Ikara Platform Terms of Service Storage of Performance Metrics Ikara uses commercially reasonable efforts to preserve Performance Metrics for up to ninety (90) days. At any time during the term of this Agreement, Customer may download, store, and use Performance Metrics in accordance with Section 2.3 below. Pre-release Version of the Service. Ikara may permit Customer to access one or Montserrat more pre-release features, capabilities, and/or versions of the Service that, at the time of such access, are not generally available to all Ikara customers (the “Beta Service”). Customer understands and agrees that: (i) the Beta Service is a beta test version of an unreleased service that may contain bugs, defects and errors, (ii) the Beta Service is not expected to contain the functionality or functions of the version of such service that Ikara may make available for commercial distribution in the future (the “Commercial Release”), and (iii) any feedback provided by Customer pertaining to the Beta Service is subject to the ownership provisions of this Agreement and may be used by Ikara and its suppliers in Ikara’s development of and incorporation into, the Commercial Release and/or other Ikara services, without restriction or further obligation to Customer. In consideration of the licenses granted herein, Customer agrees to use good faith efforts to test, use and evaluate the Beta Service in non-production operations. Ikara has no obligation to correct any bugs, defects, or errors in the Beta Service or otherwise to support or maintain the Beta Service. Moreover, Ikara has no obligation to create, distribute or otherwise offer a Commercial Release, and if Ikara elects to make such Commercial Release generally available, Ikara has no obligation to offer the Commercial Release to Customer or otherwise under any special terms. Customer understands and agrees that any Commercial Release may have features, functionality, and/or performance that may be significantly different from that of the Beta Service. Accordingly, Customer acknowledges that any research or development performed, or business plans made, by Customer regarding or in reliance upon the Beta Service are done entirely at Customer’s own risk. Customer acknowledges that the Beta Service is a pre-release service for testing purposes only, is not at the level of performance and compatibility of a final, generally available product or service offering, and may not operate correctly. To the maximum extent permitted by law, the Beta Service and all other materials provided under this section are provided “as is”, without warranty of any kind, including any implied warranties of merchantability, non-infringement, title or fitness for a particular use or purpose. Ikara does not warrant that the Beta Service will function without interruption or that it is error-free. Customer bears the entire risk as to the use or performance of the Beta Service. No oral or written information or advice given by Ikara, or its agents or employees will in any way affect this section. Customer Rights and Obligations Access and Use. Customer may access and use the Service during the Subscription Term solely for its internal business purposes. All Service use must be in accordance with this Agreement. Permitted Users. Customer may permit its Permitted Users to access and use the Service, provided that: (a) Customer remains responsible for compliance with the terms and conditions of this Agreement by all Permitted Users and (b) use of the Service by any Permitted User is for the sole benefit of Customer or its Affiliates. Customer will ensure that all Permitted Users keep credentials strictly confidential. General Restrictions. Customer will not: (a) rent, lease, copy, provide access to or sublicence the Service (or any part thereof) to a third party, except as expressly permitted in this Agreement; (b) incorporate the Service (or any part thereof) into another product or service or otherwise use the Service (or any part thereof) to provide any product or service to a third party in any manner; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code to the Service, except to the extent expressly permitted by applicable law (and then only upon advance notice to Ikara); (d) modify the Service or any Documentation, or create any derivative product from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Service (including any reports or data printed from the Service); (f) publicly disseminate information regarding the performance of the Service; (g) use the Service or collect or use (or authorize the collection or use) of Performance Metrics, or deploy Agents, without all appropriate rights and licences in place; (h) violate any laws or regulations in performance of this Agreement or use of the Services; (i) attempt to gain unauthorized access to any systems, networks, or data of Ikara or any third party; (j) interfere with or disrupt the integrity or performance of any Ikara or third party systems, data, or networks; or (k) use any Agents in violation of any third party terms of service, terms of use, or other online posted terms. Customer's Right to Use Performance Metrics. Subject to the terms and conditions of this Agreement during the Subscription Term, Ikara grants to Customer a perpetual, exclusive, royalty-free, irrevocable licence to copy, store, make derivative works of and use the Performance Metrics for any internal business purpose permitted under this Agreement. For the avoidance of doubt, the metrics subject to the aforementioned licence are limited to the Performance Metrics provided to Customer hereunder and do not pertain to metrics associated with any party other than Customer. The delivery of the Ikara monitoring service by Ikara may necessitate the use of third party reporting tools. The Customer understands that certain terms and conditions may apply to the use of such third-party reporting tools, which the Customer agrees to comply with. Any changes to third party reporting tools which impact the delivery of Services by Ikara will result in an automatic update of this specification to incorporate any amendments necessary to accommodate such changes. The Customer acknowledges that to the extent that any liability, loss, expense, claims, damages and other liabilities (including without limitation legal costs and expenses) arises from: a) the supply of third-party reporting tools by Ikara in delivering the Services; or b) the use of or reliance upon the Customer's third-party reporting tools or data sources by Ikara in delivering the Services; Ikara will not be liable (to the maximum extent permitted by law). Ownership. Ikara and/or its suppliers retain all rights, title, and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to the Ikara Technology. Fees and Payment Fees and Payment. Fees are set forth in the applicable Order Form and all fees will be payable in Australian dollars by Customer within thirty (30) days of the date of Ikara’s invoice. Except as otherwise expressly set forth in this Agreement, all fees are non-refundable. Fees are exclusive of, and Customer is required to pay Ikara Good and Services Taxes that are applicable resulting from Customer’s purchase or use of the Service, based on Ikara’s net income. Excess Usage; Increasing Purchased Units. If Customer’s usage exceeds the Purchased Units, Ikara will invoice Customer and Customer will pay for any such excess usage at rates consistent with the applicable Order Form. Term and Termination Term; Termination. This Agreement is effective on the Effective Date of purchase and continues in full force and effect unless terminated pursuant to the terms hereof. Either party may terminate this Agreement (including all related Order Forms) if the other party fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; provided that Ikara may suspend access to the Services if Customer fails to pay an invoice. Effect of Termination. Upon any termination hereof, Customer will immediately cease access to and use of the Service (including any and all related Ikara Technology) and delete (or, at Ikara’s request, return) any and all copies of the Documentation, any Ikara passwords or access codes, and any other Ikara Confidential Information. Except for termination for Ikara’s breach, or as set forth in Section 6.1 (Limited Warranty) or Section 8 (IP Indemnification), upon termination of this Agreement, Customer’s payment obligations for the then-current Subscription Term will be accelerated and any unpaid fees (including fees for excess usage) will be immediately due and payable. Following termination, Ikara may delete any such data stored by Ikara at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other contractual, legal, or other remedies. Survival. Sections 2.4 (“Customer’s Right to Use Performance Metrics”), 1 (“Ownership”), 2 (“Fees and Payment”), 3 (“Term and Termination”), 4.1 (“Warranty Disclaimer”), 5 (“Limitation of Liability”), 6 (“Confidential Information”), and 7 (General Terms) will survive any expiration or termination of this Agreement. Limited Warranty Warranty. Ikara warrants that (a) it is organised, validly existing and in good standing under the laws of the jurisdiction of its organisation; (b) this Agreement is the legal, valid, and binding obligation of Ikara; (c) Ikara uses commercially reasonable efforts to ensure that the Services will not contain any virus, trap door, worm or any other device that is injurious or damaging to any hardware or software, or Customer systems and (d) during the Subscription Term the Service will operate in substantial conformity with the Documentation. Ikara does not warrant that Customer’s use of the Service will be uninterrupted or error-free, that Ikara will review the Performance Metrics for accuracy or that it will preserve or maintain the Performance Metrics without loss. Ikara’s sole liability for any breach of such warranty will be to provide a workaround for the reported non-conformity or, if Ikara cannot do so, then Ikara will terminate the Subscription Term and refund any prepaid unearned fees to Customer. This limited warranty and remedies do not apply if: (i) the error was caused by modifications to the Service or Ikara Technology other than by Ikara or its agents, or third-party hardware, software or services, or (ii) use by Customer of the Services outside the scope of the license in Section 2 (“Customer Rights and Obligations”). Warranty Disclaimer. Except as otherwise expressly warranted under this agreement, neither Ikara nor customer makes any warranties, express or implied, statutory, or otherwise, including implied warranties of merchantability, title, fitness for a particular purpose, or noninfringement. Ikara will not be liable for delays, interruptions, service failures, or other problems inherent in use of the internet, electronic communications, or systems outside Ikara’ reasonable control. Limitation of Liability Consequential Damages. Neither party will be liable for any loss of use, lost or inaccurate data, failure of security mechanisms, interruption of business, costs of delay or any indirect, special, incidental, reliance or consequential damages of any kind (including lost profits and the cost of procurement of substitute goods and services), regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance. Limitation of Liability. Except for breaches of section 2 (“customers rights and obligations”), or a breach of section 6 (“confidential information”), and except for direct damages to the extent arising out of a party’s gross negligence or willful misconduct, each party’s entire aggregate liability will not exceed the amount actually paid or payable by customer hereunder in the twelve (12) months preceding the claim. Confidential Information. All code, inventions, know-how, pricing, business, technical and financial information, or other non-public information one party (“Recipient”) obtains from the other party (“Discloser”) constitute Discloser’s confidential information (“Confidential Information”); provided that this Agreement and/or any and all Order Forms are considered each party’s Confidential Information. Except as expressly authorized herein, Recipient will hold in confidence and not use or disclose any Confidential Information to any third party except for its employees and contractors who have a need to know such information in connection with their performance of services for Recipient, and who are under confidentiality obligations consistent with the terms of this Agreement. Recipient’s nondisclosure obligation will not apply to information which: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of Recipient; (c) is rightfully obtained by Recipient from a third party without breach of this section; or (d) is independently developed by employees of Recipient who had no access to such information. Recipient may disclose Discloser’s Confidential Information if required pursuant to a regulation, law, or court order, but only to the minimum extent required to comply therewith and provided that Recipient provides prior notice to Discloser and cooperates reasonably with Discloser regarding any protective actions Discloser wishes to undertake. The Recipient shall, within thirty (30) days after the expiration or termination of this Agreement, either: (i) return to the Discloser in a secure manner, all Confidential Information (or such portion requested), including any copies, duplicates, summaries, abstracts or other representations of any such Confidential Information, in whatever form, then in its possession or control; or (ii) permanently delete such Confidential Information from its computer and storage systems and media, and destroy any and all tangible copies thereof. Upon request by the Discloser, the Recipient shall deliver to the Discloser written certification of its compliance with this provision. Customer has the sole responsibility for maintaining copies of its information and/or reports generated through the use of the Service. General Terms Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the other party’s prior written consent; however, either party may, upon notice, but without obtaining consent, assign this Agreement in connection with a merger, acquisition, or transfer of all or substantially all of such party’s assets or voting securities. Any attempted assignment in violation of this section will be null and void. Affiliates. Any Affiliate of Customer may enter into separate Order Forms with Ikara under this Agreement via duly executed Order Form(s); provided that Customer shall remain liable for any and all actions and liabilities of its Affiliates. Severability. If any provision hereof is found by a court to be unenforceable, it will be enforced to the maximum extent permissible under the circumstances so as to effect the parties’ intent, and the remaining provisions hereof will remain in full force and effect. Governing Law; Jurisdiction and Venue. This Agreement is governed under Queensland law without regard to conflicts of law’s provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods or UCITA. The jurisdiction and venue for actions arising under this Agreement will be the state and federal courts for Brisbane, Queensland; both parties submit to the personal jurisdiction of such courts. Notice. Any notices hereunder will be in writing and sent to the other party at its addresses set forth on the Order Form or at such other address as may be provided by such party in writing pursuant to this section and will be deemed received by the addressee: (a) if delivered in person, immediately upon receipt; (b) if sent by overnight courier service, the first business day following dispatch, or (c) if sent by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is mailed. All notices to Ikara must be sent to its CFO’s attention. Amendments; Waivers. Except as otherwise set forth herein, no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by each party. Entire Agreement. This Agreement, together with the Exhibits and any Order Form(s) are the complete and exclusive statement of the parties’ understanding; it supersedes all previous or contemporaneous agreements and communications relating to the subject hereof. No preprinted provision of any purchase order or other business form issued by Customer (or Affiliate) related to purchases under this Agreement will supersede this Agreement, and any terms and conditions contained in such purchase order or other business form shall be null and void. Force Majeure. Neither party will be liable for any failure to perform hereunder due to causes beyond its reasonable control. Independent Contractors. The parties hereto are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. Publicity. Ikara may identify Customer as a Ikara customer in marketing materials, provided such identification does not indicate endorsement. Definitions “Affiliate(s)” shall mean a company that controls, owns, or is under common control of either Ikara or Customer “Dashboard(s)” means the online tool whereby Customer will manage its use of the Service. “Documentation” means the information that Ikara makes generally available to all its customers relating to the use and operation of the Service. “Order Form(s)” means an order for the Service, Support Services and/or Professional Services which describes applicable pricing, term and other business terms agreed upon and executed by Ikara and Customer. “Permitted User(s)” means individuals whom Customer has granted authorization to use the Service on behalf of Customer subject to the terms and conditions of this Agreement. “Performance Metrics” means Customer-specific general measurements regarding application availability, performance, and security obtained through use of the Service. “Professional Services” means services delivered by Ikara to Customer pursuant to a duly executed Order Form. “Purchased Unit(s)” means the quantity of the Service as specified in an Order Form. “Service” means the SaaS product(s) delivered by Ikara to Customer under an Order Form. “Subscription Term” means the time period for which Customer has purchased access to the Service, as specified in an Order Form. “Ikara Technology” means the Service, Performance Metrics, Documentation, any deliverables, or other materials created in the course of delivering the Support Services or Professional Services, any and all related and underlying technology and documentation, and any derivative works or modifications of the foregoing.