difference will be paid or credited on a pro rata basis. You must pay all sums due to Advvy by the payment due date: a. For designated accounts – you authorise Advvy to deduct the fees from the nominated credit card (Registered Card) at the end of each month; and b. For designated Corporate Users – the fees are due and payable by the Corporate User on the payment date set out on the relevant invoice from Advvy. You and/or the Corporate User will be responsible for all charges associated with accessing the Advvy Workflow solution, including all telephone access lines, telephone and computer equipment and any service fees necessary to access the Advvy Workflow solution. You acknowledge and agree that Advvy may increase the fees by providing prior written notification to you. The fees quoted do not include GST, if applicable, and will be payable at the rate and in the manner prescribed by law and as set out in any invoice. Where fees are deducted by way of credit card, you represent and warrant that you are the cardholder or an authorized user of all Registered Cards. You agree to provide true, accurate and complete information about all Registered Cards. You are responsible for registering a new eligible credit or debit card if the Registered Card is no longer valid or if the Registered Card is lost, stolen or replaced. Unless otherwise stated, all fees are quoted in Australian Dollars. You are responsible for paying all fees and applicable taxes associated with the Advvy Workflow solution in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. Availability of and changes to the Advvy Workflow solution (i) Advvy reserves the right, at its discretion, to make changes to any part of or the whole of the Advvy Workflow solution. (ii) While Advvy will use reasonable endeavours to ensure you have continuous access to the Advvy Workflow solution, Advvy does not undertake or warrant that access to the Advvy Workflow solution will be uninterrupted. (iii) You must promptly report any fault in relation to the access to the Advvy Workflow solution by email to Advvy Support at support@advvy.com. Upon receipt of a fault report, Advvy will endeavour to take all proper steps without undue delay to correct the fault. (iv) Advvy does not undertake to provide any technical or user support in relation to any hardware (including peripherals), software, products or services used by you to access the Advvy Workflow solution. (v) You acknowledge and agree that from time to time Advvy may temporarily suspend and vary the technical specifications of the Advvy Workflow solution. Content The material contained on the Advvy platform is protected by copyright. Trade marks (whether registered or unregistered) and logos must not be used or modified in any way without obtaining the prior written consent of Advvy. The website (www.advvy.com) and the products, technology and processes contained in the Advvy Workflow solution may be protected by other intellectual property rights owned by Advvy or by third parties. No licence is granted in respect of those intellectual property rights other than as set out in this EULA. Your use of the Advvy Workflow solution must not in any way infringe the intellectual property rights of any person. When you provide content via the Advvy Workflow solution, you grant Advvy a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity and database rights (but no other rights) you have in the content, in any media known now or in the future. You represent and warrant with and to us that you have all the necessary rights in and to the content you share via the Advvy platform. You may also share confidential information and data through the Advvy Workflow solution. Advvy acknowledges the confidential information and data is yours or a third-party licensor’s and, unless otherwise agreed with you, Advvy will not share, sell, licence or otherwise use that data for any purpose other than for providing the Advvy Workflow solution. Advvy takes reasonable steps to ensure the safety of that data. You can read more about it in the Security Policy. You acknowledge that Advvy employees may have access to that data for development or maintenance purposes. While we try to offer reliable data on the Advvy platform, we cannot promise that the data will always be accurate and up-to-date, and you agree not to hold our content providers or us responsible for inaccuracies in the data made available to you. You must not to remove any copyright, proprietary or identification markings included through the Advvy Workflow solution or create any derivative works. Where you submit content as part of a response to a Brief, you are granting the Contributor the right to access and use the information contained in the response for the purpose of determining whether the response fits the Brief and will be used by the Contributor in the campaign. Where a response to a Brief is approved by a Contributor for a campaign, the Contributor and Responder shall agree to an Authority to Broadcast (ATB) which shall be generated and submitted through the Advvy platform. The ATB shall act as the final contract and shall be stored within the Advvy platform. Termination You may end this EULA at any time by deleting your account. Advvy shall retain your data for six (6) months following termination to enable access to be reinstated. A Corporate User may end this EULA at any time by providing not less than thirty (30) days prior written notice to Advvy and the EULA will then finish on the last day of the calendar month following the lapse of the thirty (30) day notice period. Advvy will then disable your account and the Corporate Users’ access to the Advvy Workflow solution. (i) Advvy may terminate this EULA or stop providing access to the Advvy Workflow solution at any time where: a. it determines that there has been prolonged inactivity by you or the Corporate User; b. Advvy reasonably believes that you or a member of the Corporate User network has violated this EULA; or c. if you or the Corporate User as failed to make payment under this EULA. Nothing in this section shall affect Advvy’s rights to change, limit or stop the provision of the Advvy Workflow solution without prior notice. Indemnification and Liability Certain statutory warranties under the Australian Consumer Law will be implied for the benefit of consumers. Nothing in this EULA is intended to exclude or restrict the application of such laws but Advvy does not give any guarantee or warranties or make any representation of any kind, express or implied, with respect to use of the Advvy Workflow solution outside these laws. Subject to claims available under consumer protection laws: · Advvy is not liable to you or anyone else (including for negligence, breach of contract or tort) for any loss or damage (including specific, indirect, consequential or economic loss) however caused and which is suffered directly or indirectly in connection with the use of the Advvy Workflow solution. · Advvy is not liable for disruptions to Advvy Service. · Advvy is not liable to you or anyone else if interference with or damage to your computer systems occurs in connection with use of the Advvy Workflow solution or an external site. You must take your own precautions to ensure that whatever you select for use from Advvy Service is free of viruses or anything else that may interfere with or damage the operation of your computer systems. You and/or the Corporate User will indemnify on demand, defend and hold Advvy harmless from any and all claims, suits, actions, liabilities, expenses and costs relating to losses, claims, damages, liabilities, judgments, settlements or costs and expenses (including reasonable legal fees) against Advvy, its employees, directors or affiliates, in connection with: a. your use of the Advvy Workflow solution; or b. otherwise arising out of or in connection with your breach of this EULA. In no event shall either party be liable to the other for any indirect, incidental, consequential, special or exemplary damages, including, but not limited to, loss of profits, or loss of business opportunity, even if such damages are foreseeable and whether or not either party has been advised of the possibility thereof. In no event will Advvy’s total liability for all damages or losses in connection with this EULA including but not limited to the use of the Advvy Workflow solution exceed the amount paid by you (or the relevant Corporate User) to Advvy during the six (6) months prior to the date the cause of action arose. Nothing in this clause shall limit Advvy’s liability for death or personal injury resulting from Advvy’s negligence or for fraud or fraudulent misrepresentation. Technology For information about Advvy’s security practices please visit the Security Policy. Even though Advvy takes great care to secure the Advvy Workflow solution and provide a safe environment in which to share information, you acknowledge that: a. there are special risks attached to the transmission of information by electronic, online or similar means and that Advvy is not responsible for the loss or corruption of information in transmission by these means; and b. the software, inventions, know-how, databases, data compilations, methods, processes, designs and architecture underlying the Advvy Workflow solution are protected by intellectual property rights. You must not (and must not allow any third parties to): a. use any device, robot, spider, other automatic software or device, or any manual process, to interfere or attempt to interfere with the proper working of the Advvy Workflow solution, or to monitor use of the Advvy Workflow solution; b. take any action that imposes an unreasonable or disproportionately large load on the Advvy Workflow solution infrastructure; c. decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms or file formats or programming or interoperability interfaces of the Advvy Workflow solution (except that the foregoing restrictions shall only apply to the extent they are allowable under applicable law); d. use any network monitoring or discovery software to determine the Advvy Workflow solution architecture, or extract information about usage, individual identities or users; e. circumvent, disable, or otherwise interfere with security-related features of the Advvy Workflow solution, including any features designed to prevent, limit, or restrict use or copying of any content; or f. bypass robot exclusion headers or other similar measures Advvy may use to prevent or restrict access to, or caching of, the Advvy Workflow solution. General (i) Governing Law. This EULA shall be governed by and construed in accordance with the laws of Queensland, Australia without reference to conflicts of laws principles. All disputes that arise in connection with this EULA must be referred to a court of competent jurisdiction in Queensland, Australia which will have exclusive jurisdiction over the matter. (ii) This EULA nor the rights or obligations contained under it, may be assigned by you without the prior written consent of Advvy. (iii) Excluding payment obligations, each party will be excused from performing obligations contained this EULA while such performance is prevented by an act of God, fire, flood, earthquake, transportation disruption, war, insurrection, labour dispute, or any other occurrence beyond the reasonable control of that party. (iv) This EULA, any ATB and any purchase order document issued by Advvy contains the entire agreement between the parties relating to the use of the Advvy Workflow solution and supersedes any previous agreements or understanding whether written or oral. (v) Advvy reserves the right to modify this EULA. Any modification is effective upon posting to the Advvy website or upon distribution to you via e-mail, whichever is earlier. Your continued access or use of the Advvy Workflow solution following the effective date of notice of any modification(s) to this EULA shall be deemed an acceptance of all such modifications. (vi) If you are adhering the Advvy Workflow solution outside of Australia, you agree to comply with all local rules of your country regarding online conduct. Effective Date: 19/06/2020