AIRTRACK SOFTWARE LICENCE AGREEMENT THIS AGREEMENT dated the _____________ day of ______________________ 20___ . BETWEEN: AirTrack Software Pty Ltd ACN 163 622 115 having its registered office at Level 7, 131 Queen Street Melbourne Victoria 3000 (the “Licensor); AND: [registered Company Name] [ACN/ABN] having its registered office at [registered company address] (the “Licensee). RECITALS: A. The Licensor is the owner of and has the right to license the Software and the Materials. B. The Licensee wishes to use the Software and the Materials. C. The Licensor has agreed to license the Software and the Materials to the Licensee and the Licensee accepts the licence on the following terms and conditions. THE PARTIES AGREE: 1. LICENCE 1.1. The Licensor grants a non-exclusive, non-transferable, revocable licence to the Licensee to Use the Software and Materials on and from the date of this Agreement for the Permitted Purpose. 1.2. The Licensee may not assign the Licence. 1.3. The Licensee may not sublicense the Licence. The Licensee is not permitted to adapt/modify the code. 1.4. The Licensee is not permitted to decompile, disassemble, or otherwise reverse engineer the Software or attempt to reconstruct, modify or discover any source code, underlying ideas, algorithms, libraries, file formats, data, databases or programming interfaces of or provided with the Software by any means whatsoever (except and only to the extent that applicable law or Third Party Software license terms prohibits or limits such restrictions and the Licensee has requested interoperability information in writing from the Licensor and the Licensor has not provided such information in a timely manner). 1.5. In addition, the Licensee must not: (a) modify, translate, localise, adapt, rent, lease, loan, create or prepare derivative works of, or create a patent based on the Software, Materials or any part thereof; (b) resell, sublicense or distribute the Software or Materials; (c) provide, make available to, or permit use of the Software, in whole or in part, by any third party (except as expressly set forth herein); (d) use the Software or Materials to create or enhance a competitive offering or for any other purpose which is competitive to the Licensor; or (e) perform or fail to perform any other act which would result in a misappropriation or infringement of the Licensor’s Intellectual Property Rights in the Software or Materials. 1.6. If Licensee licenses On-Premise Software, the On-Premise Software and associated Documentation shall be delivered by electronic means. 1.7. If Licensee licenses Cloud Software, Licensee will receive access to the Cloud Software. 2. TERM OF LICENCE 2.1. The parties acknowledge that the Licence is a subscription as set out in Clause 1.1. 3. LICENCE FEE 3.1. The Licensee will pay the Licensor or reseller the fee as set out in Part D of Schedule One. 3.2. The Licensee is not obliged to pay any fee due unless it has received a Tax Invoice from the Licensor. 4. INTELLECTUAL PROPERTY 4.1. The Licensee acknowledges and agrees that: (a) the Licensor is the owner of all Intellectual Property Rights in the Software and the Materials and this Agreement does not transfer ownership of any Intellectual Property Rights of the Licensor; (b) The Software is licensed, and not sold; (c) this Agreement does not grant the Licensee any rights to the Licensor’s trademarks or service marks, and (d) the Licensor reserves any and all rights, implied or otherwise, which are not expressly granted to the Licensee in this Agreement. 4.2. The Licensee must not alter, remove or obscure any trade mark or copyright symbol or legend or other proprietary mark on the Software and the Materials. 5. CONFIDENTIAL INFORMATION 5.1. The Licensee acknowledges and agrees that the Software and the Materials contain Confidential Information belonging to the Licensor. 5.2. The Licensee agrees to disclose the Software and Materials only to its employees and contractors who need to access such information so that the Licensee can exercise its rights and obligations under this Agreement. 6. INSTALLATION & ACCEPTANCE TESTING 6.1. For On-Premise software, the Licensor or approved reseller will install the Software on the Licensee’s equipment and will conduct all relevant acceptance testing, and the Licensor or appointed reseller will inform the Licensee by Notice when the acceptance testing is complete. The Licensor will allow the Licensee to be present at any acceptance testing. Service Levels are set forth in Schedule Five. 6.2. For Cloud software, shall be part of a multi-tenant hosted environment and shall be provided subject to the Service Levels set forth in Schedule Four. The Licensor shall not materially diminish such Service Levels during the Subscription Period set forth in this Order Schedule. The Licensor will conduct all relevant acceptance testing, and the Licensor will inform the Licensee by Notice when the acceptance testing is complete. The Licensor will allow the Licensee to be present at any acceptance testing. 6.3. The parties agree that the acceptance tests to be performed for the Software are set out in Schedule Two and will include functionality, compatibility, resilience, reliability and performance levels achieved. 6.4. The Licensor will supply all consumable items as are reasonably required to support the acceptance testing program. If any such items are required over and above a reasonable amount, the parties agree to determine at such time which party will provide the additional items. 6.5. Where during acceptance testing the Licensor encounters any malfunction, defect or suspected error, the Licensor will correct any such malfunction, defect and suspected errors. 6.6. Where there is unreasonable delay due to the Licensor correcting malfunctions, defects and errors, the Licensee agrees to extend any period for acceptance testing to accommodate such delays and any additional costs arising directly from such delays will be borne by the Licensee. Where any delay has been caused by power failure, air conditioning failure, force majeure or other cause outside the control of the Licensee, the Licensor will bear any additional costs so arising. 6.7. Where the Licensor has conducted acceptance testing and has provided Notice that such testing is complete, the Licensee will issue a Certificate of Acceptance in the form set out in Schedule Three as soon as practicable and in any case within Two Weeks from receipt of the Licensor’s Notice. If the Certificate of Acceptance is not issued within this period, the Licensee will be taken to have accepted the Software. 6.8. If the Licensor has notified the Licensee that acceptance testing is complete and the Licensee disputes the validity of such acceptance testing, the parties agree to resolve the dispute as set out in Clause 14. 7. SUPPORT & MAINTENANCE 7.1. The Licensor shall provide the level of support and maintenance services (“Support and Maintenance”) set forth in Schedule Six, if any, during such period as Licensee has paid the applicable subscription fee. Support and Maintenance will be provided in accordance with The Licensor’s then-current Support and Maintenance terms. Subscription license fees include Support and Maintenance for the duration of the Subscription Period. 7.2. The Licensor will have no Support and Maintenance obligation to Licensee where the Software source code has been modified (except for Updates) 8. LICENSOR REPRESENTATIONS & WARRANTIES 8.1. The Licensor represents and warrants that it has the right to license the Software and the Materials to the Licensee. 8.2. The Licensee’s Use of the Software and the Materials will not infringe the rights including Intellectual Property Rights of any third party. 9. LICENSEE WARRANTIES, OBLIGATIONS & ACKNOWLEDGEMENTS 9.1. The Licensee warrants that it has not relied upon any representation made by the Licensor other than as set out in this Agreement. 9.2. The Licensee is not permitted to sell, charge, mortgage or otherwise encumber the Software and/or the Materials in any way. 9.3. The Licensee acknowledges that, subject to Clause 1, it has no Intellectual Property Rights in the Software and/or the Materials. 9.4. For the purposes of installing the Software (for On-Premise), the Licensee will give the Licensor or reseller all reasonable access required to its premises and during ordinary business hours on work days to enable the Licensor to carry out its obligation. The Licensee acknowledges that such access may cause interruption and disruption to its business whilst such installation is being carried out. 9.5. Where the Licensor has agreed to acceptance test pursuant to Clause 6, the Licensee undertakes to give free and reasonable access to the Licensor to enable the Licensor to perform its obligation. 9.6. The Licensee acknowledges that the Licensor gives no guarantee as to the accuracy or completeness of the Software and the Materials nor that they are free from error. 9.7. The Licensee is solely responsible for the use, supervision, management and control of the Software and the Materials. 9.8. The Licensee will ensure that the Software and Materials are at all times protected from access, use or misuse and damage and destruction by any person not authorised by either the Licensor or the Licensee and the Licensee will notify the Licensor immediately if it becomes aware of any unauthorised use of the Software and/or Materials. 10. LIMITATION OF LIABILITY 10.1. To the fullest extent permitted by law, the Licensor expressly disclaims all implied warranties and conditions, including without limitation implied warranties as to merchantability, fitness for purpose of the Software and Materials. 10.2. To the extent that any liability of the Licensor under Competition and Consumer Act 2010 (Cth) cannot be excluded, the Licensor’s liability is limited to replacing the Software and/or Materials. 10.3. Where the Licensor or reseller has agreed to install or install and acceptance test the Software, to the fullest extent permitted by law the Licensor makes no representation or gives any warranty in respect of the provision of the services except that it will carry out the service competently, professionally and to the best of its ability having regard to the terms of this Agreement. 10.4. To the extent that any liability of the Licensor under the Competition and Consumer Act 2010 (Cth) cannot be excluded, the Licensor’s liability is limited to either the supply of the services by the Licensor under these terms and conditions again or the payment of the cost of having another person provide again to the Licensee similar services as the services supplied by the Licensor under these terms and conditions. 10.5. To the fullest extent permitted by law, the Licensor excludes all liability for indirect and consequential loss including without limitation the loss or corruption of the Software, loss of revenue, loss of profits, failure to realise expected profits or savings and any other commercial or economic loss of any kind arising from this Agreement or the provision of any services by the Licensor. 11. INDEMNITY 11.1. The Licensee indemnifies and holds harmless the Licensor and promises to keep the Licensor indemnified against any loss, claim, action, settlement, award, judgment, expense or damage of whatsoever kind or nature and howsoever arising that the Licensor might suffer as a result of: (a) negligent, wilful or unlawful act or omission of the Licensee in relation to the use of the Software; (b) infringement or alleged infringement of any Intellectual Property Right of the Licensor or any third party by the Licensee; or (c) any breach of any legislation by the Licensee that in any way relates to the Software. 12. SOURCE CODE IN ESCROW 12.1. The parties agree that source code is not required to be placed in escrow. 13. TERMINATION 13.1. Where the Licensee fails to perform any of its obligations set out in this Agreement, and the Licensee fails to remedy the breach within 30 days of receiving Notice of that breach from the Licensor, the Licensor may terminate the Licence with Notice to the Licensee. 13.2. Either party may terminate this Agreement having immediate effect by Notice to the other party if the other party: (a) breaches any provision of this Agreement and fails to remedy the breach within Fourteen (14) days of receiving Notice requiring it to do so; and/or (b) is wound up, has an administrator appointed to it, a receiver appointed to any of its assets, enters into any arrangement, assignment or composition with any of its creditors or any of them or becomes insolvent; and/or (c) ceases to carry on its business or where there is any effective change in the control of or ownership of that business. 13.3. Subject to Clause 13.4, on termination the parties agree that all rights granted to the Licensee under this Agreement will cease immediately and the Licensee must stop using, and must return to the Licensor all copies of the Software and Materials provided under this Agreement and ensure that all of the Software and Materials in its possession or control has been deleted or permanently removed from any equipment on which it is stored. If requested by the Licensor, the Licensee will provide Notice to the Licensor stating that the Software and Materials have been returned, destroyed or otherwise dealt with as the case may be as directed by the Licensor. 13.4. Following termination, the parties agree that the provisions set out in Clauses 5 (Confidential Information), 8.1 (Licensor warranty), 9.1 (Licensee warranty), and 10 (Limitation of Liability) will continue to be binding. 14. NOTICES 14.1. Any Notice given pursuant to this Agreement must be in writing, signed by an officer of the sender, addressed to the recipient at the address, facsimile number or email address set out below or to such other address, facsimile number or email address as a party may from time to time notify in writing to the other: 15. DISPUTE RESOLUTION 15.1. In the event of a dispute arising between the parties in respect of any right or obligation under this Licence, each party covenants with the other in good faith to take all steps necessary to attempt to resolve the dispute. 15.2. In the event that the parties are unable between themselves to resolve a dispute within a reasonable period having regard to the nature of the Licence and the dispute, then either party may apply to their local State/Territory Alternative Dispute Resolution centre for resolution of the dispute under the ADRoIT Principles. 16. GENERAL PROVISIONS 16.1. (Law and Jurisdiction) This Agreement shall be governed by and construed in accordance with the laws of Victoria and any claim made by one party against the other in any way arising out of this Agreement will be heard in Victoria and the parties submit to the jurisdiction of those Courts. 16.2. (Relationship) Nothing in this Agreement will constitute or be deemed to constitute a partnership, joint venture or agency between the parties. 16.3. (Entire Agreement) The terms of this Agreement constitute the entire terms of this Agreement and all understandings, prior representations, arrangements or commitments that are not contained in this Agreement have no effect whatsoever and do not bind the parties. 16.4. (Waiver): No waiver of any right or remedy will be effective unless in writing and shall not operate as a waiver of that right or remedy or any other right or remedy on a future occasion. 16.5. (Implied Terms): Any implied term under law that can be excluded is hereby expressly excluded and no term is to be implied as being a term of this Agreement unless by law it cannot be excluded. 17. INTERPRETATION 17.1. Definitions “Agreement” means this licence agreement including the Schedules and any amendments in writing. “Confidential Information” means all information in whatsoever form that is: (a) marked or identified as “Confidential”, “Secret”, “Not to be Disclosed” or “Private”; (b) is designated, described or referred to by the discloser in any document or correspondence as confidential, secret or private or not to be disclosed; (c) the receiving party knows or ought to know is confidential; but does not include any information which prior to the date of this Agreement was lawfully in the public domain or which the discloser has published, circulated or announced publicly or was developed by the receiving party independently of the disclosing party. “Intellectual Property Rights” means all rights in copyright, designs, trademarks, patents and all other industrial and intellectual property, whether registered or not, and used in, or in conjunction with the performance of this Agreement whether in Australia or internationally, and includes any right to apply for registration of any such rights, grant or other issuance of the foregoing rights and any other right generally falling within this term. “Licence” means the software licence granted by the Licensor to the Licensee in Clause 1.“Materials” means the documentation provided by the Licensor to the Licensee and including the operating manuals and other material set out in Part A of Schedule One relating to the Software and includes updates to those materials. “Object” means any physical or virtual device or user identified in one or more input data sources. For the purpose of certification as set forth in the Agreement, the number of Objects includes the highest number of Objects that were in place at any point during the previous year. “Permitted Purpose” means the purpose set out in Part B of Schedule One. “Reseller” means an organisation authorised to sell and/or install the software. “Software” means the computer program/s provided by the Licensor set out in Part C of Schedule One and includes any updates provided by the Licensor during the term of this Agreement. “Tax Invoice” means an invoice that is GST compliant. “Use” means use/load, run, and store. EXECUTED as an Agreement by the parties on the day and year first mentioned. SIGNED BY AirTrack Software Pty Ltd ACN 119 988 760 pursuant to Section 127 of the Corporations Act 2001 in the presence of: Signature of Witness Print Name: ) ) ) ) Director Print Name: Director/Secretary Print Name: SIGNED BY [Company Name] [ACN/ABN] pursuant to Section 127 of the Corporations Act 2001 in the presence of: Signature of Witness Print Name: ) ) ) ) Director Print Name: Director/Secretary Print Name: SCHEDULE ONE PART A – MATERIALS (Definition) The AirTrack software PART B – PERMITTED PURPOSE (Definition) For use by the Licensee for the purposes of conducting its operational ICT activities for monitoring the accuracy of data sources PART C – SOFTWARE (Definition) To ensure multiple data sources are accurate and that all devices, and systems are inventoried and managed effectively. PART D – LICENCE FEE/S (Clause 3) AirTrack is licensed on a subscription basis. The term and associated fees will be referenced on a formal quotation from AirTrack Software, or its nominated reseller. PART E – NOTICES (Clause 13) The Licensor (the Licensor) of: Level 7, 131 Queen Street Melbourne Victoria 3000 Attention: ________________________________ Facsimile No: ________________________________ Email: ______________________________________ [Company Name] (the Licensee) of: [Postal Address] Attention: ________________________________ Facsimile No: ________________________________ Email: ______________________________________ SCHEDULE TWO Acceptance Testing of Licensed Software (Clause 6.3) Details of Acceptance Tests Required (including functionality, compatibility, resilience reliability and performance levels): Acceptance criteria: Refer to Statement of Work Period/time for Acceptance Tests: Tests to be conducted within one (1) week of installation Customer acceptance to be obtained with two (2) working days of testing Other (if any): SCHEDULE THREE Certificate of Acceptance (Clause 6.7) Licensor Name: The Licensor Licensor’s Address: Level 7, 131 Queen Street Melbourne Victoria 3000 Licensee Name: [registered Company Name] Licensee’s Address: [registered Company Postal Address] Licensee’s Premises: [registered Company Registered Address] The Software licensed by the Licensor to the Licensee by Agreement dated __________ 20__ has been accepted as follows: SOFTWARE components: Accepted: YES/NO • Installation and configuration of Software • Connectivity of agreed data sources as documented in the related Statement of Work • Configuration of dashboard reports as documented in the related Statement of Work Conditions attached to the Certificate of Acceptance (if any): Date of Certification: Name of Certifier: SCHEDULE FOUR Service Levels for Cloud Software (Clause 6.2) Schedule Four is governed by and is a part of the License Agreement (the “Agreement”) to which this Schedule is attached. 1. Infrastructure. The Licensor will host Cloud Software using servers, switches, routers, cabling and other equipment ("Infrastructure") provided by The Licensor 2. Environment. The Licensor will maintain the Equipment in a data centre ("Data Centre"). The Data Centre will be protected by a fire suppression system. 3. Access. Each party will adopt precautions in accordance with recognized industry standards, including but not limited to password protection, to prevent access to the Cloud Site by parties other than Licensee, The Licensor and their respective authorized end users. 4. Network Connectivity. The Licensor will manage network connectivity from the Equipment into the hub or switch at the Data Center, to the points where The Licensor’s wide area network ("WAN") (including the Data Center backbone and other high-speed links leased for the Data Center) terminates at designated exchange points with other IP backbone carriers. Such network connectivity will encompass fully redundant dedicated connections to the Internet. 5. Firewall. The Licensor will employ firewall security protection modules that are designed to prevent unauthorized access to The Licensor’s network. The firewall modules will be controlled through a management system, which also provides for the storage, management and analysis of firewall log files. Firewall configurations, security policies, and authentication policies will be routinely backed up through a secure process. 6. Backup and Restoration. The Licensor will provide full and incremental backups for the Cloud Software. Incremental backups will normally be performed 6 days per week and full backups will normally be performed 1 day a week. Incremental backups will be kept for a minimum of 6 days, while full backups will be kept for a minimum of 6 weeks. The full backups will be stored off-site in a secure fire-resistant facility. Upon termination or expiration of a Cloud Software subscription, The Licensor will retain Licensee’s data in the active Cloud Site for ninety (90) days after such expiration or termination of the subscription and Licensee will have access to a limited Cloud Site for the sole purpose of accessing such data. After such ninety (90) day period, Licensee’s access to the limited Cloud Site will expire and The Licensor will delete Licensee’s data from the Cloud Site; provided, however, that any prior backups that have been performed for disaster recovery or failover will not be deleted, until such backup is overwritten by other data or destroyed in accordance with The Licensor’s record retention policy. 7. System Monitoring. The Licensor will monitor the performance characteristics of system and network components in real-time. The Licensor will perform system-level polling of the hardware, operating system and applications of each server to identify abnormal system-level conditions.   SCHEDULE FIVE Service Levels for On Premise Software Schedule Five is governed by and is a part of the License Agreement (the “Agreement”) to which this Schedule is attached. 1. Infrastructure. The Licensee will host the Software using infrastructure as documented in the software specification guide 2. Environment. The Licensee will maintain the infrastructure. 3. Access. Licensee will provide remote access to the infrastructure where the software is installed in order to perform any ongoing maintenance and upgrades 4. Backup and Restoration. The Licensee will provide full and incremental backups for the Software in line with their standard IT infrastructure operational processes. 5. System Monitoring. The Licensee will monitor the performance characteristics of system and network components in real-time. The Licensor will perform system-level polling of the hardware, operating system and applications of each server to identify abnormal system-level conditions. 6. Health Checks. The Licensor will alert the licensee if there are any software errors not related to on premise infrastructure and will remediate any such software related errors   SCHEDULE SIX Support (Clause 7.1) 1. Support of Software. 1.1. General. The Licensor will provide a combination of email-based and telephone-based support on issues related to the Software. Licensee may contact The Licensor support by email or telephone at any time. The Licensor support staff will be available by telephone and email support between the hours of 8:00 a.m. to 6:00 p.m. Monday to Friday Australian Eastern Standard time. Target timeframes for responding to calls are set forth in Section 8.4. 1.2. Staffing and Escalation. Support requests that are not resolved during the initial contact with a support analyst from The Licensor technical will be escalated to The Licensor internal technical experts based upon severity level. The support staff will manage escalated support requests according to the terms contained herein. 1.3. Support Request Tracking. Support requests will be entered into the support request tracking system and assigned to a support representative who will track and report on each support request via the support request tracking system. 1.4. Target Times for Responding to Support Requests. The Licensor will reasonably prioritize support requests from Licensee according to the severity levels set forth below. After receiving a support request from Licensee, The Licensor will make commercially reasonable efforts to respond to Licensee via telephone or email within the Target Response Times corresponding to the appropriate Severity Levels shown below: • Severity Level 1: Critical Production use of the software has stopped or so severely impacted that authorised end users cannot reasonably use it. The Licensor will work continuously to resolve the support request until the support request is closed. Severity Level 1 issues must be reported by telephone. Target response time: 30 minutes • Severity Level 2: Significant Major Software documented features are unavailable with no workaround and productivity is significantly decreased. The Licensor will work continuously to resolve the support request until the support request is closed. Severity Level 2 issues can be reported via email. Target response time: 2 hours • Severity Level 3: Impaired Software documented features are unavailable, but a workaround is available, or less significant features are unavailable with no reasonable workaround Target response time: 4 hours • Severity Level 4: Minimal Authorized end user requests information about the Software or an enhancement to the existing Software specifications. Use of the Software is available without being materially and adversely impeded. Target response time: 1 business day