PROPEL SOFTWARE END USER LICENCE AGREEMENT The use of the software as a service product known as “Propel” (“Software”) and supplied documentation (“Material”) which is owned or licensed to you by the Australian Company, RED ANALYTICS PTY LTD (ACN 605 097 318) (“Licensor”) is governed by the licence terms and conditions set out below (“this Agreement”). Without limiting the ways in which you may be bound by this Agreement, by clicking “I accept the terms of this Licence Agreement” (or similar wording) or using a similar mechanism indicating your acceptance, by signing a document in which you expressly agree to be bound by this Agreement (including a Software Purchase Agreement as described below), or by otherwise installing and/or using the Software, you (the “Customer”) will be deemed to have accepted and will be bound by the terms and conditions of this Agreement. LICENCE CONDITIONS Subject to the Customer’s compliance with this Agreement, the Licensor grants to the Customer, a non-exclusive, non-transferable, revocable licence (“Licence”) to: access and use the Software online via a website specified from time to time by the Licensor; use any app version of the Software which the Licensor publishes from time to time in one or more of the Apple Appstore, Google Play Store and/or Amazon App Store (each an “Appstore”); and have the Software used by the Customer’s Authorised Users (as described below). The term of the Licence will, subject to clause 4, be one of the following: limited to a specific period of time, which may or may not be capable of renewal (“Subscription Licence”); or limited to an evaluation term (“Evaluation Licence”). An Evaluation Licence may also be granted in relation to alpha or beta versions of the Software for the purposes of testing the Software by the Customer. An Evaluation Licence will terminate at the conclusion of the applicable evaluation term and may be limited to certain functionality or have other limitations imposed by the Licensor. The Licence will be granted directly to the Customer either by the Licensor, or by an authorised reseller of the Licensor (“Reseller”). This Agreement sets out the Customer’s usage rights in relation to the Software and forms a direct contractual relationship between the Customer and Licensor. The Customer may not sublicense, deliver, transfer or assign the Licence to any other person without the written permission of the Licensor. Unless otherwise agreed to in writing by the Licensor, the Customer may only use and access the Software via the permitted uses described in clauses 1.1(a) and 1.1(b). The Customer must not install or use the Software in any other way. SOFTWARE PURCHASE AGREEMENTS The type of Licence (being either an Evaluation Licence or Subscription Licence) which the Customer is granted will be separately agreed between the Customer and the Licensor, or the Customer and the Licensor’s authorised reseller (as applicable) (“Software Purchase Agreement”). Without limiting the forgoing, the Software Purchase Agreement may constitute a Master Services Agreement between the Licensor and the Customer, or other consulting services agreement which references this document. The Software Purchase Agreement may also specify: restrictions on which individuals, or the number of individuals (as applicable) who may access and use the Software (“Authorised Users”). If no such restrictions are specified, then the Customer’s employees, individual consultants, and subcontractors who provide goods and services to the Customer, may use the Software, but solely for the purposes of the Customer’s business or the provision of their goods and services to the Customer, but for no other purpose; any usage rights and/or usage limits in respect of the functionality of the Software (“Usage Rights”); the term of the Licence; whether the Licence is an Evaluation Licence or Subscription Licence; the provision of software support by the Licensor or its Reseller; the provision of other services by the Licensor or its Reseller (such as consulting, installation and maintenance); and any other terms governing the Licence. If there is any conflict between the Software Purchase Agreement entered into between the Customer and Licensor, and this Agreement, then the Software Purchase Agreement applies to the extent of the conflict; and however clauses 4, 5, 7, 8, 9 and 10 will prevail over any conflicting terms in the Software Purchase Agreement. ACCOUNTS AND AUTHORISED USERS The Customer and each Authorised User must set up an individual user account (“Account”) to use and access the Software. Only Authorised Users of the Customer, who have set up an Account with the Licensor or its Reseller, may use or access the Software. No other person may be granted the right by the Customer to access or use the Software. The Customer shall be responsible for each use of the Software by its Authorised Users and each act, omission or negligence of an Authorised User in relation to its use of the Software, or this Agreement, shall be an act, omission or negligence of the Customer. The Customer indemnifies the Licensor against any and all loss, cost, expense or damage suffered or incurred by the Licensor, as a result of any and all uses of the Software by the Authorised Users, and from any breach of this Agreement caused by an Authorised User. If a person has entered into this Agreement in its capacity as an Authorised User of the Customer then that person: is bound by this Agreement in its capacity as an Authorised User but also binds the Customer as agent of the Customer; has all the rights and obligations under this Agreement which are imposed on the Customer (however it may only appoint other Authorised Users of the Software who are Authorised Users of the Customer); and is bound under this Agreement as if named as the Customer. The Licensor may, from time to time, amend or place restrictions on the requirements needed to create an Account. The Customer agrees: that each Account (whether the Customer’s or each Authorised User’s) will be created using the Licensor’s or applicable Reseller’s online sign up process, or any other method specified by the Licensor from time to time; to keep confidential and secure, and to ensure that each Authorised User keeps confidential and secure, any username or password used to access the Account; to be responsible for all uses of the Customer’s Account by its employees or agents, and for each Authorised User’s use of their Account; that it warrants that all information provided by the Customer to the Licensor in the setup of its and each Authorised User’s Account is true and correct in every detail; that the Customer, and each Authorised User, will only use their Account for the purposes of using the Software in accordance with this Agreement, and for no other purpose; and that the Customer and each Authorised User will: only use the Software in accordance with the permitted uses and functionality described in its user manuals (or similar documentation) from time to time; and not use their Account in a fraudulent or illegal manner, or email, upload or send any materials from their Account which are offensive, unlawful, harassing, libellous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable. Without limiting the Licensor’s rights, the Customer acknowledges and agrees that the Licensor may suspend usage of the Customer’s and/or an Authorised User’s Account at any time in its sole and absolute discretion, if the Customer considers that: the Customer or an Authorised User is in breach of this Agreement; or doing so is required for urgent maintenance of the Software. TERMINATION This Agreement and the Customer’s rights under this Agreement may be terminated at any time by the Licensor: where the Software Purchase Agreement permits such termination; if the Customer, or any of its Authorised Users, is in breach of this Agreement, the Software Purchase Agreement or a Third Party Licence (as that term is defined in clause 10.1) and fails to remedy the breach after receiving 14 days written notice from the Licensor or its Reseller requiring the breach be remedied; or the Customer becomes insolvent, bankrupt, is wound up, or has an administrator, liquidator or receiver appointed over it or its assets. This Agreement and the Licence will automatically terminate: if a Subscription Licence is purchased, then at the end of the applicable term of that licence, if the Subscription Licence is not renewed by either party; or if an Evaluation Licence is granted, then at the end of the applicable evaluation period unless extended by agreement with the Licensor. The Customer may terminate this Agreement in accordance with its applicable termination rights specified in the Software Purchase Agreement. Upon the termination of this Agreement: the Customer will cease using the Software and will ensure that all of its Authorised Users cease using the Software; the Licensor may delete all of the Customer’s and its Authorised User’s Accounts and remotely disable the Customer’s and each Authorised User’s access and use of the Software; subject to the terms of the Software Purchase Agreement, the Licensor may delete all copies of the Customer’s Data (as that term is defined below) stored by the Software without any notification to the Customer; the Customer will delete or destroy, or where specified by the Licensor, return to the Licensor, any Material supplied by the Licensor; and nothing herein shall be construed to release either party from any obligation that arose prior to the effective date of such termination. Clauses 7, 8, 9, 10 and 12 of this Agreement will survive the termination of this Agreement. UPDATES AND UPGRADES If the Licensor releases any new version, new release or upgrade of the Software (each an “Upgrade”), and provides access and use of the Upgrade to the Customer (whether pursuant to the terms of the Software Purchase Agreement or otherwise), then this Agreement will continue to apply to the Upgrade (as if the Upgrade were the “Software”). SUPPORT SERVICES The Customer’s entitlement to software support will be as set out in the Software Purchase Agreement. LIMITATION AND IMPLIED TERMS The Customer acknowledges that the Licensor has made no warranties that the Software is error free. If the Software has been provided as part of an Evaluation Licence for testing purposes, then the Customer acknowledges that the Software may only be an alpha or beta version, and may contain errors. In such circumstances, the Customer accepts all risk in using any alpha or beta version of the Software. The Customer acknowledges that the Licensor has not made and will not make any express or implied warranties in relation to the Software or any other goods or services provided by the Licensor under this Agreement, other than those warranties expressly contained in this Agreement. Subject to clauses 7.5 or 7.6, any term that would be implied into this Agreement, including without limitation any condition or warranty, is hereby excluded. Subject to clauses 7.5 or 7.6, the Customer agrees that the Licensor will not be liable in respect of any claim by the Customer (whether contractual, tortious, statutory or otherwise) for any direct, special, incidental, indirect or consequential damages or injury including, but not limited to, economic loss, any loss of profits, contracts, revenue or data arising out of or in connection with the provision of the Software or the provision of any other goods or services under this Agreement and whether as a result of any negligence, breach or default, by the Licensor. The maximum liability of the Licensor under this Agreement for any and all breaches of this Agreement, and for any negligence in relation to this Agreement, will not exceed: the total annual licence fees paid for the Software by the Customer for the then current term of the Subscription Licence (“Subscription Price”); or if no Subscription Price is paid, AUD $10. If the Competition and Consumer Act 2010 (Cth) (or analogous legislation) applies to this Agreement and permits the limitation of liability for breach of warranty implied by statute, the liability of the Licensor is limited, at the option of the Licensor, to: in the case of goods, any one or more of the following: the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; and in the case of services: the supplying of the services again; or the payment of the cost of having the services supplied again. Any of the terms and conditions of this Agreement which limit or exclude any term, condition or warranty, express or implied, or the liability of the Licensor will apply to the extent permitted by law and will not be construed as excluding, qualifying or limiting the Customer’s statutory rights or remedies arising by virtue of the breach of any implied term of this Agreement where such exclusion, qualification or limitation would be prohibited by legislation. The Licensor provides the following notice as required by the Australian Consumer Law (which may apply to the Customer if the Customer is a “consumer” under the Competition and Consumer Act 2010): Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. INTELLECTUAL PROPERTY RIGHTS AND CUSTOMER DATA The Licensor retains ownership of the Software and Material and all present and future rights in copyright, moral rights, inventions (including patents), trademarks, designs, circuit layouts (whether or not registered or registrable) (together “Intellectual Property Rights”) which subsist in the Software and Material at all times. Apart from the Licence granted herein, all such rights are reserved by the Licensor. The Customer agrees that it will use the same degree of effort that it uses to protect its own proprietary information to maintain possession and confidentiality of the Software and Material, and to protect the copyrights, and all related technical information, data and materials supplied to the Customer by the Licensor. Subject to the Customer’s rights arising under the Copyright Act 1968 (Cth), the Customer will not copy, reproduce, modify, disassemble or reverse engineer the Software in any way without receiving written permission from the Licensor to do so. Subject to the Licensor’s Intellectual Property Rights in the Software and the Material, the Customer shall retain all Intellectual Property Rights in any information or data which the Customer or its Authorised Users upload to or store in the Software (“Customer Data”). The Customer may access the Customer Data via functionality contained in the Software. There is no obligation on the Licensor or its Resellers to backup Customer Data other than as provided by the then current functionality of the Software or as specified in a Software Purchase Agreement. The Customer acknowledges that it must maintain its own copy of the Customer Data and that the Licensor is not responsible for any loss of, or corruption to, the Customer Data. EXPORT LAWS The Licensor, its employees and its agents may be subject to export control laws of Australia, the United States or other jurisdictions that prohibit or restrict transactions with certain parties, and the type and level of technologies and services that may be exported (“Export Laws”). The Customer agrees to comply fully with all such laws and regulations of Australia, the United States and other countries to assure that neither the Software, nor any direct products thereof are exported, directly or indirectly, in violation of Export Laws, or are used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation. The Software nor underlying information or technology may be downloaded or otherwise exported or re-exported into (or to a national or resident of) Cuba, North Korea, Iran, Sudan, Syria or any other country to which Australia or the United States has embargoed goods; or to anyone on the U.S. Treasury Department's List of Specially Designated Nationals or the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List, Non-proliferation Sanctions or General Orders, or similar lists or orders in Australia or other jurisdictions. By using the Software, the Customer is agreeing to the foregoing and it is representing and warranting that it is not located in, under the control of, or a national or resident of any such country or on any such list, and that it acknowledges that it is responsible to obtain any necessary Australian or United States government authorisation to ensure compliance with such laws. COMPLIANCE WITH THIRD PARTY LICENCES The Software incorporates components licensed to the Licensor by third parties, which may be subject to their own End User Licence Agreements (“Third Party Licences”). The Customer agrees that the use of the Software, in addition to this Agreement, will be governed by any terms and conditions specified by any Third Party Licence that applies to the Software, including but not limited to those appended to this Agreement. The Customer agrees to be bound by and observe all terms and conditions of any Third Party Licence and acknowledges that any breach of a Third Party Licence will entitle the Licensor to terminate the Licence and exercise its rights under clause 4. AMENDING THIS AGREEMENT Subject to the terms of the Software Purchase Agreement, the Licensor may amend any of the terms of this Agreement by providing written notice to the Customer of such amendments and/or displaying such amendments or an amended copy of this Agreement to the Customer during its use of the Software. Without limiting the methods by which the Customer may accept such amended terms, the Customer acknowledges and agrees that its, or any of its Authorised Users ongoing use of the Software, after the Customer or any of its Authorised Users are made aware of any amended terms to this Agreement will constitute the Customer’s acceptance of such amended terms. If the Customer does not agree to any amendments made by the Licensor to the terms of this Agreement, then the Customer must immediately cease all use of the Software. If the Customer has pre-paid any Subscription Licence at the time it ceases such use then it should contact the Licensor to determine whether it is eligible for a refund of any unused proportion of the pre-paid Subscription Licence. MISCELLANEOUS In the interpretation of this Agreement, unless the contrary intention appears: a reference to this Agreement means a reference to an agreement between the Licensor and the Customer on the terms and conditions of this document and includes an amendment or supplement to, or replacement or novation of this Agreement; a reference to a person includes a reference to a corporation, firm, association or other entity, and vice versa; the singular includes the plural and vice versa; a reference to any gender includes a reference to all other genders; a reference to any legislation or to any provision of any legislation includes a reference to any modification or re-enactment of or any provisions substituted for such legislation or provisions; an agreement, representation or warranty made by two or more persons is made by them jointly and by each of them severally; where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; and headings are inserted for convenience only and do not affect the interpretation of this Agreement. Unless otherwise requested in writing by the Customer, the Licensor may use the Customer’s corporate identity (if applicable) as part of promoting the Software in the market place. This Agreement supersedes all prior representations, arrangements, understandings and agreements between the parties relating to the subject matter of this Agreement and sets forth the entire and exclusive agreement and understanding between the parties relating to the subject matter of this Agreement. A provision of or a right created under this Agreement may not be waived except in writing signed by the party or parties to be bound by the waiver. No single or partial exercise by any party of any right, power or remedy under this Agreement will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies provided in this Agreement are cumulative with and not exclusive of any rights, powers or remedies provided independently of this Agreement. If any provision of this Agreement is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this Agreement to the intent that the invalid or unenforceable provision will be treated as severed from this Agreement. The Licensor may assign, novate or otherwise transfer its rights and obligations that arise under this Agreement. The Customer may not assign its rights or obligations that arise under this Agreement without the prior written consent of the Licensor (which may be withheld). The parties acknowledge and agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or part of it. This Agreement is governed by, and must be construed in accordance with, the laws of the State of Victoria Australia and the parties irrevocably submit to the exclusive jurisdiction of the courts of the State of Victoria, Australia.