Master Services Agreement.

General Terms 

1.1 These General Terms apply to the Software Proposal entered into between the Customer and InvestorHub, and together form the Agreement.

1.2 In the Software Proposal, the parties may mutually agree to changes to these General Terms. Any such changes which are agreed in the Software Proposal will take precedence over these General Terms.

1.3 These General Terms apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade custom, practice or course of dealing.

2. Access and Use of SaaS

2.1 Subject to the Customer's payment of Fees, InvestorHub grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the SaaS and Documentation during the Term.

2.2 The Customer must, and must ensure that all Authorised Users:

2.2 (a) perform any responsibilities specified under the Software Proposal;

2.2 (b) not copy, decompile, modify or reverse engineer the SaaS;

2.2 (c) use the SaaS only as permitted by this Agreement; and

2.2 (d) not engage in Prohibited Conduct or in breach of any applicable law.

2.3 The Customer agrees that InvestorHub may terminate this Agreement, or suspend or limit the Customer's access to the SaaS without notice if the Customer does not comply with this clause.

2.4 The Customer is responsible for obtaining and maintaining the hardware, software, telecommunications, systems and internet access reasonably necessary to receive and use the SaaS. The Customer acknowledges and agrees that it may not be able to access the SaaS and the SaaS may not function as intended if it does not comply with this clause.

3. Updates / New Releases

3.1 InvestorHub may:

3.1(a) make changes to the SaaS from time to time, including by making updates and centrally installing new releases, that do not materially reduce the functionality of the SaaS; and

3.1 (b) offer new functionality or updates that are not part of the standard SaaS for an additional charge.

4. Service Levels

4.1 InvestorHub will guarantee the performance of the SaaS in accordance with the Service Levels, and provide such reasonable support, documentation and/or training to the Customer as necessary to facilitate use of the SaaS.

5. Warranties

5.1 Except as required by operation of law, InvestorHub makes no representation and gives no warranty that the SaaS will be free from errors and defects, meet any specific requirement or be fit for any particular purpose.

5.2 The Customer warrants that it has all necessary consents required under the Privacy Act 1988 (Cth) (Australia), the UK GDPR and Data Protection Act 2018, the Privacy Act 2020 (New Zealand), and any other applicable privacy or data protection laws to provide InvestorHub with any Personal Information which forms part of the Customer Data or the Customer Material.

5.3 The Customer will, and will do all reasonable things to ensure that any and all Authorised Users will:

5.3 (a) only use the SaaS for the Purpose;

5.3 (b) not use the SaaS for any activity which is obscene, indecent, offensive or defamatory;

5.3 (c) refrain from tampering with, hindering the operation of or making unauthorised modifications to the SaaS;

5.3 (d) refrain from introducing any virus to or from the SaaS;

5.3 (e) refrain from using any part of the SaaS in contradiction of anti-"spam" legislation;

5.3 (f) keep all passwords, account names, tokens or log in identifications required to access the SaaS secure and confidential; and

5.3 (g) refrain from uploading onto the SaaS any material, or use the SaaS in any way:

      i) which infringes the intellectual property rights of any person; or

      ii) which is unlawful or violates any law.

5.4 The Customer agrees to comply with all reasonable requests notified in writing by InvestorHub to the Customer from time to time.

5.5 The Customer acknowledges and agrees that:

5.5 (a) InvestorHub may, in its sole discretion, restrict any third party, including any Platform User, from accessing the SaaS; and

5.5 (b) the InvestorHub Micro-Site Terms and Conditions apply to any and all Platform Users.

6. Fees and Invoicing

6.1 Payment Obligations

6.1 (a) The Customer's obligation to pay Fees commences on the Billing Start Date. The Customer must pay the Fees and expenses to InvestorHub in accordance with this clause from the Billing Start Date.

6.1 (b) Where the Billing Start Date is later than the Commencement Date, no Fees are payable in respect of the period between the Commencement Date and the Billing Start Date. For the avoidance of doubt, all other obligations of the Customer under this Agreement (including those relating to access and use of the SaaS, data, intellectual property, confidentiality and warranties) apply from the Commencement Date regardless of the Billing Start Date.

6.1(c) Any discount applied to the Fees appearing in the Software Proposal is valid only for the Initial Period, unless agreed otherwise in writing.

6.2 Tax Considerations

All Fees, prices and expenses in this Agreement are exclusive of all taxes, duties, charges or such other additional sums including, without limitation, GST, VAT, purchase or value added tax, withholding tax, excise tax, import and other duties, unless expressly provided otherwise in this Agreement.

6.3 Payment Methods

6.3(a) InvestorHub will bill the Customer either:

• i) by credit card or direct debit, in advance, if specified in the Software Proposal; or

• ii) in any other case, by invoice, payable within 14 days of the date of issue.

6.4 Invoice Payments

6.4(a) Where the Software Proposal specifies payment on invoice, InvestorHub will invoice the Customer from time to time for the Fees.

6.4(b) Subject to clause 6.6, the Customer must pay an invoice issued under this clause within 14 days of the date of issue of the invoice.

6.5 Credit Card & Direct Debit Payments

6.5(a) Where the Software Proposal specifies payment by credit card and/or direct debit, the Customer authorises InvestorHub to charge the credit card or bank account provided on record for the Fees payable.

6.5(b) The Customer agrees to maintain valid and updated credit card information with InvestorHub, with sufficient balance to pay the Fees, for the duration of this Agreement.

6.6 Dispute Resolution

6.6 (a) If there is a dispute about whether a Fee is payable, the Customer may withhold the disputed amount, but must promptly (within 7 days of the relevant invoice date of issue) raise the disputed amount with InvestorHub in accordance with clause 15 and pay all undisputed amounts.

6.6 (b) If the Customer fails to pay any amount payable under this Agreement (except a Fee the subject of a genuine dispute under clause 6.6(a)), InvestorHub may, at its sole discretion:

i) charge Interest on that amount from the due date;

ii) if the amount remains unpaid for more than 60 days after the due date, suspend the Customer's access to the SaaS, provided InvestorHub has given 7 days' prior written notice of the suspension; and

iii) if the amount remains unpaid for more than 90 days after the due date, take any steps to recover the unpaid amount, including referring the debt to a third-party debt collection agency.

6.6(c) The Customer is responsible for all reasonable costs incurred by InvestorHub in connection with the recovery of unpaid amounts under this clause, including debt collection fees and legal costs on a full indemnity basis.

6.7 Additional Service Packages

6.7(a) If the Customer adds additional Service Packages during the Initial Period or any Rollover Period, InvestorHub will automatically adjust the Fees in accordance with the List Prices, unless otherwise agreed in writing. The adjusted Fees will apply for the remainder of the Term.

6.7(b) The Customer acknowledges that reductions in Service Packages will only take effect at the commencement of the next Rollover Period, if agreed upon in writing by the parties.

7. Term, Termination and Auto-Renewals

7.1 Term and Auto-Renewals

7.1(a) The Initial Period starts on the Billing Start Date. If the Billing Start Date is after the Commencement Date, the Customer can still access and use the SaaS from the Commencement Date — however, the Initial Period (and any Rollover Periods) will be calculated from the Billing Start Date.

7.1(b) Unless either party provides written notice of non-renewal at least 30 days before the end of the current term (whether Initial Period or any Rollover Period), this Agreement will automatically renew for successive Rollover Periods on the same terms and conditions.

7.1(c) InvestorHub may propose variations to the terms of this Agreement by giving written notice to the Customer at least 30 days prior to the commencement of any Rollover Period. Any proposed variation will only take effect if agreed to in writing by the Customer before the end of the Initial Period or Rollover Period.

7.1(d) Upon renewal, InvestorHub may adjust the Fees to reflect any changes to its List Prices or services. If InvestorHub proposes to adjust Fees, it will notify the Customer at least 30 days prior to the commencement of the subsequent Rollover Period, and the Customer may terminate the Agreement in accordance with clause 7.2 if it does not agree to the adjusted Fees.

7.1(e) For the avoidance of doubt, the Customer has no right to terminate this Agreement for convenience during the Initial Period or any Rollover Period.

7.2 Termination at End of Initial Period or Rollover Period

7.2(a) Either party may terminate this Agreement at the end of the Initial Period or any Rollover Period by giving at least 30 days written notice to the other party prior to the end of the relevant period.

7.2(b) Upon termination under this clause 7.2, the Customer acknowledges that:

i) InvestorHub will not provide any refunds for Fees already paid or due; and

ii) the Customer must promptly pay all unpaid Fees due through the end of the current Initial Period or Rollover Period.

7.3 Termination for Breach

A party may terminate this Agreement immediately on notice to the other party if the other party:

7.3 (a) commits a material breach of this Agreement and, in the case of a material breach which can be remedied, fails to remedy that material breach within 30 days of receiving notice requiring it to do so; or

7.3 (b) suffers an Insolvency Event.

7.4 Termination for Cause

InvestorHub may terminate this Agreement immediately on notice to Customer, if:

7.4(a) the Customer makes use of the SaaS for any reason other than the Purpose; or

7.4(b) at any time during the term, InvestorHub believes, acting reasonably, that the Customer's use of the SaaS may cause loss or damage to or otherwise unlawfully harm the Customer, InvestorHub's clients, third parties, InvestorHub, and its related bodies corporate or affiliates and its directors, employees or agents.

7.5 Effect of Termination or Expiry

On termination or expiry of this Agreement:

7.5(a) the Customer's right to use the SaaS ceases and the Customer must immediately stop using the SaaS;

7.5(b) the Customer must pay all Fees incurred or payable up to the effective date of the termination or expiry of this Agreement, including:

i) all unpaid Fees for the remainder of the Initial Period or Rollover Period, where termination occurs prior to the end of the Initial Period or Rollover Period;

ii) any usage-based fee adjustments for additional Service Packages added during the Initial Period or Rollover Period, as per clause 6.7; and

iii) any recurring fee adjustments due to increased usage during the Term, as per clause 6.7.

7.5(c) except as required by law, each party must, at the direction of the other party, either return or destroy all Confidential Information of the other party (excluding Customer Data which shall be made available for extraction in accordance with clause 7.5(d)) in its care, custody or control.

7.5(d) InvestorHub will provide the Customer with access to the SaaS solely for the purposes of extracting Customer Data and transitioning services for a period of thirty (30) days after termination or expiry (the "Wind-Down Period"). To the extent that the Customer accesses and uses the SaaS during the Wind-Down Period as permitted herein, all obligations and responsibilities of Customer in this Agreement shall continue in full force and effect during the Wind-Down Period. At the end of the Wind-Down Period, InvestorHub will permanently delete or destroy all Customer Data and Customer Material in its possession, custody, or control, except where retention is required by law or agreed in writing with the Customer.

8. Data Access, Data Security and Intellectual Property

8.1 Data Access

The Customer:

8.1(a) grants InvestorHub access and authority to access (application programming interface, or any other available method) any and all information, records and registers held or maintained by the share registry service engaged by the Customer, including but not limited to information about:

i) shareholders of the Customer;

ii) directors of the Customer;

iii) history of changes to the information, records and registers held;

8.1(b) appoints InvestorHub as an agent of the Customer to facilitate the matters described in clause 8.1(a); and

8.1(c) agrees to provide evidence in writing on request, in a form reasonably satisfactory to InvestorHub, of the undertakings and appointments in clause 8.1(a).

8.2 InvestorHub Material

The Customer agrees that all Intellectual Property Rights:

8.2(a) in the SaaS, Documentation, and InvestorHub Material (including all modifications and derivations thereof); and

8.2(b) otherwise created by or on behalf of InvestorHub in the course of performing its obligations under this Agreement, are owned by InvestorHub or its licensors.

8.3 Customer Material

8.3(a) Intellectual Property Rights in any Customer Material remain the property of the Customer.

8.3(b) The Customer grants to InvestorHub an irrevocable non-exclusive, global licence (including the right to sublicense), to use and exercise the Intellectual Property Rights in any Customer Material.

8.3(c) The Customer agrees that InvestorHub may refer to the Customer as its customer (using its name and logo) and provide a brief factual description of the supply under this Agreement and Customer's name in a list of customer references; in proposals to third parties; in public announcements; and on its website.

8.3(d) The Customer is solely responsible for the accuracy, legality, and compliance of all Customer Material, and warrants that such content does not infringe any third-party rights or violate applicable law.

8.3(e) InvestorHub may, at its sole discretion, remove or disable access to any Customer Material which it reasonably believes is unlawful, infringes any third party rights, is offensive, or otherwise violates this Agreement or InvestorHub policies.

8.4 New IP

All Intellectual Property Rights that are developed, created or come into existence in the course of or in connection with the SaaS, Documentation and/or the InvestorHub Material will vest in and be owned absolutely by InvestorHub on and from creation. The Customer hereby assigns to InvestorHub all rights it has in such Intellectual Property Rights to give effect to this clause.

8.5 Data Limitations and Compliance

8.5(a) The Customer acknowledges that InvestorHub's services, including any "Retail Shareholder Reports", rely on information obtained from third-party sources such as registries, custodians, intermediaries, and other data providers. InvestorHub does not warrant the accuracy, completeness, timeliness, or availability of such third-party data.

8.5(b) InvestorHub's obligations under this Agreement do not extend to verifying the accuracy or completeness of Customer shareholder registers or third-party data sources. The Customer remains responsible for compliance with its statutory obligations, including under Part 6C.2 of the Australian Corporations Act 2001 and section 793 of the UK Companies Act 2006.

8.5(c) Upon termination or expiry of this Agreement, InvestorHub will delete or anonymise Customer Data (excluding Customer Material retained for legal or compliance purposes) within a reasonable timeframe, subject to clause 7.5(d) (Wind-Down Period).

8.5(d) InvestorHub's performance of services under this Agreement may be dependent on the timely availability and accuracy of data from third-party systems and service providers. InvestorHub will not be liable for delays, errors, or omissions in the provision of services caused by the acts, omissions, or failures of such third parties.

8.6 Third-Party Services, Subprocessors and Integrations

The Customer acknowledges and agrees that:

8.6(a) InvestorHub uses third-party service providers, subprocessors and platforms to host, support, deliver, analyse and enable certain features and functionality of the SaaS, including cloud hosting services, communication and email delivery services, webinar and video platforms, analytics services, content distribution networks, customer support tools, and registry or other data-connectivity providers (collectively, "Third-Party Services").

8.6(b) By entering into this Agreement, the Customer expressly consents to InvestorHub engaging and using Third-Party Services for the purposes of providing, operating, supporting, maintaining, improving and securing the SaaS, including the processing, transmission, storage and hosting of Customer Data and Personal Information.

8.6(c) Third-Party Services are operated by third parties and are not under the direct control of InvestorHub. InvestorHub does not make any representation, warranty or guarantee regarding the reliability, availability, security, accuracy, performance or suitability of any Third-Party Service, and InvestorHub is not responsible for any delay, interruption, outage, degradation, error, inaccuracy, data loss or other issue caused by, or contributed to by, any Third-Party Service.

8.6(d) If the Customer enables, connects, authorises or integrates any third-party application, platform, system or service with the SaaS ("Customer-Enabled Integrations"), the Customer:

i) is solely responsible for complying with that third party's terms, conditions and privacy practices;

ii) authorises InvestorHub to access, transmit and exchange Customer Data with that third party as reasonably required to facilitate the relevant integration; and

iii) acknowledges that InvestorHub is not responsible for any access to, handling of, modification of, deletion of or actions affecting Customer Data by such third party.

8.6(e) InvestorHub may engage subprocessors to process Customer Data or Personal Information on its behalf. InvestorHub will ensure that any subprocessor is subject to contractual obligations that are materially similar to the data-protection and confidentiality obligations set out in this Agreement.

8.6(f) InvestorHub may add, remove or replace Third-Party Services, or modify the manner in which they are used, at any time where reasonably necessary for the operation, security, performance or improvement of the SaaS. InvestorHub will use reasonable efforts to notify the Customer within 30 days if such a change materially and adversely affects the functionality of the SaaS.

8.6(g) To the maximum extent permitted by law, InvestorHub is not liable for any Loss arising from or relating to:

• i) the acts, omissions, failures or unavailability of any Third-Party Service or Customer-Enabled Integration; or

• ii) the Customer's reliance on any data, output or information originating from a Third-Party Service.

8.6(h) Customer Data and Personal Information may be stored, transmitted or processed through Third-Party Services located outside the jurisdiction in which the Customer is located, subject always to InvestorHub's compliance with the Privacy Act and clause 9 (Privacy and Data Security Requirements).

8.7 Third Party Terminations and Changes to Third Party Services

The Customer acknowledges and agrees that:

8.7(a) InvestorHub's ability to provide certain features or functionality of the SaaS may depend on the continued availability and performance of Third-Party Services.

8.7(b) If any Third-Party Service:

i) ceases to provide services to InvestorHub;

ii) materially modifies its services, pricing or terms;

iii) withdraws, limits or materially degrades functionality;

iv) becomes unavailable, unlawful or materially non-compliant with applicable laws; or

v) otherwise prevents InvestorHub from providing any part of the SaaS,

then InvestorHub may suspend, modify or permanently discontinue the affected feature or functionality by written notice to the Customer.

8.7(c) Any termination, suspension, modification or discontinuation under clause 8.7(b) will not constitute a breach of this Agreement by InvestorHub, and the Customer will not be entitled to any refund, credit or other compensation, except to the extent required by applicable law.

8.7(d) If InvestorHub reasonably determines that a Customer-Enabled Integration, or the Customer's use of a Third-Party Service, violates applicable law, infringes the rights of a third party, or breaches the terms imposed by the relevant Third-Party Service provider, InvestorHub may immediately suspend or terminate the Customer's access to the affected integration or feature.

8.7(e) Where practicable, InvestorHub will use reasonable efforts to provide the Customer with prior notice of any action taken under this clause 8.7.

8.8 AI Services and Automated Functionality

The Customer acknowledges and agrees that:

8.8(a) InvestorHub may make available certain features of the SaaS that use artificial intelligence, machine learning, automated decision-making or similar technologies ("AI Services"), including technologies provided by third-party service providers.

8.8(b) By using any AI Services, the Customer expressly consents to InvestorHub and its third-party AI service providers processing Customer Data and Customer Material for the purpose of generating outputs, providing recommendations, automating workflows, or otherwise enabling the relevant AI Services.

8.8(c) InvestorHub will not use Customer Data to train or improve any third-party foundation models or general-purpose artificial intelligence systems, except to the extent strictly required to provide the AI Services and subject to the data protection obligations in this Agreement.

8.8(d) The Customer is solely responsible for the accuracy, legality and appropriateness of any Customer Data or Customer Material submitted to, or generated through, the AI Services, and must not use the AI Services to process any data that is unlawful, infringing, confidential to a third party, or otherwise in breach of this Agreement.

8.8(e) Outputs generated by the AI Services are machine-generated and may be inaccurate, incomplete or inappropriate. InvestorHub makes no representation or warranty regarding the accuracy, reliability or suitability of any output generated by the AI Services, and the Customer must independently verify the accuracy of any such output before relying on it.

8.8(f) To the maximum extent permitted by law, InvestorHub is not liable for any Loss arising from or relating to the Customer's use of, reliance on or decisions made based on any output generated by the AI Services.

8.8(g) InvestorHub may suspend, modify or discontinue any AI Service at any time where reasonably necessary due to changes in law, misuse, risks to data security, or changes made by third-party AI service providers.

8.8(h) For clarity, all Intellectual Property Rights in any outputs generated by the AI Services will be owned in accordance with clause 8.4, unless otherwise agreed in writing.

9. Confidential Information

9.1 Each party agrees to keep confidential, and not to use or disclose any Confidential Information of the other party, other than as permitted by this Agreement or with the prior written consent of the other party.

9.2 A party may disclose Confidential Information if required to do so by applicable law, or under compulsion of law by a court or government agency or by any regulator or by the rules of any relevant stock exchange, provided that the disclosing party:

9.2 (a) discloses the minimum amount of Confidential Information required to satisfy the law or rules; and

9.2 (b) before disclosing any information, gives a reasonable amount of notice to the other party and takes all reasonable steps (whether required by the other party or not) to maintain such Confidential Information in confidence.

9.3 Clause 9.1 does not apply to Confidential Information:

9.3 (a) that is in the public domain other than as a result of a breach of this Agreement or other obligation of confidence; or

9.3 (b) that is already known by, or rightfully received, or independently developed, by the recipient of that Confidential Information free of any obligation of confidence.

9.4 Each party may use Confidential Information of the other party and disclose Confidential Information of the other party to its directors, agents, professional advisors, employees, contractors and permitted sub-contractors in each case solely for the exercise of rights or the performance of obligations under this Agreement and provided such information is disclosed subject to confidentiality obligations no less onerous than this Agreement. The recipient party will remain liable for any breach of these confidentiality obligations by any party it discloses to in accordance with this clause.

10. Privacy and Data Security Requirements

10.1 Customer and InvestorHub agree to comply with the Privacy Act 1988 (Cth) (Australia), the UK GDPR and Data Protection Act 2018, the Privacy Act 2020 (New Zealand), and any other applicable privacy or data protection laws, as applicable, under this Agreement.

10.2 Each party agrees to keep in place appropriate processes and operational measures to protect against unauthorised or unlawful processing of Personal Information and against accidental loss or destruction of, or damage to Personal Information, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.

10.3 Throughout the Term, InvestorHub agrees it will maintain and comply with the data security requirements set forth in the relevant Policies of InvestorHub.

10.4 If InvestorHub becomes aware of:

10.4 (a) any breach of its data privacy or security requirements under this Agreement;

10.4 (b) unauthorised access to, unauthorised disclosure of, or destruction, loss or misuse of any Personal Information of the Customer; or

10.4 (c) data or security breach which relates to or could affect Personal Information of the Customer;

(collectively, a "Security Incident"), InvestorHub must:

10.4 (d) promptly (and in any event within 72 hours) notify the Customer in writing and disclose in such notice all information relevant to the Security Incident, including details of how the Security Incident is being investigated and the mitigation and remedial steps put in place and those to be put in place;

10.4 (e) regularly (and in any event no less than every 72 hours) provide the Customer with all further information which becomes known to it about the Security Incident;

10.4 (f) dedicate appropriate resources to investigate the Security Incident;

10.4 (g) take appropriate steps to mitigate the scope of the Security Incident, as well as the damage, loss, and any other negative consequences resulting from the Security Incident; and

10.4 (h) where the Customer requests in writing, reasonably cooperate with Customer in the resolution of the Security Incident and provide applicable details of the Security Incident required for any communication required of the Customer by the Privacy Act 1988 (Cth) (Australia), the UK GDPR and Data Protection Act 2018, the Privacy Act 2020 (New Zealand), and any other applicable privacy or data protection laws.

11. Limitation of Liability

11.1 The aggregate maximum liability of each party under or in connection with this Agreement (whether in contract, tort (including negligence) or statute) is limited to the Fees paid or payable by Customer to InvestorHub under this Agreement in the 12 months prior to the initial claim.

11.2 The Customer agrees that InvestorHub is not liable for any loss of profits or any other indirect or consequential Loss or damages, even if they are advised of the possibility of such loss or damages and irrespective of whether any claim for loss or damages is made in negligence, for breach of contract or otherwise.

11.3 Nothing in this Agreement operates to limit or exclude:

11.3 (a) liability that cannot by law be limited or excluded;

11.3 (b) liability of a party under clause 12 (Indemnity);

11.3 (c) liability of a party for breach of the other's Intellectual Property Rights;

11.3 (d) liability for breach of clause 9 (Confidential Information); and

11.3 (e) any rights conferred by applicable Consumer Law that cannot be excluded.

11.4 If InvestorHub is liable to Customer in relation to a failure to comply with a guarantee that applies under the CGA or Division 1 of Part 3-2 of the ACL (as appropriate), that cannot be excluded, InvestorHub's total liability to Customer for that failure is limited to, at the option of InvestorHub:

11.4 (a) in the case of services, the resupply of the services or the payment of the cost of resupply; and

11.4 (b) in the case of goods, the replacement of the goods or the supply of equivalent goods, or the repair of the goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired.

12. Indemnity

12.1 InvestorHub will indemnify, defend and hold harmless the Customer and its subsidiaries and affiliates and their respective directors, officers, employees and agents ("Customer Indemnified Parties") against any claim made against the Customer Indemnified Parties by a third party alleging that the SaaS infringes the intellectual property of that third party.

12.2 InvestorHub shall not be liable to the Customer under clause 12.1 if:

12.2 (a) the Customer does not notify InvestorHub of a third party claim promptly after becoming aware of the claim;

12.2 (b) InvestorHub's ability to defend the claim has been prejudiced by the Customer's material breach of its obligations under this Agreement;

12.2 (c) the Customer does not give InvestorHub reasonable assistance in defending the claim;

12.2 (d) to the extent that any act or omission of another party, or a breach of the indemnified parties' obligations under the contract or at law, has caused the relevant loss;

12.2 (e) the claim has arisen because of the use of the Software in combination with equipment, materials or computer programs not supplied or approved by InvestorHub, where but for the combination, no claim would exist; or

12.2 (f) the Customer does not permit InvestorHub to have control of the defence of the claim and all related settlement negotiations.

12.3 The Customer agrees, to the maximum extent permitted by law, to indemnify and hold harmless InvestorHub and its related bodies corporate and their respective directors, officers, employees, advisors and representatives (collectively referred to as the Indemnified Parties) from and against all losses, damages, costs, charges, liabilities, penalties, interest and expenses ("Losses"), which arise directly from the Customer's use of the SaaS.

12.4 Except in relation to:

12.4 (a) liability for personal injury (including sickness and death) or property damage;

12.4 (b) a breach of the confidentiality obligations set forth herein;

12.4 (c) the indemnification obligations set forth herein;

12.4 (d) gross negligence; and

12.4 (e) wilful misconduct, the liability of either party to the other party in damages (including special, indirect or consequential damages, which damages will be deemed to include loss of revenue, loss of profit and opportunity loss) will not exceed the amount of the sum of any Fees paid by Customer to InvestorHub for the immediately preceding twelve months (or if the agreement has not been in effect for a twelve (12) month period, then the average monthly amount of fees paid or owing in the period since the commencement of the agreement multiplied by twelve (12)), even if a party has been advised by the other party as to the possibility of such losses being incurred.

13. Force Majeure

13.1 Other than the Customer's obligation to pay Fees, a party will not be:

13.1 (a) in breach of this Agreement as a result of; or

13.1 (b) liable for, any failure or delay in the performance of that party's obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event.

14. Sales Tax

14.1 For the purpose of this clause, the following terms have the meaning provided:

14.1 (a) "Taxable Supply" means a supply of goods or services on which a Sales Tax is levied.

14.1 (b) "Sales Tax" means any sales tax, value-added tax (VAT), goods and services tax (GST), or any similar tax or duty that applies to the sale of goods or services under applicable laws.

14.1 (c) "Tax Invoice" means an invoice in the form required by law relating to the imposition of Sales Tax.

14.1 (d) "Tax Authority" means the governmental body responsible for the collection of Sales Tax, such as the Australian Taxation Office or any equivalent body in other jurisdictions.

14.2 Except under this clause, the consideration for a supply made under or in connection with this Agreement does not include Sales Tax.

14.3 If a supply made under or in connection with this Agreement is a Taxable Supply, then at or before the time the consideration for the supply is payable:

14.3 (a) the Recipient must pay the Supplier an amount equal to the Sales Tax for the supply (in addition to the consideration otherwise payable under this Agreement for that supply); and

14.3 (b) the Supplier must give the Recipient a Tax Invoice for the supply.

14.4 Where a Tax Invoice is given by the Supplier, the Supplier warrants that the supply to which the Tax Invoice relates is a Taxable Supply and that it will remit the Sales Tax (as stated on the Tax Invoice) to the relevant Tax Authority.

14.5 Where a supply made under or in connection with this Agreement is a Progressive or periodic supply, this clause applies to each component as if it were a separate supply.

15. Dispute Resolution

15.1 The parties agree that if a dispute arises out of or in connection with this Agreement ("Dispute"), the party raising the Dispute must notify the other party ("Dispute Notice").

15.2 A representative from each party will first meet to try and resolve the Dispute by negotiation within 14 days of receipt of the Dispute Notice.

15.3 If the parties do not resolve the Dispute by negotiation within 14 days, then a senior executive of each party will meet and attempt to resolve the Dispute within a further 30 days.

15.4 If the Dispute has not been resolved within 60 days of the Dispute Notice, then the parties may agree to refer the Dispute to mediation by an accredited mediator they agree on.

15.5 If a Dispute is not resolved under the process in clauses 15.1 to 15.4, the Dispute must be:

15.5 (a) submitted to arbitration in accordance with, and subject to, the UNCITRAL Arbitration Rules;

15.5 (b) administered by a competent arbitral body agreed between the parties; and

15.5 (c) conducted by 1 arbitrator, in the English language in Melbourne, Australia.

15.6 An award made under clause 15.5 is final and binding on the parties and may be entered into by any court of competent jurisdiction.

15.7 Nothing in this clause prevents a party from applying to a court of competent jurisdiction for injunctive or other urgent interlocutory relief.

16. Applicable Law

16.1 This Agreement is governed and construed in accordance with the laws of Victoria, Australia.

16.2 Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Victoria, Australia and courts competent to hear appeals from those courts.

17. Assignment and Novation

17.1 A party must not assign or novate all or part of the party's rights and obligations under this Agreement without the prior written consent of the other party, which consent must not be unreasonably withheld or delayed.

17.2 Notwithstanding clause 17.1, InvestorHub may assign, transfer or novate this Agreement, in whole or in part, on written notice to the Customer, to a related or unrelated person in connection with a sale or transfer of all or substantially all of the membership interest, shares or assets of InvestorHub to a third party, provided that the assignee, transferee or novatee (as appropriate) agrees, as a condition to such assignment, transfer or novation to assume all of InvestorHub's obligations under this Agreement.

18. General

18.1 The Agreement does not create a relationship of employment, trust, agency or partnership between the parties.

18.2 Each provision of this Agreement will be read and construed as a separate and severable provision or part and if any provision is void or otherwise unenforceable for any reason then that provision will be severed and the remainder will be read and construed as if the severable provision had never existed.

18.3 Any notice or approval required by or contemplated by this Agreement must be in writing and delivered, posted or emailed to the other party at the address or e-mail address (as applicable) provided for them in this Agreement, as updated from time to time by written notice to the other party.

18.4 InvestorHub may update its Policies from time to time. InvestorHub will not change its Policies in a manner that materially reduces the scope of the SaaS or its obligations under this Agreement.

18.5 Other than to the extent set out in clause 17.2 above, any variation or amendment to this Agreement must be in writing and executed by the parties.

18.6 The Agreement represents the parties' entire agreement, and supersedes all prior representations, communications, agreements, statements and understandings, whether oral or in writing, relating to its subject matter.

18.7 Termination of this Agreement will not affect clauses 8, 9, 10, 11, 12 and 15 or any provision of this Agreement which is expressly or by implication intended to come into force or continue on or after the termination.

18.8 A right under this Agreement may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in the waiver.

18.9 Each party must comply with all applicable laws in the performance of their respective obligations and exercise of their rights under this Agreement, including meeting its own legal compliance requirements.

19. Definitions and Interpretation

19.1 Definitions

In this Agreement:

"Agreement" means the Software Proposal, these General Terms, and any documents incorporated by reference into those documents.

"AI Services" has the meaning given by clause 8.8.

"Anniversary Date" means the anniversary of the Commencement Date.

"Authorised User" means a third party individual or entity authorised to access the SaaS by the Customer arising out of this Agreement, including but not limited to any agents, employees, directors or contractors to the Customer.

"Billing Start Date" means the date specified as such in the Software Proposal, from which the Customer's obligation to pay Fees commences. If no Billing Start Date is specified in the Software Proposal, the Billing Start Date is the Commencement Date.

"Business Day" means any day that is not a Saturday, Sunday or public holiday in the jurisdiction specified in the Software Proposal or, if not specified, in Victoria, Australia.

"Claims" means any claim, action, suit, proceeding, demand, investigation or liability (whether actual or threatened) brought or made by a third party against a party, including any claim alleging that the SaaS infringes the intellectual property rights of a third party as described in clause 12.1, and any losses, damages, costs, charges, liabilities, penalties, interest and expenses arising in connection with such claim.

"Commencement Date" means the date specified as such in the Software Proposal.

"Confidential Information" of a party means the terms of this Agreement and any information: (i) relating to the business and affairs of that party; (ii) relating to the customers, clients, employees, sub-contractors or other persons doing business with that party; (iii) which is by its nature confidential; (iv) which is designated as confidential by that party; (v) which the other party knows is confidential; or (vi) which would reasonably be expected to be treated as confidential, and includes all trade secrets, knowhow, financial information, business dealings and other commercially valuable information of that party, and in the case of InvestorHub, includes InvestorHub Material and the Fees, and in the case of the Customer, includes the Customer Material.

"Consequential Loss" means: loss of revenue; loss of goodwill; loss of reputation; consequential loss; loss of profits; indirect loss; loss of bargain; special loss; loss of actual or anticipated savings; wasted expenditure and lost opportunities, including opportunities to enter into arrangements with third parties.

"Consumer Law" means the applicable consumer law in the relevant jurisdiction, and in Australia means the Australian Consumer Law (as set out in schedule 2 to the Competition and Consumer Act 2010 (Cth)) ("ACL"); and in New Zealand means the NZ Fair Trading Act 1986 or Consumer Guarantees Act 1993 (NZ) ("CGA").

"CPI" means the percentage change in the All Groups Consumer Price Index (CPI) (weighted average of eight (8) capital cities) for the 12 month period most recently published by the Australian Bureau of Statistics (ABS) prior to the relevant Anniversary Date.

"Customer" means the party specified as the 'Customer' in the Software Proposal.

"Customer Data" means any data input by the Customer, or its users, into the SaaS.

"Customer Indemnified Parties" has the meaning given by clause 12.1.

"Customer Material" means the Customer Data and any Material provided by or to which access is given by the Customer to InvestorHub for the purposes of this Agreement.

"Documentation" means any training material (final version) in any form provided by InvestorHub to the Customer in connection with the SaaS.

"Fees" means the fees specified in the Software Proposal agreed between InvestorHub and the Customer, as varied in accordance with this Agreement.

"Force Majeure Event" means any occurrence or omission outside a party's reasonable control including: (i) a physical natural disaster including fire, flood, lightning or earthquake; (ii) war or other state of armed hostilities (whether war is declared or not), insurrection, riot, civil commotion, act of public enemies, national emergency (whether in fact or in law) or declaration of martial law; (iii) epidemic, pandemic or quarantine restriction; (iv) any act of terrorism or terrorism related event; (v) confiscation, nationalisation, requisition, expropriation, prohibition, embargo, restraint or damage to property by or under the order of any government agency; (vi) law taking effect after the date of this Agreement; (vii) disruption or unavailability of the internet; (viii) strike, lock-out, stoppage, labour dispute or shortage including industrial disputes that are specific to a party or the party's subcontractors; (ix) failure of a utility to InvestorHub; and (x) a delay or other impact resulting from a Force Majeure Event affecting the other party.

"General Terms" means these terms and conditions headed General Terms which form an integral part of the Agreement entered into between InvestorHub and Customer, together with any Policies attached to these General Terms or incorporated by reference.

"GST Act" means A New Tax System (Goods and Services Tax) Act 1999 (Cth) in Australia, and the Goods and Services Tax Act 1985 NZ in New Zealand, as applicable.

"Initial Period" means the initial period specified in the Software Proposal, commencing on the Billing Start Date.

"Insolvency Event" means any voluntary or involuntary proceeding, process, appointment or application under any law relating to insolvency, reorganisation, winding-up, or composition or adjustment of debts, including, without limitation, winding-up, liquidation, bankruptcy, statutory bankruptcy (as the case may be) provisional liquidation, receivership, administration, provisional supervision, company voluntary arrangement, suspension of payment under court supervision or any other analogous proceedings in any jurisdiction.

"Intellectual Property Rights" means all existing and future industrial and intellectual property rights, in Australia, New Zealand and throughout the world, and includes any copyright, moral right, patent, registered or unregistered trade mark, registered or unregistered design, registered or unregistered plant breeder's right, trade secret, knowhow, right in relation to semiconductors and circuit layouts, trade or business or company name, indication or source or appellation of origin or other proprietary right, or right of registration of such rights.

"Interest" means interest on any amount payable under this Agreement that remains unpaid after its due date, calculated at a rate equal to the general interest charge rate published by the Australian Taxation Office from time to time plus 3%, accruing daily from the due date for payment until the date of actual payment (inclusive).

"InvestorHub" means Fresh Equities Pty Ltd (ACN 619 657 028) trading as "InvestorHub".

"InvestorHub Material" means any Material created by InvestorHub in the course of performing its obligations under this Agreement, or which is otherwise provided by or to which access is given by InvestorHub for the purposes of this Agreement including the SaaS and the Products, but excluding the Customer Data.

"InvestorHub Micro-Site Terms and Conditions" means the terms and conditions between InvestorHub and Platform Users, as amended from time to time.

"List Prices" means InvestorHub's standard pricing for its Service Packages and services.

"Loss" has the meaning given by clause 12.3.

"Material" means any material including documents, equipment, reports, technical information, studies, plans, charts, drawings, software, schema calculations, tables, schedules and data stored by any means.

"Personal Information" has the meaning given to that term in the Privacy Act 1988 (Cth) (Australia), the UK GDPR and Data Protection Act 2018, the Privacy Act 2020 (New Zealand), or any other applicable privacy or data protection laws, as applicable.

"Platform User" means any third party that accesses the elements of the SaaS intended or presented for public access or consideration arising out of this agreement, including but not limited to shareholders of the Customer, prospective shareholders or prospective investors in the Customer.

"Policies" means any of InvestorHub's policies concerning Information Security, Data Breach and Incident Response, Infrastructure Security and Modern Anti-Slavery, as amended from time to time.

"Prohibited Conduct" means using, or permitting others to use, the SaaS: (i) for any fraud or illegal activity; (ii) to, or attempt to, circumvent any security measures or otherwise gain unauthorised access to or interfere with any third party's online resources or systems; (iii) to distribute, view or create any material that is or may be pornographic, defamatory, unlawful or obscene; (iv) to distribute unsolicited emails to third parties including bulk unsolicited emails; (v) in a way that infringes InvestorHub's or any third party's Intellectual Property Rights.

"Purpose" means facilitating communication and marketing between the Customer, its shareholders, potential investors and/or Platform Users.

"Rollover Period" means the rollover period specified in the Software Proposal or any other extension to the Term mutually agreed in writing between the parties or if no period is specified or agreed, then successive periods equal to the Initial Period.

"SaaS" means the Software as a Service described in the Software Proposal.

"Security Incident" has the meaning as set out in clause 10.4 above.

"Service Levels" has the meaning given by Appendix 1 and Appendix 2.

"Service Packages" means specific bundled additional services offered by InvestorHub to the Customer which may be made available on the SaaS, set out in the Software Proposal or agreed between the parties in writing.

"Software Proposal" means the "Software Proposal" submitted and agreed electronically, or in writing, between InvestorHub and Customer.

"Term" means the term contemplated by clause 7.1.

19.2 Precedence

In the event of any inconsistency or conflict between the documents constituting the Agreement, the documents ranked higher in the following list will take precedence to the extent of the inconsistency:

a) the Software Proposal;

b) these General Terms;

c) any other documents attached to or specifically incorporated into the Agreement other than as set out above, including any Policies incorporated by reference.