flusso MASTER SERVICES AGREEMENT
TERMS & CONDITIONS

This Master Services Agreement specifies the Terms & Conditions under which Customer may subscribe to certain Services, request custom software products, and/or order services from flusso Pty Ltd (“flusso”).

1.	SERVICES
(a)	flusso will provide standard and/or custom services (collectively, the “Services”) to Customer pursuant to a Schedule describing the Services (“Schedule”), in each case subject to the terms and conditions of this Master Services Agreement (this Master Services Agreement, together with all Schedules are collectively referred to as the “Agreement”).  The term “Deliverable” means all works of authorship, programs, code, processes, tools, reports, manuals, supporting materials, drawings, diagrams, flowcharts, and concepts, created by flusso for Customer during the Term of this Agreement, other than Custom Deliverables.  The term “Custom Deliverable” means all works of authorship, programs, code, processes, tools, reports, manuals, supporting materials, drawings, diagrams, flowcharts, and concepts that are specified as being created by flusso specifically for Customer and which are not applicable to flusso’s customer base generally.
(b)	Customer agrees, at its expense, to make its personnel and/or third-party vendors available as reasonably necessary for flusso to complete any of the Deliverables/Custom Deliverables or provide the Services.  Customer further agrees to allow flusso reasonable access to Customer’s (i) premises and information and materials as requested by flusso and (ii) systems, software and databases, to enable flusso to provide the Services and the Deliverables/Custom Deliverables.  Customer acknowledges and agrees that flusso’s ability to provide the Services and the Deliverables/Custom Deliverables in accordance with the terms of this Agreement is dependent upon and subject to Customer’s timely performance of its obligations under this Agreement.

2.	OWNERSHIP of flusso IP
(a)	Except as set forth in Section 3 below, the parties agree that flusso shall exclusively own and retain all Intellectual Property Rights in and to “flusso IP”, defined as the (i) Services; (ii) Deliverables; (iii) all works of authorship, programs, software, code, source code, system design, processes, tools, reports, manuals, supporting materials, drawings, diagrams, flowcharts, business, templates, documents, materials, technology, trademarks, trade secrets, website(s), modifications, updates and enhancements and concepts (“Works”), any of which existed prior to the Effective Date of this Agreement, whether created by or for flusso (“Pre-Existing Materials”); (iv) any and all Works that are developed by flusso or jointly by Customer and flusso other than Works relating to the Custom Deliverables; and (v) any and all Works developed by Customer that are derived from or that incorporate the Services, Deliverables, or Pre-Existing Materials, including all feedback provided by Customer regarding usability, performance, effectiveness, enhancements, or bugs and all fixes and enhancements based on such feedback, but for the avoidance of doubt not including Works relating to the Custom Deliverables.  To the extent flusso is not automatically deemed to be the author, inventor or owner of any Flusso IP, Customer agrees to assign and hereby assigns, all right, title and interest it may have in any flusso IP to flusso, and agrees to execute all documents necessary to effect flusso full ownership in and to all flusso IP.  Customer appoints flusso its attorney in fact to execute such documents, which appointment is coupled with an interest and is therefore irrevocable.  The term “Intellectual Property Rights” means copyrights, trademarks, service marks, trade secrets, know-how, patents, patent applications, moral rights, contractual rights of non-disclosure or any other intellectual property or proprietary rights, however arising, throughout the world.
(b)	License Grant.  flusso grants Customer a non-exclusive, non-transferable, limited license to use the flusso IP only for the purpose of receiving the Services and/or utilising the Deliverables in accordance with the terms of this Agreement and each Schedule.
(c)	Limitations on Use.  Except as otherwise expressly provided in this Agreement, no other license or right shall be deemed granted or implied with respect to the flusso IP.  Except as otherwise expressly allowed in this Agreement, Customer shall not (i) use, distribute, sell, sublicense or disclose any of the flusso IP without written authorisation of flusso; or (ii) reproduce, modify, prepare derivatives of, reverse assemble, reverse compile or otherwise reverse engineer the flusso IP.  Flusso and its licensors retain all rights not so granted. 

3.	CUSTOMER RIGHTS.  Customer exclusively owns and retains all right, title, and interest in and to (i) the Custom Deliverables (but not the Intellectual Property Rights relating to flusso’s creation of such Custom Deliverables, including the templates and methodologies for such Custom Deliverables, all of which are flusso IP); (ii) its business, technology, trademarks, and other Intellectual Property Rights in materials that are developed and owned by Customer prior to the Effective Date of this Agreement; and (iii) any and all Works that Customer develops independently or that are not derived from or incorporate the Services, Deliverables, or Pre-Existing Materials (collectively, “Customer Materials”).  Customer grants to flusso a non-exclusive, fully paid license (A) to use, reproduce, distribute and prepare derivatives of the Customer Materials for purposes of performing the Services and creating Deliverables/Custom Deliverables, and (B) to collect, analyse and prepare derivatives of non-personally identifiable data resulting from Customer’s use of the Services and to use and distribute such non-identifiable data on an aggregate basis with data from other customers as long as flusso does not disclose Customer’s identity or the identity of persons associated with Customer.

4.	CONFIDENTIALITY
(a)	As used herein, the term “Confidential Information” means all non-public information disclosed directly or indirectly by one party (including its employees, agents and representatives, the “Disclosing Party”) to the other party (“Receiving Party”) in connection with the transactions contemplated by this Agreement (including the pricing, terms and conditions of this Master Services Agreement and each Schedule), whether furnished before or after the date of this Agreement, and whether written, oral or in electronic form.  The term Confidential Information does not include information that (i) is now (or hereafter becomes) generally available to the public other than as a result of a disclosure by the Receiving Party in violation of this Agreement; (ii) is lawfully received by Receiving Party on a non-confidential basis from a third-party that is not bound by a confidentiality obligation; and (iii) is independently developed by employees or agents of the Receiving Party who have not had, either directly or indirectly, access to or knowledge of the Confidential Information.
(b)	Each Receiving Party hereby agrees that it will preserve the confidentiality of the Confidential Information and that it will not, directly or indirectly, disclose the Confidential Information or use the Confidential Information or any part thereof in a manner detrimental to the other party or for any purpose other than as necessary for the Receiving Party’s performance of its obligations under this Agreement.  The Receiving Party may disclose the Confidential Information to its employees and representatives but only to the extent that they (i) need access to the Confidential Information for the performance of its obligations under this Agreement, and (ii) have been informed of the confidential nature of the Confidential Information and have agreed to be bound by the terms hereof.  Each Receiving Party hereby agrees to be responsible for any breach of Section 4 by its employees and representatives.
(c)	If Receiving Party is requested by a court, governmental entity or other third-party to disclose any Confidential Information, it will promptly notify Disclosing Party to permit Disclosing Party to seek a protective order or take other appropriate action and will assist in such activities.  Receiving Party shall only disclose the part of the Confidential Information as is required by law to be disclosed and Receiving Party will use its best efforts to obtain confidential treatment therefor.
(d)	Receiving Party acknowledges that the Confidential Information is the exclusive property of and belongs solely to the Disclosing Party and shall not claim otherwise for any purpose.
(e)	Upon request from the Disclosing Party, the Receiving Party (i) will promptly return all written Confidential Information furnished to it, (ii) will destroy and permanently delete all documents, memoranda, notes and other records (regardless of form and including all copies thereof) that reflect, or were prepared on the basis of, the Confidential Information and will certify such destruction in a certificate signed by an officer who has personally supervised such destruction, and (iii) will not retain any copies, extracts, or other reproductions in whole or in part.
(f)	Each Receiving Party acknowledges and agrees that its confidentiality obligations are of a unique character, that any breach or threatened breach of Section 4 will cause irreparable material injury to the Disclosing Party, that monetary damages would not be a sufficient remedy for any breach of Section 4 and that, in the event of any breach or threatened breach, in addition to all other applicable rights and remedies hereunder or at law, the Disclosing Party shall be entitled to specific performance and equitable relief (including without limitation a temporary restraining order and injunctive relief), without being required to prove damages or furnish any bond or other security.

Licenses granted on a subscription basis expire at the end of the applicable subscription period set forth in the Order, unless renewed. All other licenses become perpetual upon payment in full.

5.	TERM AND TERMINATION. 
(a)	Term.  The term of each Schedule shall be as set forth on a subscription basis and expire at the end of the applicable subscription period set forth in the Order, unless renewed.  This Agreement shall commence as of the Effective Date, and remain in effect until all Schedules have terminated, unless earlier terminated as set forth herein. The termination of any Schedule shall not cause the termination of any other Schedule or of this Agreement. 
(b)	Termination for Cause.  Either party may terminate this Agreement and/or any Schedule upon written notice of termination if the other party: (1) defaults in the performance of or breaches any material requirement or obligation created by this Agreement, which default or breach is not cured within thirty (30) days following the defaulting or breaching party’s receipt of written notice of default; (2) ceases doing business in the normal course; (3) is the subject of any state or federal proceeding (whether voluntary or involuntary) relating to its bankruptcy, insolvency or liquidation that is not dismissed within ninety (90) days; or (4) makes an assignment for the benefit of creditors or a receiver is appointed for a substantial part of the other party’s assets.  If either party terminates this Agreement for cause, as set forth above, then all Schedules to this Agreement shall also immediately terminate.  Payment obligations of accrued amounts for Services rendered, service obligations in relation to amounts paid, and any claims relating to this Agreement shall survive any termination of a Schedule.
(c)	Effects of Termination; Survival.  Upon termination of this Agreement, all rights and licenses granted hereunder shall cease, except as otherwise provided in this Agreement.  Upon termination for any reason (other than breach by flusso), all payments due through the remainder of the Term of any Schedule will accelerate and become immediately due and payable.  Those provisions of this Agreement which, by their nature, are meant to survive termination shall so survive, and include without limitation provisions related to ownership of intellectual property, confidentiality, indemnification, limitation of liability, warranties and representations, governing law and venue, payment and non-solicitation.

6.	FEES AND PAYMENT TERMS.  Unless otherwise stated in an Order, Customer shall pay Microsoft, who will invoice and charge Customer under the terms of the Microsoft Commercial Marketplace Terms of Use and applicable Order. Customer agrees to pay all attorneys’ fees and/or collection costs incurred by flusso in collecting any past due amounts from Customer.

7.	REPRESENTATIONS AND WARRANTIES. 
(a)	Each party warrants and represents at all times that it has the right, power and authority to enter into this Agreement and each Schedule, and it is duly organised, validly existing and in good standing under the laws of the state of its incorporation or formation.
(b)	flusso represents that, to the best of its knowledge, the flusso IP, including the flusso application, do not infringe on any valid and enforceable Intellectual Property Right of any third party.
(c)	Customer represents that with respect to any third-party advertising materials (“Third Party Materials”) that are delivered to flusso, Customer has obtained the right to use the Third Party Materials, and that flusso use of such Third Party Materials will not infringe the Intellectual Property Rights of any third party. 
(d)	Customer represents that the Customer Materials do not infringe on, violate or misappropriate any valid and enforceable Intellectual Property Rights of any third party.

8.	INDEMNIFICATIONS.  Each party will indemnify, defend and hold harmless the other party and that party’s officers, directors, employees, successors and assigns (the “Indemnified Parties”) from and against any losses, liabilities, damages, fines, penalties, settlements, liens, judgments, costs and expenses, including reasonable attorney fees, and interest (including taxes) resulting from, arising out of, or relating to: (i) any breach by that party of any of its obligations or representations hereunder, or (ii) injury or death, or damage to any property caused by or arising from the negligent acts or omissions of that party.  flusso shall have no indemnification obligation to Customer with regard to any claim to the extent that the claim or allegation is based on: (1) a violation by Customer of this Agreement; or (2) the inclusion of any Customer Materials in any flusso IP.  Customer shall have no indemnification obligation to flusso with regard to any claim to the extent that the claim or allegation is based on a violation by flusso of this Agreement. Indemnification hereunder shall be subject to the Indemnified Party promptly giving the indemnifying party notice of a claim for indemnification and providing assistance as reasonably requested by the indemnifying party.

9.	WARRANTY DISCLAIMER AND LIMITATION ON LIABILITY.  EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT (INCLUDING ALL SCHEDULES AND EXHIBITS), NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY THAT ANY SERVICE OR DELIVERABLE WILL MEET ALL NEEDS AND EXPECTATIONS.  EXCEPT FOR LIABILITIES RELATING TO INFRINGEMENT, MISUSE OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY OR CONFIDENTIAL INFORMATION AND FOR LIABILITIES RELATING TO A PARTY’S DUTY TO DEFEND THE OTHER PARTIES AGAINST THIRD-PARTY CLAIMS UNDER SECTION 8 (AND TO PAY SETTLEMENTS, JUDGMENTS AND DAMAGES TO THE THIRD PARTIES BRINGING SUCH THIRD-PARTY CLAIMS), IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS AND LOST OPPORTUNITIES), EVEN IF SUCH PARTY IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) DAMAGES IN EXCESS OF AN AMOUNT EQUAL TO THE TOTAL SUM PAYABLE BY CUSTOMER TO flusso DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE LIABILITY AROSE.  

10.	MISCELLANEOUS.
(a)	Governing Law and Venue.  This Agreement will be governed and interpreted in accordance with the laws of the State of Western Australia without reference to conflicts of laws principles. Jurisdiction and venue for all disputes hereunder shall be in Perth, Western Australia, Australia and the parties hereby irrevocably consent to such jurisdiction and venue. 
(b)	WAIVER OF JURY TRIAL.  THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES OR DELIVERABLES PROVIDED HEREUNDER.
(c)	Notices.  Notices and communications hereunder shall be in writing and deemed served when received by hand delivery, certified mail (return receipt requested), by recognised overnight courier, or by facsimile (electronically confirmed and followed up immediately by standard mail), to an officer of the other party.
(d)	Entire Agreement.  This Agreement, including any Schedules, is the entire agreement of the parties, represents the complete integration of the parties’ agreement, and supersedes all prior agreements and communications between the parties with respect to the subject matter of this Agreement (including all prior non-disclosure and confidentiality agreements signed by the parties in anticipation of the business relationship described in this Agreement).  In the event of an inconsistency, ambiguity, contradiction or conflict between the terms of this Agreement, its Schedules, any amendments to any of the foregoing and any Change Orders, the order of preference is: (i) the terms of any amendment to this Agreement, (ii) then the terms of this Agreement, unless expressly overridden by a Schedule; (iii) then the terms of the Schedules to this Agreement.
(e)	Interpretation.  The parties acknowledge and agree that (i) each party and its counsel have reviewed the terms and provisions of this Agreement and have contributed to its revision, (ii) the normal rule of construction, to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of it, and (iii) the terms and provisions of this Agreement shall be constructed fairly as to all parties hereto and not in favor or against any party, regardless of which party was generally responsible for the preparation of this Agreement.  All references to a number of days mean calendar days, unless stated otherwise. 
(f)	Severability; Modification.  If any provision of this Agreement shall be held invalid, illegal or unenforceable, the remaining provisions shall not be affected or impaired.  This Agreement may be modified only by a written agreement executed by an authorised representative of the party against whom the modification is asserted.  No documents exchanged or course of dealings by the parties shall modify the terms of this Agreement unless in writing signed by an authorised representative of both parties.
(g)	No Waiver.  The failure of a party to exercise any right or privilege arising out of this Agreement shall not preclude it from requiring that the other party fully perform its obligations or preclude it from exercising such a right or privilege at any time.
(h)	Assignment.  This Agreement shall not be assigned or transferred in whole or in part by either party without the prior written consent of the other, provided that either party may assign this Agreement upon written notice to the other party and without requiring any consent from the other party in connection with a public offering of its securities or in a sale of all or substantially all of its assets to which this Agreement relates or by way of merger, consolidation, or similar transaction.  Any purported assignment or transfer in violation of this paragraph shall be void.  Nothing in this Agreement shall be construed as permitting a trustee or purchaser in bankruptcy to assume this Agreement without the written consent of the other party.  Subject to the foregoing restrictions, this Agreement will bind and benefit the parties and their successors and permitted assigns. 
(i)	Force Majeure.  Except for the obligation to pay sums due hereunder, neither party shall be responsible for defaults, delays or failures in performance of this Agreement (including, without limitation, technical malfunctions, telecommunication or internet outages or problems, computer errors, or corruption or loss of information) resulting from acts, events, circumstances or causes beyond its control.
(j)	Use of Name.  Either party may use the other party’s name and logo in its marketing collateral, websites, and promotional materials to identify Customer as a customer of flusso and vice versa.
(k)	Non-Solicitation.  During the term of this Agreement and for a period of one year after termination of this Agreement, Customer hereby agrees that it and its affiliates shall not, directly or indirectly, solicit, discuss employment or consultancy with, or hire any employee or consultant of flusso or its affiliates.
(l)	Competition.  Customer acknowledges and agrees that flusso may, without limitation, accept subscriptions from or grant licenses to other persons, firms, corporations, or other entities, including entities that compete with Customer, for Services and products, on any terms flusso deems appropriate. 
(m)	Headings.  Any headings are solely for convenience or reference and shall not affect the meaning or construction of this Agreement.
(n)	Counterparts.  This Agreement may be executed in several counterparts, each of which will be deemed to be an original, all of which, when taken together, shall constitute one and the same instrument. 


flusso PROFESSIONAL SCHEDULE
Product Edition selected:	Data Coalitions Professional Edition

Term
Licenses granted on a subscription basis expire at the end of the applicable subscription period set forth in the Order. 
flusso Professional Edition Software Base Fee (Annually)	(see Microsoft portal for final fee)
Number Admin Users	                  	    		  5
Number Licensed Account Users	          	10
Number Data Contracts	                          	50
Number of Entities	                                   	  1
 
This ‘flusso Schedule dated as of the date of signing (the “flusso Schedule”) is subject to the Master Services Agreement and Terms of Service attached hereto (“Terms of Service”).  All capitalised terms that are not defined herein shall have the meanings set forth in the Terms of Service.  If there is a conflict between the terms and conditions of the Terms of Service and this Schedule, the Terms of Service shall govern unless explicitly stated otherwise herein.  
1.	Definitions.
(a)	“Data Coalitions Readiness Assessment (DCRA)” means the pre-implementation configuration services of the Data Coalitions Edition as described in a Statement of Work governed by the Terms of Service.
(b)	“flusso Software Activation Date ” means the date when the Services are available for use by the Customer in a production environment.
(c)	“‘flusso Edition” means the SaaS software which allows Customer to transmit, organise, and control the management of data and information, as further described online at https://app.datacoalitions.com/editions, plus any updates, new versions and enhancements added by ‘flusso from time to time.
(d)	“‘flusso Site” means the Internet website located at the URL www.flusso.world, or such other URL or Application address as identified by flusso from time to time.
(e)	“Services” under this Schedule means providing and licensing ‘flusso Edition to Customer as a hosted computer application software system, with a location that enables connection to or transfer of data to ‘flusso of a customers content (Data).
(f)	“Entity” means a single (one) specific registered business entity to which all Customer data sharing contracts will be issued from.
(g)	“Coalition Data Contract” means specific attributes or characteristics identified as a ‘Published’ Coalition Data Sharing Agreement available to 1 or more other parties.
(h)	“Users” means all personnel (employees, agents, contractors, officers and subcontractors) of Customer who are authorised by Customer to use the Services and who have been supplied with approved identifications by Customer.
2.	License.  flusso hereby grants to Customer, for the Term of this Schedule, a limited, non-exclusive and non-transferable license to allow Users to access the Services through the flusso Site.  Customer may only allow the number of Users set forth above to access the Services.  On the flusso Software Activation Date, Customer may only allow the number of Users set forth in the table above to access the Services.  Customer Admin may add, replace or substitute Users at any time after the flusso Software Activation Date by submitting a request to https://app.datacoalitions.com/support, notifying flusso that Customer wishes to add, replace or substitute Users.  Additional Users will result in additional charges in accordance with Section 7(c).  User may not share unique user identifications or passwords, and Customer is responsible for maintaining the confidentiality and integrity of Users’ access identifications and passwords.  flusso may terminate any User’s access to flusso Site if flusso, in its sole discretion, determines that such User has (i) copied flusso or any portion thereof, (ii) hacked or otherwise accessed or used the Services or its data or any portion thereof (including the underlying technology) except through a standard Web browser and the Site as described in flusso User materials, or (iii) otherwise taken any action that would be considered a violation of this Schedule or the Terms of Service.
3.	flusso Site Control.  Customer acknowledges and agrees that the Services constitute both “Confidential Information” and “flusso IP,” as defined in the Terms of Service.  Subject to the limited license granted to Customer by flusso under this Schedule, flusso reserves all of its right, title and interest in the Services and any and all Intellectual Property Rights in or in connection with the flusso Site and the Services.  flusso retains exclusive editorial control over the flusso Site and the Services and may make administrative or operational decisions it deems necessary or helpful in the normal course of business.
4.	General Support and Maintenance. flusso shall provide general support, maintenance and technical support as set forth in the Service Level Terms, which can be found online at https://app.datacoalitions.com/sla/microsoft/datacoalitions/professional
5.	Technical Support.  Customer can contact flusso for resolution of service availability and for technical issues through flusso’s online support portal located at https://app.datacoalitions.com/support.  Customer may appoint only three individuals who are authorised to call or contact flusso for technical questions, support and maintenance.  Further instructions on how to access support channels, ticket logging procedure, and flusso’s support policies and processes are set forth in flusso’s support guides available on the Data Coalitions website.
6.	Term.
(a)	The term of this Schedule shall be from the execution of this Schedule for the duration (“Term”) of the Order, from the Software Activation Date and for any annual period thereafter as selected by the Customer in the Order.
7.	Fees and Expenses.
(a)	Software Total Annual Fees. Customer will pay the Total Annual Fee in a single annual instalment (in currency and $Value) stated in the Order, and apply for each annual period of the contract duration stated in the Order. 
(b)	Payment Terms.  All Fees will be paid in Customers Local Currency selected in their Order in accordance with the Microsoft Commercial Marketplace Terms of Use.  All payment obligations are non-cancelable, and all fees paid are non-refundable.
8.	Ongoing Partnership
In exchange for the favorable terms in this Schedule, Customer agrees to participate in flusso’s customer reference program, including the following joint marketing activities including four or more of the following:
(a)	Press release announcing selection of flusso upon signing this Schedule, and approval to use the Customer brand within flusso collateral including print, digital or presentation mediums.
(b)	Case study participation within 120 days after the Software Activation Date.
(c)	Brief video testimonial on the selection and usage of flusso.
(d)	Be a featured speaker with a flusso executive or on flusso’s behalf at an industry event within 6 months after the Activation Date.
(e)	Use of quotes from the Customer in marketing collateral.
(f)	Participation in research initiatives, such as focus groups and surveys.
(g)	Participation in flusso Customer Reference program.

 


EXHIBIT A
Service Level Agreement
 
This Service Level Agreement (the “SLA”) is Exhibit A to the flusso Schedule Professional version by and between flusso and Customer dated as (the “Schedule”).  Capitalised terms not otherwise defined herein shall have the meaning set forth in the Schedule.
1.      Service Availability
a.      Service Availability.  “Service Availability” exists only for that period when both (i) the Services may be accessed and used by the Customer, as measured by an external service provider according to its current standards, which shall in no event be less than commercially reasonable, and 
(ii) no “Service Unavailability” exists (as set forth in Section 2.e, below).
b.      Service Availability Commitment.  “Service Availability Commitment” means that Service Availability will be at least ninety-nine and four tenths per cent (99.4%) each calendar month (references herein to a “calendar month” shall as applicable include any partial calendar month during the Term). 
c.      Service Availability Credits.  If flusso fails to meet the Service Availability Commitment during any calendar month, Customer will receive a credit (the “Service Availability Credit(s)”) according to the following chart:
Service Availability	                Credit % of Monthly Minimum Fee
Less than 99.5% to 95.5%	10%
Less than 95.5% to 90%	        12%
Less than 90%	                        15%
d.      Exclusions.  The calculation of Service Availability shall exclude Scheduled Maintenance, Non flusso System Outages, and force majeure events.  “Scheduled Maintenance” means, unless otherwise agreed by Customer in writing, maintenance (including releases) resulting in cessation of Service Availability that 
(i) is conducted upon not less than five (5) business days notice to Customer, and 
(ii) occurs during the hours from Saturday at 7:01 PM AEST to Sunday at 07:01 PM AEST.  
"Non flusso System Outages" means cessation of Service Availability caused solely by 
(i) Customer's systems or 
(ii) the failure of those third party networks engaged directly by Customer (e.g. Customer’s own ISP but not flusso’s ISP, etc.).
2.      Issue Management and Resolution
a.      Certain Definitions and Terms
i)       A “Permanent Resolution” is a complete and permanent resolution to an Issue which is implemented and supported directly by flusso.
ii)      A “Workaround” is an interim resolution to a Priority Level 1 or Priority Level 2 Issue which is implemented and supported directly by flusso but does not require significant Customer resources to implement or support.  flusso shall not be obligated to provide a Workaround for a Priority Level 3 Issue.
iii)     An Issue is “Resolved” upon the implementation of a Permanent Resolution and is “Downgraded” to a lower Priority Level upon the implementation of a Workaround.
iv)     A “Security Incident” exists so long as flusso’s systems and/or networks supporting the Services and/or Customer Data (i) are breached or compromised by a third party or unauthorised user, or (ii) are subject to a known vulnerability (e.g., password protection has failed and therefore unauthorised users can access the system).  flusso shall notify Customer of a Security Incident as soon as practicable after learning of its existence and without undue delay.  In the event of any inconsistency between the terms of this definition and any other terms herein, the terms of this definition shall control.
v)      An “Issue” is a problem, event, occurrence or other situation or circumstance that creates or contributes to any impairment of the Services and/or Customer Data.
vi)     A “Non-Issue” is a problem, event, occurrence or other situation or circumstance that does not create or contribute to any impairment of the Services and/or Customer Data.  By way of example, a “Non-Issue” includes User suggestions or complaints regarding aesthetics (such as suggestions for improvements in the appearance of the user interface); inquiries regarding a technical problem (such as application capabilities, navigation, installation or configuration; visual inconsistencies in the UI; and typographical or grammatical formatting error
b.      Issue Table.  The table in Section 2.c below classifies the priority levels (each a “Priority Level”) and the associated Issue description (the “Issue Description”), deadline to acknowledge the Issue (the “Acknowledgement Deadline”) and deadline for the Issue to be Resolved or Downgraded, as the case may be (the “Resolution Deadline”).  The applicable deadline(s) is measured from and after the time an Issue ticket is first submitted by Customer or, in the case where an Issue is Downgraded, from and after the time it is Downgraded as recorded in the Issue ticketing system.[1]
Classification	          Priority Level	                        Issue Description	                                                                           Acknowledgement Deadline	            Resolution Deadline
1	                          High	                               ● Services are not Usable                                                                    15 Minutes (24/7)                 	            2 hrs (24/7)
                                                                               ● Security Incident
                                                                               ● Integrity of Customer’s Data is significantly impaired
                                                                               ● An Issue that prevents Customer from conducting business
                                                                               ● flusso system upgrades and changes impair the customers ability to import / export data via API’s to and from integrated business systems	

Classification	          Priority Level	                        Issue Description	                                                                                                                     Acknowledgement Deadline	            Resolution Deadline
2	                          Medium	                               ● An Issue that has a material adverse effect on Customer’s ability to conduct business           1 Hour (24/7)                 	                    16 hrs (24/7)
	                                                                       ● Major functionality or core business workflow is impacted
Issue is persistent and affects many Users

3 Classification	  Priority Level	                        Issue Description	                                                                                                                     Acknowledgement Deadline	            Resolution Deadline
	                          Low	                               ● An Issue that may not reasonably be classified as Priority Level 1 or 2                                    48 Hours                         	                    16 hrs (24/7)
                                                                                                                                                                                                                                    (during the hours of 9am to 5pm AEST  flusso will endeavor to include in next release, if practicable
4 Classification	  Priority Level	                        Issue Description	                                                                                                                     Acknowledgement Deadline	            Resolution Deadline
	                          Low	                               ● An Non-Issue                                                                                                                             48 Hours                         	                    flusso will endeavor to include in next release, if practicable


[1] For example, if an Issue ticket is submitted for a Priority Level 2 Issue on Friday at 7:00 am AEST the Acknowledgment Deadline is that same Friday at 8:00 am AEST (thirty minutes later).

c.      Points of Contact and Escalations.  The initial contacts and escalation contacts are set forth in the table below.  For Priority Level 1 Issues, Customer will reasonably cooperate with flusso to further identify and investigate the Issue and consider how it may be Resolved.  flusso will interface with any third-party hardware and software vendors identified by Customer in furtherance thereof.
Escalation Level	                                                        Name / Title	        Contact Information
1st  Point of Contact
(During flusso business hours)	Support Engineer	 support@flusso.world
2nd  Point of contact
(After flusso business hours)	        Support Centre         support@flusso.world
1st Escalation	Account Manager	                                Account Manager     accountmanagement@flusso.world
2nd Escalation	VP Account Management	                VP Accounts             VPAccountManagment@flusso.world
3rd Escalation	CRO	                                                        CRO                          CRO@flusso.world
d.      Monitoring; Reporting and Record-Keeping.  At all times during the Term, flusso will: employ a first-class Issue ticketing system; Issue ticketing system available online to Customers 24/7, in a form and manner that enables Customers to access all of the Issue Data
e.      Service Unavailability. If the system is available however experiencing "High Priority" Issues, the system shall be considered unavailable. The period of time shall be considered as “Service Unavailability” till such time as the Issue is Resolved or Downgraded.
f.       Termination Rights.   If Service Availability falls below 90.0% in 2 consecutive months or falls below 90.0% in any 3 months within a trailing 12-month period, then in each case it shall be an uncurable material breach of the Schedule by flusso and Customer may, in its sole and absolute discretion and without any right of flusso to seek to cure, terminate the Schedule effective immediately upon notice, with no penalty to Customer or further Customer obligation to flusso.  Customer’s termination of the Schedule pursuant to this Section 3 shall be without prejudice to its rights and remedies, including, without limitation, its right to seek damages resulting from flusso’s breach and termination of the Schedule and its right to receive Transition Services.
3.      Security.  flusso will take appropriate security measures that are required by Data Protection Laws and in accordance with good industry practice relating to data security.
b.      Security and Processing Controls.  flusso shall maintain commercially reasonable standards and procedures to address the configuration, operation, and management of systems and networks (including flusso's proprietary technology and third-party technology) and services, and Customer Data.  Such standards and procedures shall include commercial or professional-grade (a) security controls, (b) identification and patching of security vulnerabilities on a commercially reasonable schedule, (c) use of anti-virus software and current virus definitions, (d) change control processes and procedures, (e) problem management, and (f) incident detection and management.
c.      Notification Obligations.  Commencing with the Software Activation Date, flusso shall, by telephone and e-mail, notify Customer of primary and backup contact personnel for information security issues.
d.      Notice of Claims.  flusso shall notify Customer of the following events without undue delay, as soon as practicable after the event:
i)       Determined in flusso's reasonable discretion, suspected breaches or compromises of Customer Data or flusso's systems or networks (including the copies of flusso’s proprietary technology and third-party technology installed thereon) that directly support Customer Data, or claims or threats thereof made by any personnel or external person (notice to be provided by email or telephonically)
ii)      flusso's non-compliance due to willful misconduct or gross negligence, with any requirement under the information security requirements of this SLA
e.      Adherence to Information Security Standards/Protocols.  Upon Customer's written request, flusso shall adhere to reasonable Customer information security standards/protocols to be provided to flusso in advance and in writing in addition to those specified under this Section, unless such request would result in a commercially unreasonable burden to flusso.  Any and all work required to comply with such Information Security Standards/Protocols shall be pursuant to a Change Order to be concluded between the parties.  However, in the event that such request would result in a commercially unreasonable burden to flusso, according to the following provisions: 
(i) flusso and Customer will promptly meet and attempt to find a commercially reasonable resolution that addresses Customer's security needs in all material respects; and 
(ii) if Customer and flusso are not able to reach such a resolution after good faith efforts on both sides, which will, at a minimum, include escalation on both sides to senior management, then 
(iii) Customer may, in its sole and absolute discretion and without any right of flusso to seek to cure, immediately terminate the Schedule with no penalty or obligation to flusso and without prejudice to all other rights and remedies of Customer.  It is explicitly understood that such termination is not based on any breach by a Party.
f.       Information Security Policies and Procedures.  If flusso needs to access Customer Data, flusso shall ensure all personnel directly involved with Customer Data or flusso's systems or networks (including the copies of flusso's proprietary technology and third-party technology installed thereon) that directly support Customer Data are made aware of, trained in, and are required to adhere to security policies and security practices pertaining to the handling of Customer Data.
g.      Information Security Assessments of flusso Resources; Remedial Action.  Upon sixty (60) day written notice, and reasonable coordination in advance with flusso, flusso shall permit information security assessments to be performed by Customer (or Customer's representatives), at Customer's sole expense, on flusso-owned, leased and/or operated resources, networks, services, software, data, information or equipment. Such performance and access to flusso's resources and information shall be subject to flusso's customary confidentiality agreements and procedures.  Customer shall also have the right to conduct such an assessment on flusso 's subcontractors as Customer may select, to be performed by Customer on subcontractor-owned, leased and/or operated resources, networks, services, software, data, information or equipment.  After each assessment, or in the event of the identification of any material security-related risk to the Customer's data by flusso or Customer, flusso and/or its affected subcontractor shall take such remedial action as Customer may reasonably request based on commercially reasonable practices and the results of such assessment, audit or risk identification, pursuant to a Change Order to be concluded between the parties.  However, in the event that such request would result in a commercially unreasonable burden to Flusso or its subcontractors, according to the following provisions: 
(i) flusso and Customer will promptly meet and attempt to find a commercially reasonable resolution that addresses the security-related risk(s) in all material respects; and 
(ii) if Customer and flusso are not able to reach such a resolution after good faith efforts on both sides, which will, at a minimum, include escalation on both sides to senior management, then 
(iii) Customer may, in its sole and absolute discretion and without any right of flusso to seek to cure, immediately terminate the Schedule with no penalty or obligation to flusso and without prejudice to all other rights and remedies of Customer.  
In the event that flusso and/or its affected subcontractor fail to take such remedial action within the time period agreed upon in such Change Order (unless agreed otherwise in writing by the parties and/or by such subcontractor), Customer may, in its sole and absolute discretion and without any right of flusso to seek to cure, 
(a) immediately terminate the Schedule with no penalty or obligation to flusso and without prejudice to all other rights and remedies of Customer, or 
(b) require flusso to cease use and processing of all Customer Data and to quarantine all Customer Data from exposure to or installation on flusso's systems and networks.
h.      Audits of flusso Information Security.  If flusso, at its own expense, retains an independent third-party auditor to perform audits or assessments of flusso 's information security procedures, systems and network, used directly or indirectly to process Customer Data, including testing of the system of controls (SAS 70 or equivalent), appropriate systems implementation (Sys Trust or equivalent), and vulnerability analysis and penetration testing, flusso shall notify Customer of the name of the third party auditor and the date of the audit, and shall provide Customer with a copy of any final report summary or high-level analyses provided to flusso by any such third party.  All such deliverables shall be deemed Confidential Information of both flusso and Customer. flusso shall maintain a process for correcting control and other material deficiencies, as reasonably determined by Customer, that have been identified in audits or assessments, including follow-up documentation providing evidence of such corrections.  During the Term and for six (6) months after termination or expiration of the Schedule, flusso shall implement and maintain backup processes sufficient to keep detailed, accurate and up-to-date accounts and records, including computer logs, of all information security activities carried out, and all costs and expenses incurred, in the performance of its information security obligations under this SLA.  Upon Customer's request, and subject to the restrictions on Confidential Information, flusso shall allow Customer or its authorised representatives to examine such records as Customer determines may be relevant to information security issues and related expenses arising under this SLA.  Such examination shall occur at reasonable intervals and upon reasonable notice during the Term and for six (6) months thereafter; provided that the cost for all such examinations shall be the responsibility of and borne entirely by Customer.
i.       Regular Consultation.  Information security contact personnel may communicate periodically with Customer information security staff to discuss issues related to the obligations in this section and information security best practices as they evolve.
j.       Information Security-Related Termination Rights.  In addition to and without prejudice to any other rights and remedies, Customer may, in its sole and absolute discretion, terminate the Schedule with no penalty or obligation to flusso and without prejudice to all other rights and remedies of Customer, upon forty-five (45) days notice of the occurrence of the following due to flusso's willful misconduct or gross negligence, if and only if the flusso fails to remedy such occurrence within the forty-five (45) day period: (a) compromise, disclosure or inappropriate use of Customer Data, (b) failure by flusso to provide the notices of security issues required under this SLA, (c) damages or costs incurred by Customer because of flusso’s failure to provide Customer with prompt access to appropriate information including logs and/or personnel in the event of a suspected breach or actual compromise of Customer Data or flusso’s systems or networks (including the copies of flusso’s proprietary technology and third party technology installed thereon) that directly or indirectly support Customer Data; and (d) the determination by an agreed upon independent third party, that any audit or assessment demonstrates flusso’s gross negligence or willful misconduct.
k.      Security Breaches.  In the event of an attack or threatened or suspected breach of security against flusso or its data center, flusso will take all reasonable steps necessary to halt such action, including taking the affected application services down.  flusso will immediately contact Customer's authorised contact (see escalation matrices) to discuss what measure to take. flusso's actions will include at a minimum:
i)       Confirm the threat;
ii)      Deny access from the source of the attack;
iii)     Investigate and evaluate the extent of the damage, if any;
iv)     Back-up the affected systems and those suspected to be affected;
v)      Strengthen defenses not just the suspected path that the attacker used;
vi)     At flusso 's option in its reasonable judgment, flusso may contact any law enforcement agency to work with flusso 's security team; and
vii)    Produce a summary incident report within 72 hours describing flusso's findings and distribute the report to Customer's authorised contact.
4.      Back-Up/Disaster Recovery.  flusso shall maintain a disaster recovery (“DR”) site and employ the following DR measures.  The following is without prejudice to Customer’s rights and remedies.
i)         flusso will be responsible for DR procedures to ensure that Customer has continuous application service in the event of a catastrophic occurrence at the primary production system or facility;
iii)        Customer Data is backed up and stored offsite (or in other location); and
iv)        If a major failure occurs, the production environment and data can be recovered within eight hours.