Terms of Service

SAAS SERVICES AGREEMENT
v0.0.1

This SaaSServices Agreement (Agreement ) is entered into between

Rubbs’Creations Pty. Ltd. (ACN 619572244) (Company),

and you (Customer).

BACKGROUND

(A) This Agreement is for the Company to provide theCustomer to provide the services outlined in Schedule 2 (Services),which includes access to the software the Company provides as part of theService (Software).

(B) This Agreement also includes and incorporates Schedule 1.

OPERATIVEPROVISIONS

1. Definitions and Interpretation

1.1. Definitions

In thisagreement unless the context otherwise requires:

Intellectual Property means copyrights, patents, trade marks, servicemarks, trade names, designs, and similar industrial, commercial andintellectual property (whether registered or not and whether protected bystatute or not and including formulae, recipes and know-how).

1.2. Interpretations

In thisagreement unless the context otherwise requires:

(a) a reference to any legislation or legislativeprovision includes any statutory modification or re-enactment of, orlegislative provision substituted for, and any subordinate legislation issuedunder, that legislation or legislative provision;

(b) the singular includes the plural and vice versa;

(c) a reference to an individual or person includesa corporation, partnership, joint venture, association, authority, trust, stateor government and vice versa;

(d) a reference to any gender refers to all genders;

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(e) a reference to a recital, clause, schedule,annexure or exhibit is to a recital, clause, schedule, annexure or exhibit ofor to this agreement;

(f) a recital, schedule, annexure or description ofthe parties forms part of this agreement;

(g) a reference to any agreement or document is tothat agreement or document (and, where applicable, any of its provisions), asamended, novated, supplemented or replaced from time to time;

(h) a reference to any party to this agreement, orany other document or arrangement, includes that party's executors, administrators,substitutes, successors and permitted assigns;

(i) where an expression is defined, another part ofspeech or grammatical form of that expression has a corresponding meaning;

(j) where an expression is defined anywhere in thisagreement it has the same meaning throughout;

(k) a reference to time is to local time in Canberra,Australia; and

(l) a reference to "dollars" or"$" is to an amount in USA currency unless otherwise specified.

2. SaaS Services and Support

(a) Subject to the terms of this Agreement, theCompany will use commercially reasonable efforts to provide the Customer theServices in accordance with the Service Level Terms attached in Schedule 1.

(b) Subject to thisAgreement, the Company will provide the Customer with reasonable technicalsupport services in accordance with the Company’s standard practice.

3. Restrictions andResponsibilities

(a) Except as otherwise permitted by the CopyrightAct 1968 (Cth) or agreed to in writing by Rubbs Creations, the Customer mustnot:

(i) modify the Software or merge any aspect of theSoftware with another programme, record, reverse engineer, copy, duplicate,reproduce, create derivate works from, frame, download, display, transmit ordistribute any of the Software, the source code of the Software or anydocuments, manuals or setup instructions provided with the Software or inrelation to the Services;

(ii) licence, sell, rent, lease, transfer, assign orotherwise commercially exploit the Software or the Services;

(iii) engage in unauthorised access to or use of data,services, systems or

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networks, including anyattempt to probe, scan or test the vulnerability of a system or network or tobreach security or authentication measures;

(iv) access, store, distribute or transmit:

(A) viruses, worm, trojan or other malicious codethat corrupts, degrades or disrupts the operation of the Software;

(B) material that is unlawful, unethical, harmful,threatening, defamatory, obscene, infringing, harassing or racially orethnically offensive or a contravention of the rights of any third party;

(D) material that abuses or causes damage or injuryto any person or property;

(v) provide Software login details or passwords, orotherwise provide access to the Software, to any unauthorised third party andyou will take all reasonable steps to prevent unauthorised access to, or useof, the Software;

(vi) share any features of the Software that are notpublicly available with any unauthorised third party;

(vii) engage in any conduct on the Software that is inbreach of this Agreement (or any agreements mentioned therein); and

(viii) encumber or allow the creation of any mortgage,charge, lien or other security interest in respect of the Software.

Any breach of this clause constitutes a breachof this Agreement and we may, at our absolute discretion, terminate or suspendyour access to, and/or use of, the Software or the Services, and/or takefurther actions against you for breach of this Agreement.

(b) The Customer represents, covenants, and warrantsthat the Customer will use the Services only in compliance with the Company’sstandard published policies then in effect (Policy) and all applicablelaws and regulations.

(c) The Customer hereby agrees to indemnify and holdharmless the Company against any damages, losses, liabilities, settlements andexpenses (including without limitation costs and legal fees) in connection withany claim or action that arises from an alleged violation of the foregoing orotherwise from the Customer’s use of Services. Although the Company has noobligation to monitor the Customer’s use of the Services, the Company may do soand may prohibit any use of the Services it believes may be (or alleged to be)in violation of the foregoing.

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(d) The Customer shall be responsible for obtainingand maintaining any equipment and ancillary services needed to connect to,access or otherwise use the Services, including, without limitation, modems,hardware, servers, software, operating systems, networking, web servers and thelike (collectively, Equipment ). The Customer shall also be responsiblefor maintaining the security of the Equipment, the Customer account,passwords (including but not limited to administrative and user passwords) andfiles, and for all uses of the Customer account or the Equipment with orwithout the Customer’s knowledge or consent.

4. Confidentiality andProprietary Rights

(a) Each party (Receiving Party) understandsthat the other party (Disclosing Party) has disclosed or maydisclose business, technical or financial information relating to theDisclosing Party’s business (referred to as Proprietary Information ofthe Disclosing Party).

(b) Proprietary Information of the Company includesnon-public information regarding features, functionality and performance of theService. Proprietary Information of the Customer includes non-public dataprovided by the Customer to the Company to enable the provision of the Services(Customer Data).

(i) to take reasonable precautions to protect suchProprietary Information, and

(ii) not to use (except in performance of theServices or as otherwise permitted in this Agreement) or divulge to any thirdperson any such Proprietary Information. The Disclosing Party agrees that theforegoing shall not apply with respect to any information after five (5) yearsfollowing the disclosure thereof or any information that the Receiving Partycan document (a) is or becomes generally available to the public, or (b) was inits possession or known by it prior to receipt from the Disclosing Party, or (c)was rightfully disclosed to it without restriction by a third party, or (d) wasindependently developed without use of any Proprietary Information of theDisclosing Party or (e) is required to be disclosed by law.

(d) The Customershall own all right, title and interest in and to the Customer Data, as well asany data that is based on or derived from the Customer Data and provided to theCustomer as part of the Services. The Company shall own and retain all right,title and interest in and to (a) the Services, all improvements, enhancementsor modifications thereto, (b) any software, applications, inventions or othertechnology developed in connection with Implementation Services or support, and

(e) Notwithstanding anything to the contrary, theCompany shall have the right to

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collectand analyse data and other information relating to the provision, use andperformance of various aspects of the Services and related systems andtechnologies (including, without limitation, information concerning CustomerData and data derived therefrom), and the Company will be free (during andafter the term) to (i) use such information and data to improve and enhance theServices and for other development, diagnostic and corrective purposes inconnection with the Services and other Company offerings, and (ii) disclosesuch data solely in aggregate or other de-identified form in connection withits business. The Company may also utilise data for purposes of use in trainingand deploying artificial intelligence solutions.

(f) Both parties agree to promptly destroy anyProprietary Information of the other party that is within their possession onwritten request.

(g) No rights or licenses are granted except asexpressly set out in this Agreement.

5. Intellectual Property

(a) Subject to clauses 5(a) and 5(b), the Companygrants the Customer a personal, non-exclusive, non-transferable and revocablelicense to permit its authorised users to access and use the Software and theServices (including the Intellectual Property contained therein) throughout theworld during the Term.

(b) All rights, titleor interest in and to the Software and any information or technology that maybe provided to, or accessed by, you in connection with your use of the Softwareor Services is owned, and will remain owned, by the Company or its licensors (ProviderIP). Using the Software or the Services does not transfer any ownership orrights, title or interest in and to the Provider IP.

(c) All Intellectual Property discovered, developedor otherwise coming into existence as a result of, for the purposes of, or inconnection with, the Software or the provision of any Services willautomatically vest in, and are assigned to, the Company, including anyenhancements, improvements and modifications to the Provider IP (collectively, DevelopedIP).

(d) The Customer must not represent to anyone or inany manner whatsoever that they are the proprietor of the Software and/or theProvider IP.

(e) The Customer agrees that the Company may referto the Customer, their business name, publish their logo and/or trade mark andmake reference to the Customer as a customer of the Company in anycommunications or publications for the purposes of marketing or promoting theCompany's business.

6. Payment of Fees

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(a) The Customer will pay the Company the thenapplicable fees described in the Order Form for the Services and ImplementationServices in accordance with this Agreement (Fees).

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(b) If the Customer’suse of the Services exceeds the Service Capacity set forth on the Order Form orotherwise requires the payment of additional fees (per the terms of thisAgreement), the Customer shall be billed for such usage and the Customer agreesto pay the additional fees in the manner provided in this Agreement.

(c) The Company reserves the right to change theFees or applicable charges and to institute new charges and Fees at the end ofthe Initial Service Term or the current renewal term, upon thirty (30) daysprior notice to the Customer (which may be sent by email).

(d) If the Customer believes that the Company hasbilled the Customer incorrectly, the Customer must contact the Company no laterthan 60 days after the closing date on the first billing statement in which theerror or problem appeared, in order to receive an adjustment or credit.Inquiries should be directed to the Company’s customer support department.

(e) The Company may choose to bill through aninvoice, in which case, full payment for invoices issued in any given monthmust be received by the Company thirty (30) days after the mailing date of theinvoice.

(f) Unpaid amounts are subject to an interest chargeof 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 immediatetermination of Service.

(g) Where applicable, any goods or services tax,charge, impost or duty payable in respect of this Agreement or the supply ofany goods or service made under or in respect of this Agreement and any othertaxes, duties or levies will be paid by the Customer at the then-prevailingrate.

7. Term and Termination

(a) Subject to earlier termination as providedbelow, this Agreement is for the Initial Service Term as specified in the OrderForm, and shall be automatically renewed for additional periods of the sameduration as the Initial Service Term (collectively, Term ), unlesseither party requests termination at least thirty (30) days prior to theend of the then-current term.

(b) In addition to any other remedies it may have,either party may also terminate this Agreement upon thirty (30) days’ notice(or without notice in the case of non-payment), if the other party materiallybreaches any of the terms or conditions of this Agreement. The Customer willpay in full for the Services up to and including the last day on which theServices are provided. Upon any termination, the Company may, but is notobligated to, make Customer Data available to the Customer in a form theCompany deems appropriate for a period of thirty (30) days, but thereafter theCompany may, but is not obligated to, delete storedCustomer Data. All sections of this Agreement which by their nature shouldsurvive termination will survive

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termination, including,without limitation, accrued rights to payment, confidentiality obligations,warranty disclaimers, and limitations of liability.

8. Warranty and Disclaimer

(a) The Company shall use reasonable efforts consistentwith prevailing industry standards to maintain the Services in a manner whichminimises errors and interruptions in the Services and shall perform theImplementation Services in a professional and proper manner. Services may betemporarily unavailable for scheduled maintenance or for unscheduled emergencymaintenance, either by the Company or by third-party providers, or because ofother causes beyond the Company’s reasonable control, but the Company shall usereasonable efforts to provide advance notice in writing or by email of anyscheduled service disruption. However, the Company does not warrant that theServices will be uninterrupted or error free; nor does it make any warranty asto the results that may be obtained from use of the Services.

(b) While all due care has been taken, the Companydoes not warrant that the operation of the Services will be uninterrupted orerror free or that any third party components of the Services, will be accurateor error free or that the Services will be compatible with any application,program or software not specifically identified as compatible by the Company.

(c) To the maximum extent permitted by law, nofurther warranty, condition, undertaking or term, express or implied, statutoryor otherwise as to the condition, quality, performance or fitness for purposeof the Software provided hereunder is given or assumed by the Company otherthan as required at law.

(d) The Company makes no representations, warrantiesor guarantees:

(i) that content available on, or produced by orvia, the Software is accurate, complete, reliable, current, error-free orsuitable for any particular purpose; or

(ii) that the Software and/or the Services are orwill be free from viruses, worm, trojan or other malicious code. The Customerresponsible for taking precautions in this respect.

(e) The Company’s obligation and the Customer’sexclusive remedy during the Term are limited, in the Company’s absolutediscretion, to:

(i) the Company, atits own expense, using all reasonable endeavours to rectify any non-conformanceof the Services by repair (by way of a patch, workaround, correction orotherwise) within a reasonable period of time; or

(ii) a refund of theFees paid if, in the Company’s reasonable opinion, it is unable to rectify suchnon-conformance within a reasonable timescale or at

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aneconomic cost, whereupon this Agreement will terminate.

(f) The Customer acknowledges and accepts that it isthe Customer’s sole responsibility to ensure that:

(i) the facilities and functions of the Servicesmeet the Customer’s requirements;

(ii) the Services are appropriate for the specificcircumstance of the Customer and are within the laws and regulations of theCustomer’s jurisdiction.

(iii) the Company doesnot purport to provide any legal, taxation or accountancy advice by providingthe Service under this Agreement.

(g) The Company will not be liable for any failureof the Services to provide any function not described in the documentation(provided online as part of the Services) or any failure attributable to:

(i) any modification to the Services other than bythe Company;

(ii) accident, abuse or misapplication of Services bythe Customer;

(iii) use of the Services with other software orequipment without the Company’s written consent;

(iv) use of other than the latest, unaltered currentrelease of the Services; or

(v) use other than in accordance with thisAgreement.

(h) If, upon investigation, a problem with theServices is determined not to be the Company’s responsibility, the Company mayinvoice the Customer immediately for all reasonable costs and expenses incurredby the Company in the course of or in consequence of such investigation.

9. Indemnity

The Customer willat all times indemnify and hold harmless the Company and its officers,employees and agents in respect of any third party claim for any injury, loss,damage or expense occasioned by or arising directly or arising directly orindirectly from:

(a) a breach by the Customer of its obligationsunder this Agreement;

(b) any wilful, unlawful or negligent act oromission of the Customer.

10. Limitation on liability

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(a) Except in thecase of death or personal injury caused by the Company's negligence, theliability of the Company under or in connection with this Agreement whetherarising in contract, tort, negligence, breach of statutory duty or otherwise

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must not exceed the fees paidby the Customer to the Company for the Services under this Agreement in the 12months prior to the act that gave rise to the liability, in each case, whetheror not the Company has been advised of the possibility of such damages.

(b) Neither party is liable to the other party incontract, tort, negligence, breach of statutory duty or otherwise for any loss,damage, costs or expenses of any nature whatsoever incurred or suffered by thatother party of an indirect or consequential nature including any economic lossor other loss of turnover, profits, business or goodwill.

11. Dispute Resolution andMediation

(a) If a dispute arises out of or relates to theterms of this Agreement, neither Party may commence any legal proceedings inrelation to the dispute, unless the following clauses have been complied with(except where urgent interlocutory relief is sought).

(b) A Party to this Agreement claiming a dispute (Dispute)has arisen under the terms of this Agreement, must give written notice to theother Party detailing the nature of the Dispute, the desired outcome, and theaction required to settle the Dispute (Dispute Notice).

(c) On receipt of the Dispute Notice by the otherParty, the Parties to this Agreement must within seven days of the DisputeNotice endeavour in good faith to resolve the Dispute expeditiously bynegotiation or such other means upon which they may mutually agree.

(d) If for any reason whatsoever, 21 days after thedate of the Dispute Notice, the Dispute has not been resolved the Parties musteither agree upon selection of a mediator or request that an appropriatemediator be appointed by

A Companydirector or his or her nominee and attend a mediation.

(e) It is agreed that mediation will be held in Canberra,Australia.

(f) The Parties are equally liable for the fees andreasonable expenses of a mediator and the cost of the venue of the mediationand without limiting the foregoing, undertake to pay any amounts requested bythe mediator as a pre-condition to the mediation commencing. The Parties musteach pay their own costs associated with the mediation.

(g) All communications concerning negotiations madeby the Parties arising out of and in connection with this dispute resolutionclause are confidential and to the fullest extent possible, must be treated as"without prejudice" communications.

(h) If thirty (30)days have elapsed after the start of a mediation of the Dispute and the Disputehas not been resolved, either Party may ask the mediator to terminate the

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mediation and the mediator must do so.

(i) In the event that the Dispute is not resolved atthe conclusion of the mediation, either Party may institute legal proceedingsconcerning the subject matter of the Dispute thereafter.

12. General

(a) Except asotherwise permitted by this Agreement, no variation to its terms will beeffective unless in writing and signed by both the Company and the Customer.

(b) If any provision of this Agreement is found tobe unenforceable or invalid, that provision will be limited or eliminated tothe minimum extent necessary so that this Agreement will otherwise remain infull force and effect and enforceable.

(c) This Agreement isnot assignable, transferable or sublicensable by the Customer except with theCompany’s prior written consent. The Company may transfer and assign any of itsrights and obligations under this Agreement without consent.

(d) This Agreement is the complete and exclusivestatement of the mutual understanding of the parties and supersedes and cancelsall previous written and oral agreements, communications and otherunderstandings relating to the subject matter of this Agreement, and that allwaivers and modifications must be in writing signed by both parties, except asotherwise provided in this Agreement.

(e) No agency, partnership, joint venture, oremployment is created as a result of this Agreement and the Customer does nothave any authority of any kind to bind the Company in any respect whatsoever.In any action or proceeding to enforce rights under this Agreement, theprevailing party will be entitled to recover costs and legal fees.

(f) All notices under this Agreement will be inwriting and will be deemed to have been duly given when received, if personallydelivered; when receipt is electronically confirmed, if transmitted byfacsimile or email; the day after it is sent, if sent for next day delivery byrecognised overnight delivery service; and upon receipt, if sent by certifiedor registered mail, return receipt requested.

(g) This Agreement takes effect, is governed by, andwill be construed in accordance with the laws from time to time in force in Canberra,Australia. The Parties submit to the non-exclusive jurisdiction of the courtsof

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SCHEDULE 1 Specifications

Statementof Work

Servicesand features as described in the product and quantity purchased.

ServiceLevel Terms

The Company makesno commitment to service level terms, but will endeavour to respond to supportrequests within 1 business day.

SupportTerms

The Company willprovide Technical Support to the Customer via email on weekdays during thehours of 9:00 am through 5:00 pm Australian Eastern Standard Time, with theexclusion of Australian Public Holidays (Support Hours). The customermay initiate a helpdesk ticket during Support Hours emailing support@traceably.io. The Companywill use

commercially reasonable efforts to respond toall Helpdesk tickets within one to three business days.

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SCHEDULE 2 SAAS Services Order Form Customer: Per details provided

Phone: Per details provided

Address: Per details provided

Email: Per details provided

Services: Services and features as described in theproduct and quantity purchased.

(Service(s))

ServicesFees: As described in Stripe billing invoice(s) or direct invoice agreement from theCompany.

InitialService Term: As described in Stripe billing invoice(s) or direct invoice agreement from the Company.

ImplementationServices: theCompany will use commercially reasonable efforts to provide the Customer the services described in the Statement of Work (SOW) found in Schedule1 of this Agreement (Implementation Services), and the Customer shall pay the Company the Implementation Fee in accordance with the terms of thisAgreement

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