MASTER SUBSCRIPTION AGREEMENT This Agreement governs Your acquisition and use of Our Services. By accepting this Agreement, either by clicking a box indicating Your acceptance or by executing an Order Form or Statement of Work that references this Agreement, You agree to the terms of this Agreement. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to these terms and conditions, in which case the terms "You" or "Your" shall refer to such entity. If You do not have such authority, or if You do not agree with these terms and conditions, You must not accept this Agreement and may not use the Services. It is a condition of Your access to the Services that You do not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. We may terminate this agreement without notice if You do so or if, in Our reasonable opinion, you are Our competitor and may do so. This Agreement was last updated on 1 May 2018. It is effective between You and Us as of the date of You accepting this Agreement. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. “Agreement” means this Master Subscription Agreement. “Business Day” means any day from Monday to Friday that is not a gazetted public holiday in Melbourne, Victoria. “Content” means information obtained by Us from publicly available sources or third party content providers and made available to Customer through the Services or pursuant to an Order Form, as more fully described in the Documentation. “Corporations Act” means the Corporations Act 2001 (Cth). “CPI” means the Consumer Price Index (All Groups) for Eight Capital Cities published by the Australian Bureau of Statistics (ABS) or, if the index is no longer published or if ABS ceases to exist, the published index which most closely resembles it. “CPI Increase” means, in respect of a date, the percentage amount of the increase in CPI as at the end of the immediately preceding quarter from the end of the same quarter in the previous calendar year or, if there has been no increase in CPI during that period, zero (0). “Deliverable” means a deliverable from the provision of Professional Services as specified under a Statement of Work. “Documentation” means the applicable Service’s documentation, and its usage guides and policies, as updated from time to time, accessible via Our website. “GST” means any goods and services tax payable under the GST Act. “GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (Cth). “Force Majeure Event” means a strike, lockout, work stoppage, labour dispute, utility outage, delay in transportation, fire, flood, earthquake, severe weather, vandalism, machine breakdown, act of God, accident, trade sanction, embargo, act of war, act of terrorism, condition caused by national emergency, any applicable laws, regulation or the like, Internet service provider failure or delay, an application not provided by Us, denial of service attack or any other act or cause beyond a party’s reasonable control, whether similar to, or different from the causes above enumerated, and whether affecting the parties or their officers, employees, agents or subcontractors. "Insolvent" means, in relation to a person, when the person: (i) suffers the appointment of an administrator, receiver, manager, receiver and manager, liquidator or provisional liquidator or external controller, or (ii) is wound up or is dissolved, other than to carry out an amalgamation or reconstruction while solvent; or (iii) is, or states that it is, unable to pay its debts when they fall due or is deemed unable to pay its debts under any applicable legislation (other than as a result of a failure to pay a debt or claim which is the subject of a good faith dispute); or (iv) ceases, or threatens to cease, to carry on business; or (v) takes any steps to obtain protection or is granted protection from its creditors under the laws of any applicable jurisdiction. “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including for example, viruses, worms, time bombs and Trojan horses. “Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between You and Us. “Personal Information” has the meaning given in the Privacy Laws. "Planned Downtime" means any period of scheduled maintenance to the Services as reasonably determined by Us. “Privacy Laws” means, in Australia, the Privacy Act 1988 (Cth) as amended from time to time and all regulations made under that Act and any applicable legislation of a similar nature in any other jurisdiction which applies to Our provision of Services. “Privacy Policy” means Our privacy policy as amended from time to time. “Professional Services” means configuration, customization, acceptance testing, integration and all other services for implementing the Purchased Services as specified in a Statement of Work. “Purchased Services” means Services that You purchase under an Order Form, as distinguished from those provided pursuant to a free trial. “Services” means the online, web-based products and services that are ordered by You under an Order Form or provided to You under a free trial, and made available online by Us, as described in the Documentation. “Service Level Agreement” or “SLA” means Our service level agreement in respect of the Services, as set out in the Order Form and Documentation. “Statement of Work” means a statement of work describing Professional Services to be provided under this Agreement, that is entered into between You and Us. "Unplanned Downtime" means any interruption to the Services other than Planned Downtime. “User” means an individual who is authorised by You to use a Service, for whom You have purchased a subscription (or in the case of any Services provided by Us without charge, for whom a Service has been provisioned), and to whom You (or, when applicable, Us at Your request) have supplied a user identification and password (for Services using authentication). Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business. “We,” “Us” or “Our” means Systema A.I. Holdings Pty Ltd ACN 608 521 017. “You” or “Your” means the company or other legal entity for which you are accepting this Agreement. “Your Data” means electronic data and information submitted by or for Customer to the Services, excluding Content and applications not provided by Us. OUR RESPONSIBILITIES Provision of Purchased Services. We will (a) make the Services and Content available to You pursuant to this Agreement and the applicable Order Forms, (b) provide applicable standard support for the Services as described in the Documentation to You at no additional charge, (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) Planned Downtime (of which We shall give advance electronic notice as provided in the Documentation), (ii) any unplanned downtime due to any emergency (of which we will give notice as soon as practicable after the commencement of that emergency), and (iii) any unavailability caused by a Force Majeure Event. Protection of Your Data. We will use care and skill to maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, reasonable measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 6.3 (Compelled Disclosure) below, or (c) as You expressly permit in writing. Our Personnel. We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein. Professional Services. We will provide to You the Professional Services specified in each Statement of Work in accordance with the Agreement and the applicable Statement of Work, subject to Your payment of all applicable fees in accordance with Section 4. Co-operation. You must cooperate with Us in Our performance of Professional Services by, without limitation: (a) allocating sufficient resources and timely performing any tasks reasonably necessary to enable Us to perform Our obligations under each Statement of Work; (b) timely delivering any materials and other obligations required under each Statement of Work; (c) timely responding to Our inquiries related to the Professional Services; (d) assigning an internal project manager for each Statement of Work to serve as a primary point of contact for Us; (e) actively participating in scheduled project meetings; (f) providing, in a timely manner and at no charge to Us, office workspace, telephone and other facilities, suitably configured computer equipment with Internet access, access to Your appropriate and knowledgeable employees and agents, and continuous administrative access to Your Services account, and coordination of onsite, online and telephonic meetings all as reasonably required by Us; and (g) complete, accurate and timely information, data and feedback all as reasonably required. Acceptance. On completion of each Deliverable under a Statement of Work, We will, as applicable: (a) submit a complete copy to You; and (b) at Your request, demonstrate its functionality to You. You are responsible for reviewing and testing all Deliverables in accordance with a Statement of Work and any acceptance criteria or test plans mutually agreed upon in writing by the parties for such Deliverable in the Statement of Work. You will provide Us with written notification of acceptance for each Deliverable within 10 Business Days of Our submission of the Deliverable. Failure to reject a Deliverable, as set forth below, will be deemed acceptance. If, acting reasonably, You determine that any submitted Deliverable does not satisfy the acceptance criteria in the applicable Statement of Work or as mutually agreed upon in writing by the parties for such Deliverable, You must notify Us in writing within 10 Business Days after Our submission of the Deliverable, together with detailed reasons why the Deliverables do not meet the acceptance criteria. We will use commercially reasonable efforts to rectify such failures to meet the acceptance criteria and resubmit the Deliverable to You as soon as practicable. You will again review and test the Deliverable against the agreed-upon acceptance criteria, and detail any further failures to meet the acceptance criteria to Us in writing within 10 Business Days after resubmission of the Deliverable. If a Deliverable fails to meet the functional requirements specified in the applicable Statement of Work after its third resubmission to You, You may either, as Your sole and exclusive remedy: (i) again reject the Deliverable and return it to Us for further correction and resubmission in accordance with the process described in this Section 2.6; or (ii) terminate the relevant Statement of Work immediately upon written notice and recover all Professional Services fees paid under that Statement of Work in respect of the Deliverable that failed to meet the acceptance criteria. If the parties determine that a Deliverable’s functional requirements specified in a Statement of Work require modification (for example, due to incorrect assumptions or changed requirements), they will co-operate in good faith to execute a change order for such revised requirements. Change Order. Changes to a Statement of Work will require a written change order in writing and signed by the parties prior to implementation of the changes. USE OF SERVICES AND CONTENT Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation, (a) Services and access to Content are purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Subscription Type. Services and Content are subject to the usage conditions applicable to the subscription type, as specified in Order Forms and Documentation. Services and Content must not be accessed other than subject to those usage conditions. A User’s password must not be shared with any other individual. Without limiting Our rights and remedies, we reserve the right to invoice You in accordance with Section 4.2 (Invoicing and Payment) for any use of the Services or Content that exceeds or otherwise breaches the usage conditions applicable to Your subscription type, including any unauthorised use of the Services or Content arising from or in connection with sharing of User passwords. Your Responsibilities. You will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorised access to or use of Services and Content, and notify Us promptly of any such unauthorised access or use, (d) use Services and Content only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any third party software applications with which You use Services or Content. Usage Restrictions. You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You or Users, unless expressly stated otherwise in an Order Form or the Documentation, (b) gift, sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (d) attempt to gain unauthorised access to any Service or Content or its related systems or networks, (e) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, or use any of Our Services to access or use any of Our intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (f) copy a Service or any part, feature, function or user interface thereof, (g) copy Content except as permitted herein or in an Order Form or the Documentation, (h) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (i) access any Service or Content in order to build a competitive product or service or to benchmark with another product or service, (j) reverse engineer any Service (to the extent such restriction is permitted by law), or (k) use a Service to store or transmit Malicious Code. Any use of the Services in breach of this Agreement, Documentation or Order Forms, by You or Users that in Our judgment threatens the security, integrity or availability of Our services, may result in Our immediate suspension of the Services, however We will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension. FEES AND PAYMENT Fees. You will pay all fees specified in Statements of Work and Order Forms. Except as otherwise specified herein or in an Order Form in relation to Services and Content, (i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non-cancellable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term. Any changes to fees for Professional Services must be the subject of a change order executed by the parties. Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 10.2 (Term of Purchased Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Fees for Professional Services will be invoiced as specified in a Statement of Work or, if not specified, monthly in arrears. Unless otherwise stated in the relevant Statement of Work or Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information. Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 4.2 (Invoicing and Payment). Payment Disputes. We will not exercise Our rights under Section 4.3 (Overdue Charges) or otherwise if You notify Us by the due date for payment of the disputed fees and the reasons for the dispute, You pay Us the undisputed amounts of any invoice by the due date, and You co-operate diligently to resolve the dispute. Taxes. Unless otherwise provided, the fees do not include any GST, foreign withholding, use, property, excise, service, or similar taxes (Taxes). If GST is imposed on any supply made under this Agreement, the recipient of the taxable supply will pay to the supplier an additional amount equal to the GST payable on or for the supply at the same time as payment for the taxable supply is required to be made in accordance with this Agreement, subject to the supplier issuing a tax invoice in respect of the supply. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees. Terms used in this Section which are not otherwise defined have the meaning given in the GST Act. Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features. PROPRIETARY RIGHTS AND LICENCES Reservation of Rights. Subject to the limited rights expressly granted to You hereunder, We reserve all of Our title and interest in and to the Services and Content, including all of Our related intellectual property rights (“IP Rights”). No rights are granted to You hereunder other than as expressly set forth herein. You must not during, or at any time after the expiry or termination of this Agreement (a) assert any right to or over any IP Rights, (b) take, appropriate or represent any and all such IP Rights as Your own, (c) take any action which would or might invalidate, challenge, oppose or otherwise put in dispute Our right to the IP Rights, or (d) cause, permit or assist any other person directly or indirectly to do any of the foregoing acts. Access to and Use of Content. You have the right to access and use applicable Content subject to the terms of applicable Order Forms, this Agreement and the Documentation. Your Data. You grant to Us and Our Affiliates and personnel a non-exclusive right to process Your Data (including Personal Information) to provide and support the Services. You also grant to Us a non-exclusive, royalty-free, worldwide, irrevocable, perpetual licence to use Your Data with those other customers of the Services in an aggregated and de-identified form for the purposes of research, product development, testing and benchmarking in relation to the Services. Subject to the limited licences granted herein, We acquire no right, title or interest from You under this Agreement in or to any of Your Data. License to Use Feedback. You grant to Us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our services, without any acknowledgement or notice to You, any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of Our Services. CONFIDENTIALITY AND PRIVACY Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms and Statements of Work (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, (iv) was independently developed by the Receiving Party, or (v) it is required to disclose by law, order of a court or the rules of any stock exchange on which a party’s shares are listed. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorised by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form or Statement of Work to any third party other than its legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its legal counsel or accountants will remain responsible for such legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, We may disclose the terms of this Agreement and any applicable Order Form or Statement of Work to a subcontractor to the extent necessary to perform Our obligations to You under this Agreement, under terms of confidentiality materially as protective as set forth herein. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information. Privacy. Each party must comply with the Privacy Laws in respect of any Personal Information obtained or dealt with pursuant to this Agreement. You consent to, and agree to procure the consent of each of User to, the collection, disclosure, use and keeping of Personal Information in accordance with Our Privacy Policy. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so. Our Warranties. We warrant that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, (b) We will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) We will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Your exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below. Service Availability. We will maintain an average monthly availability for the Services as specified in the applicable SLA. Your sole and exclusive remedy for Our breach of the SLA is the issuance of a service credit in the amount described in the SLA. To claim a service credit, You must follow Our procedure for claiming service credits specified in the Documentation. We will apply any verified service credit to the next month’s invoice for the Services or provide a refund for the amount of the service credit if no future invoice is due. This Section 7.3 will not apply if: (a) the Services are not used in accordance with the Agreement or Documentation; or (b) any non-conformity with the SLA is caused by any act or omission of You, Your Affiliates or any User, or by any product or service not provided by Us, or (c) the Services were provided free of charge. Disclaimers. Except as expressly provided herein, and subject to Section 7.5, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. Content is provided “as is,” exclusive of any warranty whatsoever. Each party disclaims all liability and indemnification obligations for any harm or damages caused by any third-party hosting providers. Non-excludable warranties. To the extent that any implied term, condition, warranty or other liability or remedy under any law cannot be excluded by law, Our liability to You in respect of that term, condition, warranty, liability or remedy is limited, at Our election, in respect of goods, to repairing or resupplying the affected goods or paying the cost of repairing or resupplying those goods, and in respect of services, to resupplying the affected services or paying the cost of having those services resupplied. You acknowledge that this limitation of liability is reasonable in all the circumstances. Acknowledgements by You. You acknowledge that We do not represent, warrant or guarantee that Purchased Services will be completely free of error or defects and You agree that the existence of errors or defects does not, in itself, constitute a breach of this Agreement. Nothing in the foregoing limits Our obligation to You to provide support for the Services in accordance with this Agreement, the applicable Order Form or the Documentation. MUTUAL INDEMNIFICATION Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that any Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Us in writing of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defence and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 7.2 above, (ii) obtain a licence for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defence and indemnification obligations do not apply to the extent a Claim Against You arises from Content, an application or service not provided by Us, or Your use of the Services in violation of this Agreement, the Documentation or applicable Order Forms. Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that any of Your Data infringes or misappropriates such third party’s intellectual property rights, or arising from Your use of the Services or Content in violation of the Agreement, the Documentation, Order Form or applicable law (each a “Claim Against Us”), and You will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a settlement approved by You in writing of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense. Exclusive Remedy. This Section 8 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 8. LIMITATION OF LIABILITY Limitation of Liability. Subject to Sections 9.2 and 9.3, in no event shall the aggregate liability of each party arising out of or related to this Agreement exceed: (a) in respect of the Services and Content, the total amount paid by You hereunder for the Services giving rise to the liability in the twelve months preceding the first incident out of which the liability arose; and (b) in respect of the Professional Services, the total amounts paid or payable by You under the relevant Statement of Work. The foregoing limitation will apply whether in contract, tort or otherwise, but will not limit Your obligation to pay the fees. Exclusion of Consequential and Related Damages. Subject to Section 9.3, in no event will either party have any liability arising out of or related to this Agreement for any lost profits, revenues or goodwill or loss of or corruption of data, or indirect, special, incidental, consequential, business interruption or punitive damages, whether in contract, tort or otherwise, even if a party has been advised of the possibility of such damages. The foregoing exclusion will not apply to the extent prohibited by law. Exceptions. The limitations of liability in Sections 9.1 and 9.2 will not apply to a party in respect of personal injury, death or damage to tangible property caused by the action or inaction of that party. Reduction of liability. Each party’s liability to the other party, including under Section 8 (Mutual Indemnification), is reduced to the extent that the other party caused or contributed to such loss or damage being suffered or incurred. Force Majeure. Each obligation of a party, other than the obligation to pay money, will be suspended during the time and to the extent that the party is prevented from or delayed in complying with that obligation by a Force Majeure Event if the failure or delay could not have been prevented by reasonable precautions, or could not have reasonably been circumvented by the affected party by means of alternate sources, workarounds or other means. TERM AND TERMINATION Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated. Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The version of this Agreement published on Our website as at the subscription renewal date will apply during any renewal term. The per- unit pricing during any renewal term will increase by the amount of any CPI Increase, unless We provide You notice of different pricing at least 60 days prior to the applicable renewal term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing. Term of Statements of Work. The term of each Statement of Work shall commence on the date of execution of that Statement of Work, and will continue until all Professional Services under that Statement of Work have been completed or until the Statement of Work is terminated in accordance with this Agreement. Termination. A party may terminate this Agreement, an Order Form or a Statement of Work for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of an Insolvency Event. Refund or Payment upon Termination. If this Agreement, an Order Form or a Statement of Work is terminated by You in accordance with Section 10.4 (Termination), We will refund You any prepaid fees covering the remainder of the term of all terminated Order Forms after the effective date of termination. If this Agreement or an Order Form is terminated by Us in accordance with Section 10.4, You will pay any unpaid fees covering the remainder of the term of all terminated Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us under an Order Form or a Statement of Work for the period prior to the effective date of termination. Your Data Portability and Deletion. Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, We will make Your Data available to You for export or download as provided in the Documentation. After such 30-day period, We will have no obligation to maintain or provide any Your Data, and as provided in the Documentation will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited. Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality and Privacy”, “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Customer Data Portability and Deletion,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION General. This Agreement shall be governed by and interpreted in accordance with the laws of Victoria and the Commonwealth of Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria and the Commonwealth of Australia in respect of any disputes arising out of or in connection with this Agreement. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement must be in writing and sent to the address for the recipient in the Order Form or Statement of Work or as otherwise notified by the recipient from time to time, and will be effective upon (a) personal delivery, (b) the fifth business day after mailing, or (c) for notices sent by email (except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices and must not be sent by email), one hour after the notice leaves the sender’s information system, unless the notice is sent after 4.30pm on a Business Day, in which case it will be deemed to have been received at 9am on the next Business Day. Billing-related notices to You will be addressed to the relevant billing contact designated by You. All other notices to You will be addressed to the relevant Services system administrator designated by You. GENERAL PROVISIONS Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the parties. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Order Forms), without the other party’s consent to an Affiliate able to perform that party’s obligations under this Agreement or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, We will refund to You any prepaid fees allocable to the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect. Dispute Resolution. Any dispute under or in connection with this Agreement between the parties shall be resolved in the following manner: (a) a party wishing to resolve a dispute must give notice in writing to the other party specifying reasonable details of the dispute (including the identification of the matters in dispute) and requiring resolution of the dispute by those other parties under this Section 12.7 (Dispute Resolution) ("Dispute Notice"); (b) within 7 days after the date on which the Dispute Notice is given by a party, a senior management representative of each party must meet and engage in good faith discussions with the objective of resolving the dispute by agreement; and (c) if, and only after a period of 14 days after the date on which the Dispute Notice is received by a party, and the parties have not been able to resolve the dispute, any of the parties may refer the dispute to mediation in accordance with the Rules of Arbitration and Mediation of the Resolution Institute. Signed by Systema A.I. Holdings Pty Ltd: