Kalon Business Intelligence Software Subscription Terms and Conditions These terms and conditions and corresponding order form ("Order Form") govern your use of the Kalon Business Intelligence Kalon Software (“Kalon Software”). The Order Form and these terms and conditions are together referred to as “this Agreement”. This Agreement is entered into between: EVORA BUSINESS SOLUTIONS PTY LTD (ACN 621 447 774) of Level 3, 162 Collins Street, Melbourne VIC 3000 (Evora); and The legal entity executing the Order Form ("Customer"); (each a “Party” and together “the Parties”). This Agreement takes effect on and from the date specified in the Order Form (the "Effective Date"). THE PARTIES AGREE AS FOLLOWS: KALON SOFTWARE Subject to the terms and conditions of this Agreement, Evora will provide Customer and its Authorised Users with access and the right to use the Kalon Software. The Kalon Software and this Agreement are subject to modification from time to time at Evora’s sole discretion, for any purpose deemed appropriate by Evora, so long as such modification does not materially decrease functionality or otherwise violate this Agreement. Evora will use commercially reasonable efforts to give Customer prior written notice of any such modification. Subject to the terms hereof, Evora will provide Support Services to Customer for the Kalon Software in accordance with the provisions of the Schedule to this Agreement. Except as expressly provided in this Agreement, Evora does not makes any warranty of any kind, whether express, implied, statutory or otherwise, in relation to the Kalon Software, and Evora 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. Without limiting clause 1(d) above, the Kalon Software are provided “as is,” and, to the extent permitted by law, exclusive of any warranty whatsoever. For the avoidance of doubt, the Fees for provision of the Kalon Software are confined to configuration for the Customer and do not include customisation services. Any such customised services are subject to a separate fee to the Customer as Additional Services. RESTRICTIONS AND RESPONSIBILITIES Customer will not, and will not permit any third party or any Authorised User to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Kalon Software (provided that such activities are prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Kalon Software; use the Kalon Software for any purpose other than its own internal business use; or use the Kalon Software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, intellectual property, consumer and child protection, obscenity or defamation). Customer will not allow, and will not permit any Authorised User to allow, and third party (i.e. neither the Customer nor an Authorised User) to use or access the Kalon Software. Customer agrees to indemnify and hold harmless Evora against any damages, losses, liabilities, settlements and expenses (including without limitation costs and legal fees) in connection with any claim or action that arises from an alleged violation of clause 2(a) or (b) above or otherwise arising from Customer’s use of Kalon Software. Although Evora has no obligation to monitor the content provided by Customer or its Authorised Users, or Customer’s or its Authorised Users’ use of the Kalon Software, Evora may do so and may remove any such content or prohibit any use of the Kalon Software it believes may be (or be alleged to be) in violation of clause 3(a) above. Customer will be responsible for maintaining the security of Customer account, passwords (including but not limited to administrative and Authorised User’s personal logins and passwords) and files, and for all uses of Customer’s account with or without Customer’s knowledge or consent, including any use by Authorised Users). The license granted hereunder does not extend to employees and contractors of any of Customer’s affiliates or any entity that controls or is controlled by Customer, unless such affiliate or entity is explicitly granted permission to use the Kalon Software in the Order Form. Customer shall ensure that its Authorised Users are familiar with and agree to all applicable obligations contained in this Agreement, and Customer shall be liable for any breach of this Agreement by any Authorised User. Evora’s privacy policy governs Evora’s use of information collected directly from Authorised Users. The Customer will and will procure that all Authorised Users will notify Evora of any unauthorised or unlawful processing or any accidental loss, destruction, damage, alteration or disclosure of personal information processed under this Agreement as soon as it becomes aware and keep Evora informed of any related developments. Customer acknowledges and agrees that the Kalon Software operate on or with or using application programming interfaces (APIs) and/or other services operated or provided by third Parties (“Third Party Services”). Evora is not responsible for the operation of any Third Party Services nor the availability or operation of the Kalon Software to the extent such availability and operation is dependent upon Third Party Services. Evora does not make any representations or warranties with respect to Third Party Services. DUTIES OF THE customer Access to the Kalon Software requires the Customer to install the latest versions of the following browsers: Microsoft Edge Internet Explorer (i.e. Internet Explorer 11, noting that some advanced features, such as lineage view, are not supported in Internet Explorer). Chrome desktop Safari Mac Firefox desktop Without limiting the other exclusions and limitations in this Agreement, Evora accepts no liability in respect of use by Customer or its Authorised Users of any other browser or other than the latest versions of the above. During the Term of this Agreement, the Customer will: advise Evora promptly of any Customer claim or complaint arising out of the use of the Kalon Software; immediately advise Evora if it has any knowledge that any person is infringing or violating, or is attempting or planning to infringe or violate, any Intellectual Property Rights held by Evora; and comply with all statutory and common laws. MUTUAL WarrantY The Parties each warrants that they have authority to enter into and perform their respective obligations under this Agreement and that this Agreement has been duly executed by them and is a legal, valid and binding Agreement; CONFIDENTIALITY Each Party must keep confidential at all times all Confidential Information of the other Party and may only disclose such Confidential Information to: its employees, agents, sub-contractors or advisors who require the information for the purposes of this Agreement; or with the consent of the Party who supplied the information, which consent may be given or withheld in its absolute discretion; or if required to do so by law or a stock exchange; or if required to do so in connection with legal proceedings relating to this Agreement. Any Party disclosing information under clause 5.1 must use all reasonable endeavours to ensure that persons receiving Confidential Information from it do not disclose the information except in the circumstances permitted in clause 5.1. A Party who has received Confidential Information from another under this Agreement must, on the request of the other Party, immediately deliver to that Party all documents or other materials continuing or referring to that information which are in its possession, power or control or in the possession, power or control of persons who have received Confidential Information from it under clause 5.1. The Customer acknowledges and agrees that damages will not be a sufficient remedy for Evora for a breach by the Customer of this clause 5 and that Evora is entitled to specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach of this clause by the Customer or any person to whom the Customer is entitled to disclose Confidential Information, in addition to any other remedies available to Evora at law or in equity. INTELLECTUAL PROPERTY RIGHTS Except as expressly set forth herein, Evora alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Kalon Software and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party or Authorised User relating to the Kalon Software, which are hereby assigned to Evora. Customer and its Authorised Users will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Kalon Software, or any intellectual property rights. Evora will obtain and process content and/or data provided by or on behalf of Customer (“Customer Content”) only to perform its obligations under this Agreement. Customer and its licensors shall (and Customer hereby represents and warrants that they do) have and retain all right, title and interest (including, without limitation, sole ownership of) all Customer Content distributed through the Kalon Software and the intellectual property rights with respect to that Customer Content. If Evora receives any notice or claim that any Customer Content, or activities hereunder with respect to any Customer Content, may infringe or violate rights of a third party (a “Claim”), Evora may (but is not required to) suspend activity hereunder with respect to that Customer Content and Customer will indemnify Evora from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any such Claim, as incurred. If Evora has reason to believe or receives notification that the Kalon Software may infringe or misappropriate the intellectual property rights of a third party, Evora may at its election: obtain the right for the Customer to continue to exercise the rights granted under this Agreement; substitute the Kalon Software with similar software; modify the Kalon Software so that they no longer infringe, but has substantially similar operating capabilities and functionality; obtain a licence to grant such rights as may be required to make the Kalon Software non-infringing while still complying with the representations and warranties of this Agreement; or terminate this Agreement immediately by providing notice to the Customer. The Customer grants to Evora a royalty-free, non-exclusive licence to use and display the Customer's logo, at Evora’s sole discretion, on the Evora website or in Evora's marketing materials for the purpose of promoting the partnership. PAYMENT OF FEES Customer will pay Evora: the fees set forth in the Order Form for the Kalon Software; and to the extent applicable, all fees for Additional Services (collectively, the “Fees”). All payments will be made in accordance with the Invoice Frequency and Payment Terms specified in the Order Form or other applicable agreement executed by the Parties. Unpaid Fees are subject to an interest charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of this Agreement. Where applicable, any GST payable in respect of this Agreement or the supply of any goods or service made under or in respect of this Agreement and any other taxes, duties or levies will be paid by the Customer at the then-prevailing rate. Evora may increase the applicable fees under this Agreement by providing the Customer with 60 days advance notice of such increase. Upon receipt of such notice the Customer will be deemed to accept such fee for the remainder of the Initial Term or Renewal Term (as the case may be) unless the Customer provides notice of termination of this Agreement at least 30 days before the effective date of the fee increase (i.e. within 30 days of the date of Evora’s notice thereof). TERM AND TERMINATION Subject to earlier termination as provided below, this Agreement will remain in effect for the term specified on the Order Form (the “Initial Term”). Following the Initial Term, this Agreement will automatically renew for successive renewal terms of equal length to the Initial Term on the same terms and conditions, (each, a “Renewal Term”, and together with the Initial Term, the “Service Term”) unless either Party gives the other Party notice of non-renewal at least sixty (60) days prior to the end of the then-current term. In the event of any material breach of this Agreement, the non- breaching Party may terminate this Agreement prior to the end of the Service Term by giving thirty (30) days’ prior written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach prior to the expiration of such thirty-day period. This Agreement shall automatically terminate if: an order is made for the winding up or dissolution without winding up (other than for the purposes of reconstruction or amalgamation) of the other Party; a receiver, receiver and manager, provisional liquidator, administrator or like official is appointed over the whole or a substantial part of the other Party’s assets or property; or a holder or encumbrancer takes possession of the whole or a substantial part of the other Party’s assets or property. The Customer may terminate this Agreement in the circumstances described in clause 7(e) above. Upon termination of this Agreement: Evora will: suspend or cancel the Customer’s access to the Kalon Software and any other Evora products or services; be regarded as discharged from any further obligations under this Agreement; and within 60 days from the effective date of termination, return the Customer Content to the Customer in the format that the Customer provided it to Evora. the Customer must, at its own expense: immediately pay all amounts owing to Evora; and delete all data systems which include information or data derived from the Kalon Software. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability. LIMITATION OF LIABILITY To the greatest extent permitted by law, in no event will Evora (or any of its agents, affiliates, licensors or suppliers) be liable for any indirect, punitive, incidental, special, or consequential damages, or the cost of procurement of substitute goods, services or technology, arising out of or in any way connected with the provision of, use of or delay or inability to use the Kalon Software or anything provided in connection with this Agreement or otherwise arising from this Agreement, including without limitation, loss of revenue or anticipated profits or lost business or lost sales, whether based in contract, tort (including negligence), strict liability, or otherwise, even if Evora has been advised of the possibility of damages. To the greatest extent permitted by law, the total liability of Evora, whether based in contract, tort (including negligence or strict liability), or otherwise, will not exceed, in the aggregate, the lesser of: (i) one thousand dollars, or (ii) the fees paid to Evora hereunder in the three month period ending on the date that a claim or demand is first asserted. IndemnIty The Customer indemnifies Evora against any liability, loss or damage arising from, and any costs and expenses (including legal expenses) incurred in connection with any claim, action, demand or proceeding by a person against Evora directly or indirectly arising from or in connection with: any unlawful or tortious act or omission of the Customer in relation to its obligations under this Agreement; or any breach by the Customer of this Agreement, except to the extent that such claim, action, demand or proceeding was caused by a breach of this Agreement by Evora. RELATIONSHIP OF THE PARTIES No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Provider in any respect whatsoever. Assignment The Customer must not sub-license, assign or novate, directly or indirectly, or attempt to sub-licence, assign or novate, any of its rights or obligations under this Agreement without the prior written consent of Evora. Evora may assign or subcontract all or part of this Agreement to any other Party. Dispute resolution If a dispute arises out of or in relation to this Agreement, either Party may notify the other in writing in which case a nominated representative of each affected Party must promptly attempt in good faith to resolve the dispute. In the event that the Parties are unable to resolve the dispute within 60 days of the written notification referred to in this clause, each Party must promptly refer the dispute for resolution to the Chief Executive of that Party. If the Parties are unable to resolve the dispute within 14 days following referral to the Senior Executive of the relevant Parties, then the Parties must seek to mutually appoint an arbitrator. If the Parties cannot agree on a single arbitrator, then there will be three arbitrators: one selected by each Party, and a third selected by the first two. Arbitration will take place in Melbourne, Australia. The arbitration rules will be the Resolution Institute Rules. Nothing in this clause 13 will prevent a Party from seeking urgent injunctive relief before an appropriate court with respect to a violation of Intellectual Property Rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction. Notices Any notices under this Agreement must be provided in writing to the Party’s address, as set out in this Agreement. Entire agreement This Agreement constitutes the entire agreement between the Parties regarding the matters set out in it and supersedes any prior representations, understandings or arrangements made between the Parties, whether orally or in writing. Variation Evora may unilaterally amend this Agreement from time to time to reflect additions to the Kalon Software, changes in market conditions, changes in payment methods, changes in relevant laws and regulatory requirements and changes in the capabilities of Evora's system. Evora will provide the Customer with reasonable prior notice of any amendment to this Agreement. Waiver A right created by this Agreement cannot be waived except in writing signed by the Party entitled to that right. Delay by a Party in exercising a right does not constitute a waiver of that right, nor will a waiver (either wholly or in part) by a Party of a right operate as a subsequent waiver of the same right or of any other right of that Party. Further assurances Each Party must promptly execute all documents and do everything necessary or desirable to give full effect to the arrangements contained in this Agreement. Severance If any clause or part of any clause is in any way unenforceable, invalid or illegal, it is to be read down so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from this Agreement without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect. Preservation of existing rights The expiration or termination of this Agreement does not affect any right that has accrued to a Party before the expiration or termination date. FORCE MAJEURE If a Force Majeure Event prevents a party (the “Affected Party”) from complying with any of its obligations under this Agreement, the Affected Party shall be excused performance, and any liability for non-performance, of those obligations, for the duration of the Force Majeure Event. When a Force Majeure Event prevents the Affected Party from complying with any of its obligations under this Agreement, the Affected Party must notify the other party as soon as practicable (and in any event within two (2) days). If such Force Majeure Event lasts for more than thirty (30) days from the date of the notification and such Force Majeure Event prevents that party from performing its material obligations under this Agreement during that period, the other party is entitled (but not obliged) to terminate this Agreement immediately on written notice at no cost. Upon the cessation of the Force Majeure Event the Affected Party must promptly notify the other party of such cessation and resume performance of the affected obligations. Neither party is liable for any costs or expenses of the other party arising as a result of any Force Majeure Event. Counterparts This Agreement may be executed in any number of counterparts, including e-signed electronic copies. All counterparts taken together constitute one instrument. Governing Law This Agreement and, to the extent permitted by law, all related matters including non-contractual matters, is governed by the Laws of Victoria, Australia. In relation to such matters, each Party irrevocably accepts the non-exclusive jurisdiction of courts with jurisdiction there and waives any right to object to the venue on any ground. DEFINITIONS AND INTERPRETATION Definitions “Additional Services” means services additional to the Support Services and access to the Kalon Software, such as integration services or consulting services. “Authorised User” means individual users that are employees or contractors of the Customer’s organisation that have the Customer’s domain email address). “Business Day” means a weekday that is not a public holiday in Victoria, Australia. “Confidential Information” means all confidential, non-public or proprietary information regardless of how the information is stored or delivered, exchanged between the Parties before, on or after the date of this Agreement relating to the business, technology or other affairs of the provider of the Confidential Information and includes information regarding the negotiations for, and the existence and terms of, this Agreement and includes information regarding Customers, and any existing customers and targets of Evora but excludes information which: (a) is in or becomes part of the public domain other than through breach of this Agreement or an obligation of confidence owed to the provider of the Confidential Information; or (b) the recipient of the Confidential Information can prove was already known to it at the time of disclosure by the provider of the Confidential Information (unless such knowledge arose from a disclosure of information to the recipient which the recipient knew was in breach of an obligation of confidentiality); or (c) the recipient of the Confidential Information acquires from a source other than the provider of the Confidential Information where such source is entitled to disclose it. “Documentation” means the technical and operating documentation relating to the Kalon Software provided to the Customer by Evora for the Customer to provide to Customers, including documentation for new releases and/or updates to the Kalon Software provided to the Customer by Evora, or otherwise made or obtained by the Customer for the Customer, or any Customers. “Force Majeure Event” means an act of God, fire, flood, storm, revolution, act of terrorism, riot or civil commotion. “GST” means the GST as defined in the GST Law. “GST Law” means the A New Tax System (Goods and Services Tax) Act 1999 (Cth). “Intellectual Property Rights” means all current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trademarks, trade secrets, know-how, confidential information, patents, invention and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967. “Kalon Software” means Evora’s proprietary Kalon Business Intelligence Software identified in the Order Form and that is hosted by Evora or its service provider and made available to Customer subject to this Agreement and includes the Documentation. “Support Services” means the support services described in the Schedule to this Agreement. Interpretation In this Agreement unless the context clearly indicates otherwise: a reference to legislation or a legislative provision includes any statutory modification, or substitution of that legislation or legislative provision; clause headings are inserted for convenience only and do not form part of this Agreement; a reference to a person includes a natural person, corporation, statutory corporation, partnership, the Crown or any other organisation or legal entity; a reference to a corporation includes its successors and permitted assigns; a reference to a time is to that time in Victoria, Australia; monetary amounts are expressed in Australian dollars; and the singular includes the plural and vice-versa. Schedule – Support Services Support Services: During the period of this Agreement, Evora will provide the services described herein so as to maintain the Kalon Software in good working order, keeping it free from material defects so that the Kalon Software shall function properly and in accordance with the accepted level of performance. Service Response: Evora will make available to Customer the e-mail address kalonsupport@evora.com.au and support web portal https://evora.atlassian.net for Customer to request service of the Kalon Software. The business operates during business hours, 9am to 6pm, Monday through Friday, excluding Victorian public holidays. Remedial Support: Upon receipt by Evora of notice from Customer of an error, defect, malfunction or non-conformity in the Kalon Software, Evora shall respond as provided below: Severity 1: Produces an emergency situation in which the Kalon Software is inoperable or fails catastrophically. Response: Evora will provide a response by a qualified member of its staff to begin a diagnose and to correct a Severity 1 problem as soon as reasonably possible, but in any event a response via telephone or e-mail will be provided within two (2) hours. Evora will continue to provide best efforts to resolve Severity 1 problems in less than twenty-four (24) hours. The resolution may be delivered to Customer as work-around or as an emergency fix. If Evora delivers an acceptable work-around, the severity classification will drop to a Severity 2. Severity 2: Produces a detrimental situation in which performance (throughput or response) of the Kalon Software degrades substantially below reasonable loads, such that there is a severe impact on use; the Kalon Software is usable, but materially incomplete; one or more primary functions or commands is inoperable; or the use is otherwise significantly impacted. Response: Evora will provide a response by a qualified member of its staff to begin to diagnose and correct a Severity 2 problem as soon as reasonably possible, but in any event a response via telephone or e-mail will be provided within four (4) hour(s). Evora will continue to provide best efforts to resolve Severity 2 problems within three (3) days. The resolution will be delivered to Customer as work-around or as an emergency fix. Severity 3: Produces a minor impact in which performance or minor loss of function of the Covered Systems degrades substantially under reasonable loads, such that there is a minor impact on use; the Covered Systems is usable, but materially incomplete; one or more peripheral functions or commands is incomplete; or the use is otherwise impacted. Response: Evora will provide a response by a qualified member of its staff to begin to diagnose and correct a Severity 3 problem as soon as reasonably possible, but in any event a response via telephone or e-mail will be provided within eight (8) hour(s). Evora will continue to provide best efforts to resolve Severity 3 problems within seven (7) days. The following services are not included under the Agreement: Repair of damage arising from changes, alterations, additions or modifications by a person not approved by Evora to undertake that work; Repair of damage arising from a negligent act or misuse not caused or contributed to by Evora, its servants or agents; Repair of damage caused by hardware fault, computer virus infection, computer malware infection, intentional and unintentional deletion of files not caused or contributed to by Evora, its servants or agents; Repair of damage caused by the failure of electrical power, air conditioning, humidity control or any environmental factor not caused or contributed to by Evora, its servants or agents; Repair of damage caused by a Force Majeure Event. At the Customer’s request, Evora may provide any of the additional services referred to above but Evora may take an extra charge as noted under Additional Services in the Order Form, based on the applicable standard rates set out below (subject to the Customer’s prior approval of a quote for the Additional Services provided by Evora):