Subscription Agreement

This Subscription Agreement is a legal agreement between you (“you”, “your” or “Licensee”) and Multiverse Partners Technology Pty Ltd (ACN 676 041 713) (“we”, “us” “our” or “Licensor”). This agreement governs the your use of Selode.AI. Please read it carefully.

If you are agreeing to this agreement on behalf of a company, government or other entity (as the Account Holder) for which you are acting, the “you”, “your” or “Licensee” means the entity and you are binding the entity to this agreement. We may modify this agreement from time to time, subject to clause 18.

By clicking “I agree” (or similar button or checkbox) or by ordering, downloading, installing, accessing or using Selode.AI, you indicate that you are lawfully able to enter into this agreement,have legal authority to do so, and you agree to be bound by this agreement. If you do not agree to this agreement, do not click “I agree”, use or access Selode.AI. This agreement does not grant you any other rights other than those expressly contained herein.

Capitalised words that are not defined in the body of this agreement are defined in clause 22.

1. Use of Selode.AI

1.1 Selode.AI is an artificial intelligence solution that allows Licensees to securely interact with their own data and data from external sources in multiple forms with the assistance of artificial intelligence technologies.

1.2 Subject to the provisions of this agreement, with effect on and from the Commencement Date, we hereby grant to you a non-exclusive, non-transferable, non-sublicensable, right to use Selode.AI in Australia for the Term, but only for your own internal business purposes in accordance with the terms of this agreement (“Licence”). The Licence does not extend to use by any representative, parent, subsidiary, or affiliate of yours unless otherwise agreed in writing by us.

Hardware and software requirmenets

1.3 To access and use Selode.AI, you must:

(a) have the necessary Hardware installed at your premises or another location agreed by us; and

(b) use compatible computer systems and internet browsers as specified in our Support and Maintenance Policy.

Ownership

1.4 Selode.AI (including the Hardware and Software components) at all times remains our or our affiliate’s property, and nothing in this agreement transfers any ownership rights in Selode.AIto you or any third party.

Permitted Use

1.5 You are not permitted to use, or allow Selode.AI to be used, for any purpose other than the Licence granted under this agreement. Any use of Selode.AI beyond this agreement is strictly prohibited.

Security Interest

1.6 We retain a purchase money security interest (“PMSI”) in the Hardware to secure our ownership rights under the Personal Property Securities Act 2009 (Cth) (“PPSA”). You agree that we may register this security interest on the Personal Property Securities Register (“PPSR”) and undertake to provide any information or take any actions reasonably required by us to facilitate and perfect the PMSI.

Access for Support and Maintenance

1.7 You must provide us and our Representatives with reasonable access to your business premises and instance of Selode.AI, including any necessary assistance, to perform Support andMaintenance and for Periodic Updates and Reviews.

Return of Hardware

1.8 Upon termination or expiration of this agreement, or upon our written request, you must promptly return the Hardware to us in its original condition, subject to reasonable wear and tear. If you fail to return the Hardware, we may charge the Account Holder liquidated damages of $100.00 for each day the Hardware is not returned and a once off replacement fee of $25,000.00 if we deem (in our sole discretion) the Hardware to be permanently lost or destroyed, in addition to other remedies available to us.

Risk and Insurance

1.9 The Account Holder bears the risk of loss or damage to the Hardware while it is in your possession or control. The Account Holder must ensure that the Hardware is adequately insured against loss, theft, and damage for its full replacement value of at least $25,000.00. We may request copies of a certificate of currency at any time, and you must provide it promptly upon request.

Plan Terms

1.10 This agreement sets out our standard licence terms for Selode.AI. The particular pricing and inclusions of your Licence are set out in your Plan Terms. To the extent of any inconsistencybetween the terms of this standard agreement and your Plan Terms, the Plan Terms will prevail.

2. User Content

User Data

2.1 Authorised Users may input data into Selode.AI (“Input”) using the interface we have provided to do so, and will receive output from Selode.AI (“Output”) based on Selode.AI’s Stored Training Data and knowledge, the Input and the Stored User Data(together, the Input, Output and Stored User Data are referred to as the “User Content”).

Ownership of User Data

2.2 We acknowledge and agree that as between us and you, to the extent permitted by law, the Account Holder owns and retains all ownership and rights (including all IP Rights) in the User Content. We hereby assign to the Account Holder all of our right, title and interest, if any in and to the User Content.

2.3 Solely to the extent necessary to provide Selode.AI to you, you grant us a worldwide, limited-term licence to access, use, process, copy, distribute, perform, export, and display User Contentwithin Selode.AI. We will never obtain any User Content from your instance of Selode.AI unless you expressly provide it to us.

Your Obligations

2.4 You are responsible for all Input and Stored User Data that you provide and you represent and warrant that you have all rights, licenses, and permissions required to use the Input and Stored User Data. You are also solely responsible for all use of the Outputs and to evaluate the Output for accuracy and appropriateness for your use case, including by utilising an appropriate level of human review.

2.5 Selode.AI is not to be used as a repository for your User Content. It is an assistive enterprise tool and it is not intended to be used as a data storage solution. Once Input is entered into Selode.AI it is converted into data that can be utilised by Selode.AI but your Input cannot be retrieved from Selode.AI in its original form or as a copy.

2.6 You are responsible for backing up your User Content. We recommend storing one or moreduplicates of all User Content you wish to retain outside of your instance of Selode.AI.

Similar Output

2.7 Due to the nature of Selode.AI and artificial intelligence generally, some or all of the Output may be replicated in part or in whole by Selode.AI in other customer’s Selode.AI instances. Despite the potential similarity of outputs, neither we or any other third party will be given access to your User Content other than as expressly authorised by you. Our assignment of Output to the Account Holder does not grant the Account Holder any rights in relation to any of the same or similar output which may be provided to other customers.

User Account

2.8 The Account Holder must establish a User Account using the default Account Administrator login details that we provide to the Account Holder. The Account Administrator can assign, modify, restrict and deregister Authorised Users, reset login credentials and passwords, access and delete User Content, and perform other administrative actions that we make available. The Account Administrator does not have access to the Input/Output function unless they are also assigned as an Authorised User.

2.9 The Account Administrator will have the ability to delete your User Content and we will also perform a secure erasure of all data when Hardware is returned to us at the end of a subscription.

3. Restrictions on use

3.1 The Account Holder must:

(a) ensure that no more than the allowed number of Authorised Users, as per the Plan Terms, have access to Selode.AI;

(b) only disclose account access details to Authorised Users on a need-to-know basis and in accordance with this agreement;

(i) are made aware of the terms of this agreement; and

(ii) do not do, or omit to do, anything which, if done or omitted to be done by you, would constitute a breach of this agreement by you,

and you acknowledge and agree that you will be responsible for, and liable to us in respect of, the actions and omissions of any and all of your Representatives in relation to Seldoe.AI as if they were your own actions or omissions; and

all parties must:

(d) contact us immediately if you have any reason to believe that any of your passwords have been compromised or used without your authority;

(e) keep your account access details secure and confidential and change your passwords whenever prudent or as directed to do so by us;

(f) keep your account details and other personal information, including your email address and payment method details, updated and provide us with notice of any changes to that information so that we can complete your transactions and contact you as needed in connection with your account; and

(g) keep your internet privacy and virus detection software up-to-date.

3.2 You must not:

(a) provide access to Selode.AI to any other person who is not an Account Administrator or Authorised User;

(b) Dispose of your access to or possession of Selode.AI, whether in whole or in part, to any person without our prior written consent under clause 17;

(i) in any way other than pursuant to the Licence granted to you under clause 1.2;

(ii) in any way that could damage our reputation or the goodwill or IP Rights associated with Selode.AI or that breaches any of our policies;

(iii) for competitive analysis or to build competitive products;

(iv) to share inappropriate content or material (involving, for example, nudity, pornography, offensive language, graphic violence, other content that we deem to be offensive or criminal activity); or

(v) for an illegal immoral, or unethical purposes, or any purpose that violates applicable laws or regulations;

(d) use any software or services in conjunction with Selode.AI that modifies or reroutes, or attempts to modify or reroute, Selode.AI;

(e) authorise any third party to access and/or use Selode.AI on your behalf by any means including by using any automated process such as a bot or spider or periodic caching of information stored by Selode.AI;

(f) reverse engineer, decompile, disassemble, decrypt, hack, emulate, exploit, adapt, modify, translate, frame or reformat any part of Selode.AI or otherwise seek to obtain or derive any of the Source Code or any underlying ideas, algorithms or file formats of, or any components used in, Selode.AI by any means whatsoever, or attempt to do any of the foregoing;

(g) modify or remove any copyright or proprietary notices pertaining to Selode.AI;

(h) disclose your passwords to any third party;

(i) circumvent any restrictions on access to, or availability of, Selode.AI;

(j) engage in activity that is harmful to you, Selode.AI or others (eg, transmitting viruses, stalking, using terrorist or violent extremist content, communicating hate speech or advocating violence against others);

(k) infringe upon the rights of others (eg, unauthorised sharing of copyrighted material);

(l) engage in activity that violates the privacy of others;

(m) copy or distribute the Documentation other than for reasonable internal use in accordance with this agreement;

(n) tamper with, alter or modify the Hardware, including by opening the casing or inserting or connecting any unauthorised components to the Hardware;

(o) move or permit the movement of the Hardware from the premises where it was originally installed without out prior written approval; or

(p) assist or knowingly permit any third party to do any of the above.

4. Privacy

4.1 You acknowledge that your use of Selode.AI is subject to our Privacy Policy.

4.2 In relation to any Personal Information that is included in any User Content, all parties must comply with the Privacy Act and any guidelines issued from time to time by the Commonwealth Privacy Commissioner.

4.3 When providing Input to the “Note taker” and “Meeting” audio tasks within Selode.AI, you aresolely responsible for compliance with all Laws governing the monitoring and/or recording of conversations. We may display visual notifications and audio notifications when “Note taker” and “Meeting” audio tasks are in use.

5. Duration of the Licence and renewals

The Licence and Support and Maintenance will:

(a) commence on the Commencement Date; and

(b) unless otherwise specified in the Plan Terms:

(i) continue in force for 1 year (the “Initial Term”); and

(ii) thereafter, automatically renew for further successive periods of 6 months (the “Renewal Terms”), unless a party provides not less than 30 days’ written notice of termination prior to the expiry of the then current Term,

(together, the “Term”)

unless terminated or revoked earlier in accordance with clause 7.

6. Payment of Fees

6.1 The Account Holder must pay the Fees to us in full and on time in accordance with this clause 6. Your use of, and access to, Selode.AI is conditional upon the Account Holder’s payment of the Fees.

Periodic payments6.2 In consideration for granting the Licence, the Account Holder must pay the applicable Fees to us periodically in accordance with the Plan Terms. The Fees will include but may not be limited to:

(a) an initial set up fee;

(b) a periodic charge; and

Fees are payable in advance commencing on the Commencement Date for the duration of your Licence. The amount due for each Renewal Term will be immediately payable in full as at the first day of that Renewal Term.

6.3 The Account Holder agrees that you are authorising recurring payments and authorising us to charge you at the recurring intervals you have agreed to until the Licence is validly terminated.We may immediately suspend or cancel the Licence if we do not receive an on time, full payment from the Account Holder.

Timing of payment
6.4 Unless otherwise agreed by us in writing, all payments must be made in full on the due date. Failure to pay in full on the due date is a fundamental breach of this agreement. The Account Holder acknowledges that we may invoice you in advance of a renewal date with payment being due on the day of the Renewal Term commencing.

Method of payment

6.5 If paying manually against an invoice with our agreement, payment must be made by electronic funds transfer into our nominated bank account or by credit or debit card.

6.6 If paying automatically by direct debit, we will deduct the amount due on your account at the due date of your direct debit from your nominated bank account or credit or debit card.

Direct debits

6.7 The Account Holder must ensure that:

(a) the account information supplied to us is correct;

(b) the nominated account can accept direct debits; and

6.8 The Account Holder must advise us if:

(a) your nominated account is transferred or closed or the direct debit is cancelled. You must do so as soon as you become aware of this change; and/or

(b) you wish to change your direct debit account or personal details. For any changes to take effect for your next direct debit payment, we must receive your request at least 10 Business Days before that direct debit due date. Changes made to your billing account will not affect charges we submit to your billing account before we could reasonably act on your changes to your billing account.

6.9 If a direct debit is scheduled to be made on a day other than a Business Day, that direct debit will be made on the next Business Day.

6.10 If a payment is dishonoured because there are insufficient funds in the Account Holder’snominated account, we:

(a) will notify the Account Holder and try to deduct the payment on another day;

(b) may make other attempts to take the payment;

(d) may suspend and/or terminate your access to Selode.AI.

Third-party payment processing

6.11 Payment by credit or debit card or by direct debit from your bank account is additionally subject to the usage terms and policies of the relevant third-party payment processor.

Payment processing fees

6.12 Payments made by credit or debit card will attract a processing fee.

Online statements and errors

6.13 We will provide the Account Holder with an online billing statement through the Website, which the Account Holder can view by signing into its User Account. If we make an error on your bill, you must tell us within 90-days after the error first appears on your bill. We will then promptly investigate the charge. If you do not tell us within that time, you release us from all liability and claims of loss resulting from the error and we won't be required to correct the error or provide a refund, unless otherwise required by law. If we have identified a billing error, we will correct that error within 90-days. This policy does not affect any statutory rights that may apply.

Failed payment fees

6.14 If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, we reserve the right to collect any applicable return item, rejection or insufficient funds fee and process any such fee as an additional payment. If you initiate a chargeback or reversal with your bank for your payment of the Fees, we will deem you to have cancelled as of the date that the original payment was made and you authorise us to immediately terminate the Licence and revoke your access to Selode.AI.

Refunds

6.15 Except as expressly provided otherwise in this agreement and where required by the Consumer Law, all amounts paid on account of Fees are non-refundable.

Fee increases

6.16 We may increase the applicable Fees at any time with effect from the first day of your next Renewal Term by giving you notice of the new Fees at least 90 days before the beginning of that Renewal Term. If the Account Holder does not give us notice in writing terminating this agreement under clause 7.3 within that 90-day period, it will be deemed to have accepted the new Fees for that Renewal Term and any subsequent Renewal Terms (until varied again).

No set-off or deduction

6.17 The parties acknowledge and agree that – unless otherwise required by law, but subject to clause 6.17 – all amounts payable under this agreement are to be paid without set-off, counterclaim, withholding, deduction or claim to a lien whatsoever (whether or not any such set-off, counterclaim, withholding, deduction or lien arises under this agreement).

6.18 If a party is required by law to make a deduction or withholding in respect of any sum payable under this agreement, that party must, at the same time as the sum that is the subject of the deduction or withholding is payable, make a payment to the recipient of such additional amount as is required to ensure that the net amount received by the recipient will equal the full amount that would have been received by it had no such deduction or withholding been required to be made.

7. Revocation and termination

Suspension of access

7.1 We may, with or without notice or providing reasons, in our sole discretion suspend your access(or that of any of your Representatives) to all or part of Selode.AI and the Website for any reason including if you or your Representatives breach this agreement or do, or allow to be done, anything that may have the effect of jeopardising the operation or reputation of Selode.AI or our business.

Termination or revocation by Licensor

7.2 We may revoke the Licence or terminate this agreement at any time and for any reason at ourabsolute discretion by giving written notice of not less than 90 days to the Account Holder.

Termination by Licensee upon notice

7.3 Subject to clause 7.5, the Account Holder may terminate this agreement for any reason in its absolute discretion by following the cancellation instructions within its User Account or by sending a written notice to us by email at support@multiverse.partners.

7.4 Your access to Selode.AI will end at the expiry of the billing period in which termination under clause 7.3 takes effect. The Account Holder will remain committed for that billing period and, in accordance with clause 6.14, amounts paid prior to termination under clause 7.3 taking effect will be non-refundable, except where required by the Consumer Law. You should refer to the Plan Terms as the Account Holder may be obligated to pay cancellation charges.

Minimum Commitment

7.5 Notwithstanding any termination under clause 7.3, the Account Holder will remain committed for the Term. You will retain access to Selode.AI for the Term and will continue to be liable in full for all payments that are referrable to the Term, which are non-refundable, except where required by the Consumer Law.

Mutual termination rights

7.6 Notwithstanding clauses 7.2 and 7.3, the Account Holder or the Company may terminate this agreement with immediate effect by written notice to the other party if:

(a) the other party materially breaches this agreement where:

(i) such breach is irremediable; or

(ii) if remediable, the other party fails to remedy the breach within 14 days of written notice by the terminating party;

(b) an Insolvency Event occurs in respect of the other party; or

Payment obligations

7.7 In no event shall termination of this agreement release the Account Holder from the obligation to pay any amounts that became due and payable on or before the date of termination.

8. Consequences of termination

8.1 You acknowledge and agree that, following termination of this agreement in any circumstances, you will not have further access to Selode.AI or your User Content which will be inaccessible from the end of the Term and, in the case of User Content, permanently deleted or destroyedupon return of the Hardware to us.

8.2 If this agreement is terminated or expires for any reason, then, in addition, and without prejudice, to any other rights or remedies:

(a) the parties are immediately released from their obligations under this agreement, other thanthose clauses which by are intended to survive termination including: clauses 4(Privacy), 6 (Payment of Fees), 7 (Revocation and termination), 10 (Warranties), 11(Disclaimer of warranties and limitation of liability), 12 (Indemnities), 13 (Intellectual property rights), 14 (IP Ownership Claims), 15 (Confidentiality), 16 (GST), 21(General) and this clause 8, which shall survive any termination of this agreement;

(b) your right to use Selode.AI immediately ceases, the Licence granted to you immediately terminates and you must immediately remove all components of Selode.AI Softwarefrom your computer systems and records;

(c) you must provide reasonable cooperation for us to collect the Hardware which we willendeavour to do within 30 days of the termination or expiry; and

(d) we reserve the right to delete your User Account.

Accrued rights

8.3 Termination of this agreement will not affect any rights or liabilities that the parties have accrued under it prior to such termination.

9. Support and Maintenance, periodic update and compliance review

9.1 During the term of your Licence, we will exercise commercially reasonable efforts to provide the Support and Maintenance to you.

9.2 We will provide your instance of Sleode.AI with periodic updates from time to time which we anticipate will occur approximately once every 6 months, however may be more frequent. At the same time, we may also audit your use of Selode.AI to ensure you are complying with the terms of this agreement (“Periodic Update and Review”).

9.3 We will provide the Account Holder with at least 5 Business Days’ notice prior to a Periodic Update and Review which will be conducted during normal business hours at your premises.You agree that you will provide reasonable assistance, cooperation, and access to relevant information in the course of any Periodic Update and Review at your own cost.

9.4 If you exceed the scope of the licence granted to you under clause 1.2, we may invoice the Account Holder for any past or ongoing excessive use, and you will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to us at law or equity or under this agreement. To the extent that we are obligated to do so, we may share audit results with certain of our third-party licensors and/or assign the audit rights specified in this clause to such licensors.

9.5 If we determine there has been any non-compliance with the terms of this agreement, we may serve a notice on you requiring rectification or remediation of any non-compliance. Non-compliance discovered in connection with an audit constitutes a breach of this agreement for the purposes of clause 7.6.

10. Warranties

Licensor Warranties

10.1 We represent and warrant to the Account Holder that:

(a) we own or have a licence to use and sub-licence all IP Rights in Selode.AI that are necessary in order to comply with the terms of this agreement; and

(b) we will take reasonable commercial efforts to ensure that Selode.AI, in the form provided to you, will be free of any viruses, malware, or other harmful code. For any breach of this warranty, your sole and exclusive remedy, and our sole obligation, is for us to provide a replacement copy of Selode.AI promptly upon notice.

Licensee Warranties

10.2 You represent and warrant that:

(a) you have the legal power and authority to execute, deliver and perform your obligations under this agreement and the transactions contemplated by this agreement, and no limit on your powers will be exceeded as a result of the transactions contemplated by this agreement;

(b) you have taken all necessary actions, and obtained all required consents, to enable you to execute, deliver and perform your obligations under this agreement, and any such authorisations are in full force and effect;

(d) the execution, delivery and performance of this agreement by you does not and will not violate, breach, or result in the contravention of:

(i) any law, resolution or authorisation;

(ii) any document that is binding upon you or any of your assets; or

(iii) if applicable, your constitution or other constituent documents.

11. Disclaimer of warranties and limitation of liability

Disclaimer of warranties

11.1 To the maximum extent permitted by law, we expressly disclaim all representations, warranties and guarantees (whether implied, statutory or otherwise) in relation to Selode.AI, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, other than the Licensor Warranties.

11.2 Selode.AI and the Support and Maintenance and Periodic Updates and Reviews are provided strictly on an ‘as is’ and ‘as available' basis and, to the maximum extent permitted by law, wemake no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of Selode.AI or any Output and in particular we do not represent, warrant or guarantee that:

(a) your use of Selode.AI will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data;

(b) Selode.AI will meet your requirements or expectations;

(d) errors or defects will be corrected; or

(e) Selode.AI will be free of viruses or other harmful components, except as expressly set forth in clause 10.1(b).

Third-party products

11.3 Where expressly permitted by us, you may choose to use or procure other third-party products or services in connection with Selode.AI, including third-party applications or implementation, customisation, training or other services. Your receipt or use of any third-party products or services is subject to our written agreement and a separate agreement between you and the third-party provider.

11.4 If you enable or use third-party products or services with Selode.AI pursuant to clause 11.3, you acknowledge that the third-party providers may access or use your data as required for the interoperation of their products and services with Selode.AI. This may include transmitting, transferring, modifying or deleting your data or storing your data on systems belonging to third-party providers or other third parties. Any third-party provider’s use of your data is subject to the applicable agreement between you and such third-party provider. We are not responsible for any access to, or use of, your data by third-party providers or their products or services, or for the security or privacy practices of any third-party provider or its products or services. You are solely responsible for your decision to permit any third-party provider or third-party product or service to use your data.

11.5 We disclaim all liability and responsibility for any third-party products or services (whether support, availability, security or otherwise) or for the acts or omissions of any third-party providers or vendors.

Exclusion of liability

11.6 To the maximum extent permitted by law, we exclude all liability to you or any other person for any Losses arising directly or indirectly out of, or in connection with, any use of, or reliance upon, Selode.AI and any Output by you or any other person (provided that nothing in this clause 11.6 absolves us of our obligations as expressly set out in this agreement, subject always to the liability cap under clause 11.8).

Waiver and release

11.7 You hereby irrevocably release us from, waive the right to bring, and covenant not to bring, any Claim that you have, or would otherwise have had, against us arising directly or indirectly out of, or in connection with, any use of, or reliance upon, Selode.AI or any Output by you or any other person and acknowledge and agree that this waiver and release may be pleaded as a bar and complete defence to any such Claims (provided that nothing in this clause 11.7 absolvesus of our obligations as expressly set out in this agreement, subject always to the liability cap under clause 11.8).

Liability cap

11.8 Our total aggregate liability for all Claims under or in respect of this agreement is limited to the aggregate amount of the Fees paid by the Account Holder to us under this agreement in the previous 12 months.

Remedies limited

11.9 Without limiting or derogating from the liability cap under clause 11.8, to the maximum extent permitted by law, we expressly limit our liability for breach of any non-excludable condition or warranty implied by virtue of any legislation to the following remedies (the choice of which is to be at our sole discretion):

(a) the supply of the services again; and/or

(b) the payment of the cost of having the services supplied again.

Force Majeure Event

11.10 To the maximum extent permitted by law, and without limiting any other provision of this agreement, we exclude liability for any delay in performing any of our obligations under this agreement where such delay is caused by a Force Majeure Event, and we shall be entitled to a reasonable extension of time for the performance of such obligations.

12. Indemnities

You will indemnify and hold us harmless against all Losses that may be suffered or incurred by us arising directly or indirectly out of, or in connection with:

(a) any breach of this agreement by you;

(b) your negligent acts or omissions; and/or

(c) any Claim brought, or threatened to be brought, by a third party against us alleging that your use of Selode.AI constitutes an infringement of any IP Rights of the third party.

13. Intellectual property rights

Licensor retains ownership

13.1 You acknowledge and agree that:

(a) this agreement does not transfer or assign any IP Rights to you;

(b) we or our licensors own and retain all IP Rights in Selode.AI and the Documentation including any and all Improvements that may be created or developed by you; and

(c) you have no IP Rights in any part of Selode.AI or the Documentation, including any Improvements thereof, other than the rights temporarily granted to you pursuant to the Licence and you must not take any step to invalidate or prejudice our title thereto.

Ownership of User Data

13.2 We acknowledge and agree that as between us and the Account Holder, the Account Holder ownsand retains all IP Rights in the User Content submitted, uploaded, transmitted, generated or otherwise made available to or through Selode.AI. Solely to the extent necessary to provideSelode.AI to you, you grant us a worldwide, limited-term licence to access, use, process, copy, distribute, perform, export, and display your User Data.

Trade Marks

13.3 The Trade Marks are unregistered trade marks owned by us and/or our licensors or affiliates. You may not use any of the Trade Marks without our prior written consent. You must comply with our reasonable usage guidelines and directions with respect to the Trade Marks as notified to you from time to time.

Feedback

13.4 We welcome your comments, feedback, suggestions, information and other communications regarding Selode.AI and the Support and Maintenance and the Periodic Updates and Reviews– however, please note that:

(a) any such feedback will be and remain our exclusive property and you will relinquish any right, title or interest in such feedback immediately upon it being sent to us;

(b) we will be entitled to use, exploit, improve, make, copy, disclose, display or perform publicly, distribute, improve and modify any such feedback for any purpose whatsoever without restriction; and

14. IP Ownership Claims

14.1 You must promptly notify us of any actual or suspected infringement of, or attack or challenge to the ownership or registration of, any of our IP Rights in Selode.AI or the Website that comes to your attention (each an “IP Ownership Claim”).

14.2 We will have absolute discretion to decide what action to take in respect of any IP Ownership Claim and sole conduct of any related legal proceedings (including any legal proceedings conducted in our name or in the joint names of you and us). Accordingly, you must:

(a) not bring any legal proceedings in respect of any IP Ownership Claim without our prior written consent; and

(b) cooperate fully with us, and take all steps requested by us in our discretion, in defending any IP Ownership Claim, provided that we will be responsible for the cost of any related legal proceedings and entitled to any damages, account of profits and/or awards of costs recovered in respect thereof.

15. Confidentiality

Confidentiality obligations

15.1 Subject to clauses 15.2 and 15.3, the Recipient must:

(a) keep the Confidential Information of the Disclosing Party confidential and not disclose or make available that Confidential Information in whole or in part to any third party;

(b) not use or exploit that Confidential Information in any way except for the purposes of complying with its obligations and exercising its rights under this agreement; and

(c) implement and maintain effective security measures to prevent unauthorised use and disclosure of that Confidential Information whilst it is in the Recipient's possession or control.

Disclosure to authorised Representatives

15.2 The Recipient may disclose the Confidential Information of the Disclosing Party to the Recipient’s Representatives but only to the extent that they have an actual need to know the Confidential Information in order for the Recipient to properly perform its obligations and exercise its rights under this agreement and provided that the Recipient:

(a) must ensure that all such Representatives:

(i) comply with the obligations in this agreement as if each of them was a party to this agreement in the place of the Recipient; and

(ii) do not do, or omit to do, anything which, if done or omitted to be done by the Recipient, would constitute a breach of this agreement by the Recipient; and

(b) will be responsible for, and liable to the Disclosing Party in respect of, the actions and omissions of any and all of its Representatives in relation to that Confidential Information as if they were its own actions or omission.

Other exceptions

15.3 Subject to clause 15.4, the obligations in clause 15.1 do not apply to any Confidential Information which (as shown by appropriate documentation and other evidence in the Recipient’spossession):

(a) either:

(i) is or becomes generally available to the public;

(ii) was already known to the Recipient or its Representatives on a non-confidential basis prior to the time of its first disclosure (whether direct or indirect) by the Disclosing Party to the Recipient; or

(iii) is received by the Recipient (whether directly or indirectly) from a third party after that time,

unless it became so generally available, known or received (as applicable) as a direct or indirect result of an unlawful act or breach of confidentiality about which the Recipient knew or ought reasonably (after due enquiry) to have known;

(b) is required by law or court order to be disclosed, provided that the Recipient must:

(i) promptly notify the Disclosing Party in writing in advance of any such disclosure, if reasonably practicable; and

(ii) reasonably assist the Disclosing Party in obtaining confidential treatment for, or avoiding or minimising such disclosure of, the relevant Confidential Information to the extent reasonably requested by the Disclosing Party;

(c) is independently developed by the Recipient or its Representatives without any direct or indirect use of, reference to, or reliance on any Confidential Information of the Disclosing Party; or

(d) is authorised for release or use by the written pre-approval of the Disclosing Party but only to the extent of such written pre-approval.

15.4 The exceptions in clause 15.3 do not apply to any specific Confidential Information merely because it is included in more generally non-confidential information, nor to any specific combination of Confidential Information merely because individual elements, but not the combination, are included in non-confidential information.

16. GST

16.1 In this clause 16, terms used have the meanings given to them by the GST Law.

16.2 Unless expressly stated otherwise, any sum payable, or amount used in the calculation of a sum payable, under this agreement has been determined without regard to GST and must be increased on account of any GST payable under this clause 16.

16.3 If any GST is payable on any taxable supply made under this agreement to the recipient by any other party, the recipient must pay the GST to us on the earlier of:

(a) the time of making payment of any monetary consideration on which the GST is calculated; and

(b) the issue of an invoice relating to the taxable supply.

16.4 The recipient must pay the GST in the same manner as making payment of any monetary consideration on which the GST is calculated. We must provide, as a precondition to payment by the recipient of the GST, a tax invoice or a document that the Commissioner will treat as a tax invoice.

16.5 The amount recoverable on account of GST under this clause 16 by us will include any fines, penalties, interest and other charges incurred as a consequence of any late payment or other default by the recipient under this clause 16.

16.6 If any party is required to pay, reimburse or indemnify another party for the whole or any part of any cost, expense, loss, liability or other amount that the other party has incurred or will incur in connection with this agreement, the amount must be reduced by the amount for which the other party (or Representative if this is not the other party) can claim an input tax credit, partial input tax credit or other similar offset.

17. Assignment and sub-licensing

17.1 You must not Dispose of your access to Selode.AI, the Licence, the benefit of this agreement or any rights or obligations hereunder, whether in whole or in part, to any person without ourprior written consent, which we may withhold or delay at our absolute discretion. We may provide any such consent subject to such conditions as we choose at our absolute discretion to impose. For the purposes of this clause 17.1, a Change of Control in respect of you will be deemed to constitute a Disposal of your rights under this agreement requiring our prior written consent in accordance with this clause 17.1.

Responsibility for actions of assignees and sub-licensees

17.2 You must ensure that any and all of your assignees and/or sub-licensees:

(a) comply with the obligations in this agreement as if each of them was a party to this agreement in the place of you; and

(b) do not do, or omit to do, anything which, if done or omitted to be done by you, would constitute a breach of this agreement by you,

and you will be responsible for, and liable to us in respect of, the actions and/or omissions of any and all of your assignees and sub-licensees in relation to Selode.AI as if they were youractions and/or omissions.

18. Changes to this agreement

18.1 We may modify the terms and conditions of this agreement from time to time, with notice given to you by email, through Selode.AI or through our Website. Your continued use of Selode.AIfollowing notice of such modifications shall be deemed to be your acceptance of any such modifications to this agreement. If you do not agree to any such modifications, you must immediately stop using Selode.AI. This clause 17 does not apply to changes to the Fees, which are dealt with under clause 6.15.

19. Dispute Resolution

Mandatory Arbitration

19.1 You agree to resolve any Claims arising out of or relating to this agreement or Selode.AI, regardless of when the claim arose, even if it was before this agreement existed (a “Dispute”), through final and binding arbitration.

Informal Dispute Resolution

19.2 We would like to understand and try to address your concerns prior to formal legal action. You agree to try to resolve all Dispute informally by sending us notice to dispute@multiverse.partners. We will do so by sending you notice to the email address associated with your User Account. If we are unable to resolve a Dispute within 60 days, either of us has the right to initiate arbitration. We also both agree to attend an individual settlement conference if either party requests one during this time.

20. Notices

20.1 We will send you notices via, email or regular mail. We may also display notices in Selode.AIand/or the Website.

20.2 A notice is deemed to have been received:

(a) if delivered personally, at the time of delivery;

(b) if delivered by commercial courier, at the time of signature of the courier’s receipt;

(d) if sent by airmail, five days after the date of posting;

(e) if sent by email, 4 hours after the sent time (as recorded on the sender’s email server), unless the sender receives a notice from the party’s email server or internet service provider that the message has not been delivered to the; or

(f) if displayed in Selode.AI and/or the Website, at the time the notice is first dsiplayed in Selode.AI and/or the Website,

except that, if such deemed receipt is not within business hours (meaning 9:00 am to 5:30 pm on a Business Day), the notice will be deemed to have been received at the next commencement of business hours in the place of deemed receipt.

20.3 To prove service, it is sufficient to prove that:

in the case of post – that the envelope containing the notice was properly addressed and posted;

(a) in the case of email – the email was transmitted to the party’s email server or internet service provider; and

(b) in the case of Selode.AI and/or the Website – the notice was posted on Selode.AI and/or the Website.

21. General

Third-party licences

21.1 Seldoe.AI may contain IP Rights (eg, code and libraries) that are licenced to us by third parties. These IP Rights are subject to their own applicable licence terms.

Further assurances

21.2 Each party must (at its own expense, unless otherwise provided in this agreement) promptly execute and deliver all such documents, and do all such things, as any other party may from time to time reasonably require for the purpose of giving full effect to the provisions of this agreement.

Relationship of the parties

21.3 This agreement does not create any partnership, joint venture or agency relationship between the parties. No party has the authority to bind any other party.

Agents and third-party purchasers

21.4 If you are acquiring Selode.AI on behalf of the Account Holder, you represent and warrant that you have the authority to bind the Account Holder to the terms and conditions of this agreement.

Entire agreement

21.5 This agreement contains the entire understanding between the parties in relation to its subject matter and supersedes any previous arrangement, understanding or agreement relating to its subject matter. There are no express or implied conditions, warranties, promises, representations or obligations, written or oral, in relation to this agreement other than those expressly stated in it or necessarily implied by statute.

Severability

21.6 If a provision of this agreement is invalid or unenforceable in a jurisdiction:

(a) it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and

(b) that fact does not affect the validity or enforceability of that provision in another jurisdiction, or the remaining provisions.

No waiver

21.7 No failure, delay, relaxation or indulgence by a party in exercising any power or right conferred upon it under this agreement will operate as a waiver of that power or right. No single or partial exercise of any power or right precludes any other or future exercise of it, or the exercise of any other power or right under this agreement.

Ipso facto legislation

21.8 If any provision of this agreement is otherwise unenforceable by virtue of the operation of the Treasury Laws Amendment, upon the occurrence of an Insolvency Event in respect of a particular party, notwithstanding any other provision of this agreement, to the maximum extent permitted by law:

(a) time is of the essence in respect of all obligations of that party under this agreement(whether falling due for performance before, upon or after the occurrence of that Insolvency Event); and

(b) any breach of this agreement by that party (whether occurring before, upon or after the occurrence of that Insolvency Event), however minor, will (alone or, severally, in combination with the occurrence of that Insolvency Event) be deemed to be a material breach of this agreement,

and, if any such material breach has occurred or occurs, the parties acknowledge and agree that such provision will instead be enforceable by virtue of the occurrence of that material breach.

Governing law and jurisdiction

21.9 This agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by, and shall be construed in accordance with, the laws of New South Wales, Australia.

21.10 The parties irrevocably agree that the courts of New South Wales, Australia have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, this agreement or its subject matter or formation (including non-contractual disputes or claims).

Your concerns

21.11 Should you have any questions concerning Selode.AI, Support and Maintenance and/or this agreement, please contact us at feedback@multiverse.partners.

22. Definitions and interpretation

Definitions

22.1 The following definitions apply in this agreement unless the context requires otherwise:

Account Administrator means the individual nominated by you as such during the establishment of your User Account.

Account Holder means the entity that requests, is offered and accepts a subscription for Selode.AI in accordance with the Terms of Use and this agreement.

Authorised Users means the specific Representatives whom your Account Administratordesignates to use Selode.AI and for whom you have paid the required Fees.

Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in Sydney, New South Wales are open for business.

Change of Control means, in respect of a particular entity, a person who Controls that entity ceasing to do so or another person acquiring Control of it.

Claim means any claim, complaint, demand, proceeding, suit, litigation, action, cause of action or other legal recourse (whether in contract, tort, under statute or otherwise).

Commencement Date means the earlier of the date on which:

(a) the Software was first made available to you

(b) the Hardware was first made available to you; and

Initial Term has the meaning given in clause 5.

Confidential Information means all information (however recorded or preserved) disclosed or provided (whether in writing, orally or by any other means and whether directly or indirectly) by one party to the other before, on or after the date of this agreement in connection with this agreement or Selode.AI where such information is identified as confidential at or before the time of its disclosure or ought reasonably be considered confidential based on its content or nature or the manner of its disclosure and, for the avoidance of doubt, includes the existence and terms of this agreement and all User Content.

Consumer Law means the Competition and Consumer Act 2010 (Cth).

Control has the meaning given in Section 50AA of the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

Disclosing Party means, in respect of any particular Confidential Information, the party that discloses that Confidential Information (whether directly or indirectly) to the other party.

Dispose means, in relation to any right, benefit or property, to sell, assign, transfer, alienate, rent, lease, distribute, sublicence alienate or create a trust or Encumbrance over or in respect of that right, benefit or property.

Documentation means all information (however recorded or preserved) relating to Selode.AI(including all Source Code and Object Code, manuals, notes, user guides, functional and technical drawings, specifications, data, reports, designs, modification manuals, flow charts and listings that are designed to assist or supplement the development, understanding or use of Selode.AI).

Encumbrance means any mortgage, charge (fixed or floating), pledge, lien, hypothecation, guarantee, trust, right of set-off or other third-party right or interest (legal or equitable) including any assignment by way of security, reservation of title or other security interest of any kind, howsoever created or arising, or any other agreement or arrangement (including a sale and repurchase agreement) having similar effect.

Fees mean the fees payable by you for your use of Selode.AI as set out in your Plan Terms.

Force Majeure Event means any:

(a) natural disaster (such as flood, earthquake, windstorm, etc);

(b) outbreak or escalation of hostilities (whether or not war has been declared) or any other unlawful act against public order or authority;

(d) government restraint;

(e) unavailability, shortage, breakage or failure of essential equipment, communication channels, facilities, machinery or electricity supply (not caused by the relevant party);

(f) shut-down or corruption of, or interruption to, the internet or network servers (not caused by the relevant party); or

(g) other event that is not within the reasonable control of the parties and which, by its nature, could not have been foreseen by the relevant party or, if it could have been foreseen, was unavoidable.

Governmental Agency means any government or governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity whether foreign, federal, state, territorial or local.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

GST has the same meaning given to that expression in the GST Law.

GST Law has the same meaning given to that expression in the GST Act.

Hardware means the hardware provided on behalf of Licensor to the Licensee known as a “Mother Box”.

Improvements means, in respect of Selode.AI and/or any Documentation relating thereto, any developments, enhancements, modifications, derivatives, updates or other improvements thereof, including any customisations that are made at your request or upon your direction, even if such customisations incorporate know-how, ideas, requests or suggestions made or provided by you.

Insolvency Event means, in respect of a party:

(a) where the party is an individual, that party commits an act of bankruptcy or is declared bankrupt or insolvent or that party’s estate otherwise becomes liable to be dealt with under any law relating to bankruptcy or insolvency;

(b) where the party is a company, a resolution is passed or court order made for the winding up of that party or an administrator is appointed to that party pursuant to any relevant law;

(c) a receiver or manager or receiver and manager is appointed to the assets or undertaking of the party or any part thereof; or

(d) the party is otherwise unable to pay its debts as and when they fall due.

IP Ownership Claim has the meaning given in clause 14.1.

IP Rights means patents, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how, trade secrets and marketing secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Licence means the licence to use Selode.AI and the Documentation provided by us to you pursuant to clause 1.2 .

Licensor Warranties means the representations and warranties given by us to you set out in clause 10.

Losses means any loss, damage, debt, cost, charge, expense, fine, outgoing, penalty, diminution in value, deficiency or other liability of any kind or character (including legal and other professional fees and expenses on a full indemnity basis) that a party pays, suffers or incurs or is liable for, including all:

(a) liabilities on account of Tax;

(b) interest and other amounts payable to third parties;

(c) legal and other professional fees and expenses (on a full indemnity basis) and other costs incurred in connection with investigating, defending or settling any Claim, whether or not resulting in any liability; and

(d) all amounts paid in settlement of any Claim.

Object Code means the executable version of a computer program.

Periodic Updates and Reviews is defined in clause 9.2.

Personal Information has the meaning given under the Privacy Act 1988 (Cth)

Plan Terms means the pricing and inclusions for the Licence as agreed at the time of your order, as amended from time to time in accordance with this agreement, and as specified inyour User Account.

Recipient means, in respect of any particular Confidential Information, the party that receives that Confidential Information (whether directly or indirectly) from the other party.

Representatives means, in respect of a person, its employees, consultants, agents and advisors and, in respect of a body corporate, includes its officers.

Selode.AI means the artificial intelligence solution constituted by the Software and the Hardware

Software means the software described as Selode.AI Software, including the Documentation and all updates and upgrades of that software and Documentation.

Source Code means a computer program expressed in a source language or form that can be interpreted or compiled and then executed by a computer as commands, together with all documentation and tools reasonably required to enable a person having commercially available computer programming skills to read, understand and modify the computer program.

Stored Training Data means information obtained from various sources which is used to train Selode.AI’s models.

Stored User Data means information that the Licensee’s Authorised Users has Input into Selode.AI.

Support and Maintenance means the support and maintenance services to be provided by us in accordance with our Support and Maintenance Policy.

Support and Maintenance Policy means the policy at http://www.selode.ai/supportspecifying the Support and Maintenance that the Licensor will provide to the Licensee.

Tax means any tax, levy, impost, deduction, charge, rate, compulsory loan, withholding or duty by whatever name called, levied, imposed or assessed under any statute, ordinance or law by any Governmental Agency, including any:

(a) profits tax, property tax, land tax, interest tax, income tax, tax related to capital gains, tax related to the franking of dividends, bank account debits tax, fringe benefits tax, sales tax, value-added tax, goods and services tax, payroll tax, superannuation guarantee charge or withholding tax;

(b) stamp, transaction or registration duty or similar charge imposed by any Governmental Agency; and

(c) any interest, penalty, charge, fine or fee or other amount of any kind assessed, charged or imposed on or in respect of the above.

Term is defined in clause 5.

Trade Marks means the trade marks and service marks used by the Licensor that are used or displayed in Selode.AI and/or the Website.

Treasury Laws Amendment means the Treasury Laws Amendment (2017 Enterprise Incentives No. 2) Act 2017 (Cth).

User Account means the account available to your Account Administrator through the Website.

User Content is defined in clause 2.1.

Website means our website located at https://selode.ai/ and pages within that domain and any of its subdomains.

Interpretation

22.2 The following rules of interpretation apply in this agreement unless the context requires otherwise:

(a) headings in this agreement are for convenience only and do not affect its interpretation or construction;

(b) no rule of construction applies to the disadvantage of a party because this agreement is prepared by (or on behalf of) that party;

(c) where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning;

(d) a reference to a document (including this agreement) is a reference to that document (including any schedules and annexures) as amended, consolidated, supplemented, novated or replaced;

(e) references to recitals, clauses, subclauses, paragraphs, annexures or schedules are references to recitals, clauses, subclauses, paragraphs, annexures and schedules of or to this agreement;

(f) in each schedule to this agreement, a reference to a paragraph is a reference to a paragraph in that schedule;

(g) a reference to any statute, proclamation, rule, code, regulation or ordinance includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation, rule, code, regulation or ordinance replacing it;

(h) an expression importing a natural person includes any individual, corporation or other body corporate, partnership, trust or association and any Governmental Agency and that person's personal representatives, successors, permitted assigns, substitutes, executors and administrators;

(i) a reference to writing includes any communication sent by post, facsimile or email;

(j) a reference to time refers to the time in Sydney, New South Wales and time is of the essence;

(k) all monetary amounts are in Australian currency;

(l) the word “month” means calendar month and the word “year” means 12 calendar months;

(m) the meaning of general words is not limited by specific examples introduced by “include”, “includes”, "including", "for example", "in particular", “such as” or similar expressions;

(n) a reference to a “party” is a reference to a party to this agreement and a reference to a “third party” is a reference to a person that is not a party to this agreement;

(o) a reference to the termination of this agreement includes a reference to the expiry or revocation of the Licence in accordance with the terms of this agreement;

(p) a reference to a liability includes a reference to a present, prospective, future or contingent liability;

(q) a reference to any thing is a reference to the whole and each part of it;

(r) a reference to a group of persons is a reference to all of them collectively and to each of them individually;

(s) words in the singular include the plural and vice versa; and

(t) a reference to one gender includes a reference to the other genders.