Checkbox Customer Agreement (21 April 2020 – 12 May 2020)

Effective period: 13 May 2020 to 2 June 2020

This Software License Agreement (“Agreement“) is entered into between you and Checkbox Technology Pty Ltd (ABN 35 612 175 685) (“Checkbox” or “we”). If you are agreeing to this Agreement not as an individual but on behalf of your company, government, or other entity for which you are acting, then “you” means your entity, and you are binding your entity to this Agreement.

By clicking on the “I agree” (or similar button) that is presented to you at the time of your Order, or by using or accessing Checkbox Software, you indicate your assent to be bound by this Agreement. If you do not agree to this Agreement, do not use or access the Software.

1. Scope of the Agreement

This Agreement governs your initial purchase of Checkbox Software and Support, as well as any future purchases made by you that reference this Agreement. This Agreement includes any Orders, the Checkbox Policies, and any other referenced policies and terms.

2. License Rights

2.1. Your License Rights. Subject to the terms and conditions of this Agreement, Checkbox grants you a non-exclusive, non-transferable and non-sublicensable (except as otherwise permitted under this Agreement) license to access and use the Software.

2.2 Restrictions. Unless expressly authorized in this Agreement, you will not:

(a) reproduce, modify, adapt or create derivative works of the Software;

(b) rent, lease, distribute, sell, or transfer the Software to a third party;

(d) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Software, except to the extent expressly permitted by applicable law (and then only upon advance notice to us);

(e) remove or obscure any proprietary or other notices contained in any Software;

(f) use the Software for competitive analysis or to build competitive products; or

(g) encourage or assist any third party to do any of the foregoing.

3. Authorized Users

3.1 Authorised Users. Only Authorized Users may access and use the Software. Some Software may allow you to designate different types of Authorized, in which case pricing and functionality may vary according to the type of Authorized User.

3.2 Responsibility for Authorised Users. You are responsible for all fees incurred by Authorized Users and for all applicable fees incurred from adding additional Authorized Users as detailed in the relevant Order. You are responsible for compliance with this Agreement by all Authorized Users and ensure that all use of Software by you and your Authorized Users are within the Scope of Use.

3.3 External Users. An in increased Scope of Use under this Agreement, you may grant your own customers’ end users (“External Users”) limited rights to use the Software solely so that they may view and interact with such resources. You may not permit External Users to use the Software for purposes unrelated to supporting your own offerings or grant External Users administrator, configuration or similar use of the Software. You are responsible under Section 3.2 (Responsibility for Authorized Users) for all External Users as “Authorized Users” and are solely responsible for your own products and support offerings to External Users. Notwithstanding anything to the contrary in this Agreement, Checkbox has no direct or indirect warranty, indemnity or other liability or obligations of any kind to External Users.

4. Your Data

4.1 Use of your Data. You retain all right, title and interest in and to your Data in the form submitted to the Software. You grant Checkbox a limited license to copy, transmit, store and back-up or otherwise access, use or make reference to your Data:

(a) to fulfil the Order including to enable the Authorized Users to access and use the Software;

(b) for diagnostic and support purposes;

(c) to conduct analytics about how users interact with the Software and content Checkbox provides, the characteristics of our user base and other data derived from the data we collect from or about our users;

(d) to test, enhance and otherwise modify the Software; and

(e) as reasonably required for the performance of Checkbox’s obligations under this Agreement.

4.2 Data Compliance Obligations. You represent and warrant that any and all Data supplied by you or otherwise accessed by Checkbox through the provision of the Software is your sole and exclusive property or that you have secured any and all authorizations and rights to use the Data as applicable. Checkbox assumes no responsibility or liability for your Data, and you are solely responsible for your Data and the consequences of submitting and using it with the Software.

4.3 No Sensitive Personal Information. You will not submit to the Software any Sensitive Personal Information unless its processing is expressly supported as a feature of the Software. Notwithstanding any other provision to the contrary, we have no liability under this Agreement for Sensitive Personal Information submitted in violation of the foregoing.

4.4 Indemnity regarding Data. You agree to indemnify and hold Checkbox harmless for the corruption or loss of any Data controlled or stored by you, to extent the corruption or loss is not caused by the negligent act or omission of Checkbox. You will defend, indemnify and hold harmless us (and our Personnel and Affiliates) from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from any claim arising from or related to:

(a) any claims or disputes brought by Authorized Users arising out of their use of the Software; or

(b) your breach (or alleged breach) of Section 4.2 (Data Compliance Obligations) or Section 4.3 (No Sensitive Personal Information).

This indemnification obligation is subject to you receiving (a) prompt written notice of such claim, the exclusive right to control and direct the investigation, defense or settlement of such claim, and all reasonable necessary cooperation by us at your expense.

5. Support and Service Levels

5.1 Support. Checkbox will provide the support services for the Software described in the Checkbox Support Policy at the support and service levels and during the support term specified in your Order, during the period for which you have paid the applicable fee. The Checkbox Support Policy may be modified by Checkbox from time to time to reflect process improvements or changing practices.

5.2 App Acceptance Testing. Any work where Checkbox has provided services to advise on, create, or amend an App will be subject to the acceptance testing procedure provided in a Statement of Work. Once an App has been accepted in accordance with the procedure provided in the Statement of Work, Checkbox will not be liable for any defects or errors in an App or the content the App generates.‍

6. Your Responsibilities and Obligations

6.1 Cooperation with Checkbox. You will provide all required materials as required by Checkbox from time to time for Checkbox to fulfil the Order. You must, at your own expense:

(a) provide all reasonable assistance and cooperation to Checkbox in order to enable Checkbox to fulfil the Order in an efficient and timely manner including but not limited to obtaining from Authorized Users any consent necessary to provide Authorized Users access to the Software;

(b) use reasonable endeavors to ensure the integrity of the Data;

(c) permit Checkbox and its Personnel to have reasonable access to Your Environment for the purposes of fulfilling the Order;

(d) ensure that only Authorized Users will access and use the Software and such use and access will be in accordance with the terms and conditions of this Agreement;

(e) make any changes to Your Environment that may be required to support the delivery and operation of any Software;

(f) notify Checkbox of incidents, vulnerabilities, and security concerns, including information security breaches, as they are identified within a reasonable and practical timeframe, and provide access to any relevant information to aid in the resolution of the issue or concern;

(g) notify Checkbox of changes made to technical or administrative contact information;

(h) maintain your own system(s) of record;

(i) ensure the supervision, management, and control of the use of Checkbox Software by your personnel;

(j) maintain your own disaster discovery and business continuity plans that address the inability to access or utilize Checkbox Software; and

(k) ensure that security configurations meet your security requirements, including any APIs or integrations.

6.2 Responsibility of Users. You are responsible for your (and your Personnel and Authorized Users) use of the Software and must ensure that no person uses the Software:

(a) to break any law or infringe any person’s rights including but not limited to Intellectual Property Rights;

(b) to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or

7. No-Charge Software

7.1 No-Charge Software. We may offer certain Software to you at no charge, including free accounts, trial accounts, and access to Beta Versions as defined below (collectively, “No-Charge Software”). Your use of No-Charge Software is subject to any additional terms that we specify and is only permitted for the period designated by us. You may not use No-Charge Software for competitive analysis or similar purposes.

7.2 Beta Versions. You understand that any pre-release and beta Software we make available, including beta features within generally available Software (collectively, “Beta Versions”), are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Software. We make no promises that any Beta Versions will ever be made generally available. All information regarding the characteristics, features or performance of Beta Versions constitutes Checkbox’s Confidential Information.

7.3 Limited Rights on No-Charge Software. We may terminate your right to use No-Charge Software at any time and for any reason in our sole discretion, without liability to you. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Software, including any Support, warranty, and indemnity obligations.

8. Audit and Monitoring

Checkbox, its Personnel, or any authorized agent of Checkbox has the right to audit and inspect, and appoint one or more auditors to audit and inspect, your use of the Software to verify your compliance with this Agreement. We will provide you with at least ten (10) days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that you have exceeded the Scope of Use. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you exceed your Scope of Use, we may invoice you for any past or ongoing excessive use, and you will pay the invoice promptly after receipt.

9. Payment and Taxes

9.1 Payment. You will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. If you require the use of a purchase order, you are responsible for providing the applicable purchase order at the time of purchase. You acknowledge and agree to the extent of any inconsistency between this Agreement and any terms and conditions attached to your purchase order, the terms of this Agreement will prevail. The Parties acknowledge and agree that any pre-printed standard terms and conditions attached to or on the back of any purchase order will not apply to this Agreement.

9.2 Taxes. Your fees under this Agreement exclude any taxes or duties payable in respect of the Software in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Checkbox, you must pay to Checkbox the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to Checkbox any such exemption information, and Checkbox will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

9.3 Withholding Taxes. You will pay all fees net of any applicable withholding taxes. You and Checkbox will work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If Checkbox qualifies for a tax exemption, or a reduced treaty withholding rate, Checkbox will provide you with reasonable documentary proof. You will provide Checkbox reasonable evidence that you have paid the relevant authority for the sum withheld or deducted.

9.4 Increased Scope of Use. During your License Term, you may increase your Scope of Use (e.g., adding Authorized Users, number of submissions made through Apps, or instances) by placing a new Order or, if made available by Checkbox, directly through the Software. Any increases to your Scope of Use will be subject to additional fees, as set forth in the applicable Order.

9.5 Non-Payment. If the fees are unpaid for 10 Business Days after the expiry of the applicable due date, Checkbox has the right to:

(a) suspend access to the Software without liability to you;

(b) engage debt collection services for the collection of any unpaid and undisputed debt; and

You acknowledge and agree that you are liable for and will pay all costs including debt collection, commission, solicitor’s fees and any out of pocket expense and that Checkbox may place a default against you with a credit reporting agency. You agree to indemnify Checkbox for the full amount of Checkbox’s legal and debt recovery costs. If you rectify non-payment of the fees after access to the Software have been suspended, then Checkbox will recommence the provision of the Software as soon as reasonably practicable.

10. Confidentiality

10.1 Confidential Information. Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how and business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Checkbox Software, associated documents and any performance information relating to the Software will be deemed Confidential Information of Checkbox without any marking or further designation.

10.2 Obligations of the Receiving Party. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its Personnel having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 10 and that the Receiving Party remains responsible for compliance by them with the terms of this Section 10. The Receiving Party’s confidentiality obligations will not apply to information which the Receiving Party can document:

(a) was rightfully in its possession or known to it prior to receipt of the Confidential Information;

(b) is or has become public knowledge through no fault of the Receiving Party;

(c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or

(d) is independently developed by employees of the Receiving Party who had no access to such information.

The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

11. Intellectual Property Rights

11.1 Intellectual Property Rights. A Party’s ownership of, or any right, title or interest in, any and all intellectual and industrial protection rights throughout the world including copyright (past, present and future copyrights and rights in the nature of or analogous to copyright), inventions, patents, designs, registered and unregistered trademarks, know-how and circuit layout rights, whether registrable or not, anywhere in the world (“Intellectual Property Rights”) in all products, services, software, documentation and other material provided by either party under this Agreement, including any developments, updates, advancements, modifications or adaptations of those products, services, documentation and any other material will not be altered, transferred or assigned by virtue of this Agreement. For the avoidance of doubt:

(a) Checkbox is the owner of the Software, documentation related to the Software, and any anonymized analytics of Data and usage generated by the Software; and

(b) you are the owner of any content, design, documentation and any other input that has been provided to Checkbox or has been included or generated in the creation or use of an App.

11.2 Use of Your Intellectual Property. You grant Checkbox a non-exclusive, royalty free, non-transferable and revocable license to use any of your Intellectual Property Rights as reasonably required for Checkbox to provide the intended operation of the Software to you.

11.3 Intellectual Property of Software Developments. Any Intellectual Property Rights created as a result of modifications and developments to the Software will vest in Checkbox on creation and you must promptly do any acts reasonably requested by Checkbox for the Intellectual Property Rights to vest in Checkbox.

12. Security Standards

12.1 Information Security Management System. Checkbox will maintain an information security management system (ISMS). Checkbox will ensure that the ISMS is documented available and communicated to Checkbox Personnel.

12.2 Handling Confidential Information. Checkbox will only use Confidential Information for the specific purpose for which it was provided to Checkbox or as otherwise authorized in writing by you and shall only reproduce and store such Confidential Information to the extent necessary for these purposes. Checkbox and our Personnel will implement and maintain appropriate administrative, technical, and physical safeguards to:

(a) ensure the security and confidentiality of your Confidential Information;

(b) protect against anticipated threats or hazards to the security or integrity of Confidential Information; and

These safeguards shall include, without limitation, a written information security plan; information access controls that require appropriate authorization, generate audit trails of approvals and require periodic reviews by asset owners; systems protections (e.g. intrusion protection); physical security measures; and a security awareness program, including employee training.

12.3 Business Continuity. Checkbox will have documented business continuity management plans in place, which must be reviewed annually to provide assurance of the availability of critical services provided.

12.4 Evidence of Compliance. Checkbox will provide you with information as may be reasonably requested from time to time with regard to Checkbox’s compliance with its obligations under this Section 12 (Security Standards).

12.5 Incident Notification. Checkbox will inform you of any incidents, vulnerabilities, and security concerns, including information security breaches, as they are identified within a reasonable and practical timeframe.

13. Warranties

13.1 General Warranties. Each Party warrants that:

(a) it has the right, power, authority and entitlement to execute this Agreement and perform its obligations under this Agreement;

(b) this Agreement constitutes a legal, valid and binding obligation and is enforceable in accordance with its terms by appropriate legal remedy;

(c) in entering into and performing its obligations under this Agreement it has not, and will not, be in breach of any relevant law or any obligation owed to another person;

(d) there is no current, pending or threatened litigation, arbitration, investigation, inquiry or proceeding in which it is involved and that will or may have an adverse effect on its ability to comply with this Agreement; and

(e) it has all necessary licenses, approvals, permits and consents to enter into and perform its obligations under this Agreement.

13.2 Software Warranties. Checkbox warrants that to the best of its knowledge the Software does not infringe the Intellectual Property Rights of any third party and there are no actual or threatened proceedings for any intellectual property infringements in relation to the Software. Checkbox further represents and warrants that it will take reasonable commercial efforts to ensure that the Software, in the form and when provided to you, will be free of any viruses, malware, or other harmful code. For any breach of the foregoing warranty, your sole and exclusive remedy, and Checkbox’s sole obligation, is to provide a replacement copy of the Software promptly upon notice.

13.3 Warranty Disclaimer. Except as expressly set forth in section 13.1 (general warranties) and 13.2 (software warranties), Checkbox and its suppliers expressly disclaim any and all warranties and representations of any kind, including any warranty of non-infringement, title, fitness for a particular purpose, functionality, or merchantability, whether express, implied, or statutory. Checkbox will not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of Checkbox. To the maximum extent permitted by law, neither Checkbox nor any of its third-party suppliers makes any representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of any software or any content therein or generated therewith, or that:

(a) the use of any software will be secure, timely, uninterrupted or error-free;

(b) the software will operate in combination with any other hardware, software, system, or data;

(c) the software (or any products, services, information, or other material purchased or obtained by you through the software) will meet your requirements or expectations);

(d) errors or defects will be corrected; or

(e) except as expressly set forth in section 13.2 (software warranties), the software is free of viruses or other harmful components.

You may have other statutory rights, but the duration of statutorily required warranties, if any, will be limited to the shortest period permitted by law.

‍14. Liability and Indemnities

14.1 General Indemnity. Each party will at all times indemnify the other party from and against any claim or loss arising out of or in any way connected with any proceedings commenced against the other party where such claim or loss which results from:

(a) any fraudulent or unlawful act or omission of the first party or its Personnel; or

(b) any breach of confidentiality obligations by the first party or its Personnel.

14.2 Liability Cap. To the extent permitted by law, each party’s and its suppliers’ aggregate liability to the other arising out of or related to this agreement will not exceed the amount actually paid or payable by you to us under this agreement in the twelve (12) months immediately preceding the claim. Each party’s liability and indemnity under this clause shall be reduced proportionally to the extent that the claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment is contributed to by the acts or omissions of the other Party.

14.3 Liability Waiver. In no event will a Party be liable to the other for any Consequential Loss or any other consequential, indirect, special, incidental or punitive damages, regardless of the form of action, whether in contract, tort, statute or otherwise, even if advised of the possibility of such damages and even if the damages were foreseeable. Checkbox will not be liable to you for any Liability or Claim caused or contributed to by:

(a) a fault or defect in any item of Your Environment; or

(b) any Force Majeure Event.

Nothing in this Agreement operates to limit or exclude liability that cannot be limited or excluded by law, including a Party’s liability for death or personal injury due to such Party’s act or omission resulting from its negligence or a Party’s liability for fraud.

15. Term

15.1 Term. This Agreement is effective as of the Effective Date and continues until expiration of all License Terms, unless terminated earlier under Section 16.

15.2 Automatic Renewal. At least 30 Business Days prior to the expiry of the current License Term, either Party may notify the other that it does not wish for the Term to be renewed and in such event, this Agreement will expire at the end of the then current License Term. If a Party has not given notice pursuant to this clause, all licenses will automatically renew for periods equal to your initial License Term (and you will be charged at the then-current rates). If a Party wishes to vary any of the terms of this Agreement, it must give at least 30 Business Days’ notice prior to the expiry of the current License Term to enable the Parties to meet to discuss any proposed variation.

16. Termination

16.1 Termination for Cause. Either party may terminate this Agreement (including all related Orders) if the other party:

(a) fails to remedy any material breach of this Agreement within thirty (30) days after written notice;

(b) ceases operation without a successor; or

(c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

16.2 Termination for Convenience. You may choose to stop using the Software and terminate this Agreement (including all Orders) at any time for any reason upon written notice to Checkbox, but, upon any such termination

(a) you will not be entitled to a refund of any pre-paid fees; and

(b) if you have not already paid all applicable fees for the then-current License Term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable.

16.3 Effects of Termination for Checkbox. Upon termination of this Agreement, Checkbox will:

(a) immediately stop providing access to the Software and related services;

(b) immediately stop placing orders for supplies or services required in connection with providing access to the Software and related services; and

(c) promptly return to you or destroy all property, including Confidential Information, Intellectual Property and Data in our possession that belongs to you upon written request; and

(d) where you have terminated this Agreement in accordance with Section 16.1 (Termination for Cause), Checkbox will refund you any prepaid Software fees covering the remainder of the then-current License Term after the effective date of termination.

16.3 Effects of Termination for you.

Upon termination of this Agreement, you will immediately:

(a) immediately cease and desist from any use of the Software;

(b) promptly return to Checkbox all property, including Confidential Information and Intellectual Property, in your possession that belongs to Checkbox;

(d) where Checkbox has terminated this Agreement in accordance with Section 16.1 (Termination for Cause), you will pay any unpaid fees covering the remainder of the then-current License Term after the effective date of termination.

16.4 Survival. The expiry or termination of this Agreement for any reason will be without prejudice to any rights or liabilities which have accrued prior to the date of expiry or termination of this Agreement. The following Sections will survive any termination or expiration of this Agreement: 2.2 (Restrictions), 7.3 (Limited Rights on No-Charge Software), 8 (Audit and Monitoring), 9.1 (Payment), 9.2 (Taxes), 10 (Confidentiality), 11 (Intellectual Property Rights), 13.3 (Warranty Disclaimer), 14 (Liability and Indemnities), 16 (Termination), 18 (Dispute Resolution), 20 (Notice), 21 (Force Majeure), 22 (Severability), 23 (Entire Agreement), and 24 (Governing Law and Jurisdiction).

17. Publicity Rights

We may identify you as a Checkbox customer in our promotional materials. You may request that we stop doing so by submitting an email to admin@checkbox.ai at any time. Please note that it may take us up to 30 days to process your request.

18. Dispute Resolution

18.1 Informal Resolution. If a dispute arises out of or in relation to this Agreement, no party may commence court or arbitration proceedings (other than proceedings for urgent interlocutory relief) unless it has complied with this clause. A Party to this Agreement claiming that a dispute has arisen under or in relation to this Agreement must give written notice to the other Party specifying the nature of the dispute. On receipt of that notice by the other Party, the Parties’ representatives must endeavor in good faith to resolve the dispute expeditiously and failing agreement within 20 Business Days of the dispute, either Party, by giving notice to the other, may refer the dispute to the Parties’ Chief Executive Officers or Directors (or their nominees) who, each party must ensure, must cooperate in good faith to resolve the dispute within 20 Business Days of the dispute being referred to them.

18.2 Formal Resolution. If the Chief Executive Officers or Directors (or their nominees) fail to resolve the dispute within 20 Business Days of the dispute being deferred to them, the Parties must, at the written request of either party and within 10 Business Days of receipt of the request, submit to mediation, expert evaluation or determination or similar techniques agreed to by them. If the Parties do not agree within 5 Business Days of receipt of the notice as to the dispute resolution technique and procedures to be adopted, the timetable for all steps in those procedures, and the selection of compensation of the independent person required for such a technique, then the Parties must mediate the dispute in accordance with the Mediation Rules of the Law Society of New South Sales and the President of the Law Society of New South Sales or the President’s nominee will select the mediator and determine the mediator’s remuneration.

19. Changes to this Agreement

19.1 Modifications Generally. We may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an email to the billing or technical contact you designate in the applicable Order, posting on our website, or in the Software itself).

19.2 Paid Licenses. If we modify the Agreement during your License Term, the modified version will be effective upon your next renewal of a License Term. In this case, if you object to the updated Agreement, as your exclusive remedy, you may terminate your affected Orders upon notice to us, and we will refund to you any fees you have pre-paid for use of the affected Software for the terminated portion of the applicable License Term. To exercise this right, you must provide us with notice of your objection and termination within thirty (30) days of us providing notice of the changes. For the avoidance of doubt, any Order is subject to the version of the Agreement in effect at the time of the Order.

19.3 No-Charge Software. You must accept the modifications to this Agreement to continue using the No-Charge Software. If you object to the modifications, your exclusive remedy is to cease using the No-Charge Software.

20. Notices

20.1 Form of notice. A notice or other communication must be in writing in English and may be:

(a) delivered personally;

(b) given by an agent of the sender;

(d) sent by prepaid mail to a Party’s current postal address for notices as set out in the Orders; and/or

(e) sent by email to a Party’s current email for notices as set out in the Orders.

20.2 Receipt of notice. A notice or communication is taken as having been given:

(a) when left at a Party’s current delivery address for notices; or

(b) if mailed within Australia to an Australian address, on the third Business Day after posting; or

(c) if mailed outside of Australia to an Australian postal address or within Australia to an address outside of Australia, on the tenth Business Day after posting; or

(d) if sent by email, when the email is sent to the receiving party at the email address specified in the Orders, unless the sending party receives a notification of delivery failure within 24 hours of the email being sent.

21. Force Majeure

If performance of this Agreement or any obligation under this Agreement is prevented, restricted or interfered with by reasons of Force Majeure, including any event or circumstances beyond the reasonable control of a Party including any fire, lightning strike, flood, earthquake, natural disaster, sabotage, pandemic, nuclear contamination, terrorism, war or civil riot, and the affected party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the affected party invoking this provision shall be suspended to the extent necessary by such event. The affected party shall use reasonable efforts under the circumstances to remove such prevention, restriction or interference or to limit the impact of the event on its performance and must continue to perform with reasonable dispatch when the Force Majeure is removed.

22. Severability

If any provision (or part of it) of the Agreement is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) of this Agreement cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from this Agreement and the remaining provisions (and remaining part of the provision) of the Agreement are valid and enforceable.

23. Entire Agreement

This Agreement supersedes all prior undertakings, arrangements and agreements and constitutes the entire agreement between the parties in relation to the subject matter of this Agreement and there are no conditions, warranties or other terms affecting the agreement between the parties other than those set out in this Agreement.

24. Governing Law and Jurisdiction

This Agreement is governed by the laws of New South Wales and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales.

25. Definitions

Certain capitalized terms are defined in this Section 25, and others are defined contextually in this Agreement.

“Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity.

“App” means an application built using the Software.

“Authorized Users” means the specific individuals for whom you have paid the required fees and whom you designate through the applicable Software. Authorized Users may be your or your Affiliates’ Personnel. Authorized Users also include any External Users that you permit to use the Software, subject to Section 3.3 (External Users).

“Checkbox Policies” means Checkbox’s Acceptable Use Policy, Privacy Policy, Support Policy, and (unless otherwise specified) any other policies or terms referenced in this Agreement.

“Data” means all of the information, documents, content, code, video, images and other data provided by Authorized Users or made available by Authorized Users to the Software, or otherwise accessed by Checkbox in providing the Software.

“Effective Date” means the date which is the earlier of your initial access to or use of the Software; or the effective date of the first Order referencing this Agreement, unless specified otherwise in an Order.

“License Term” means your permitted license term for the Software, as set forth in an Order.

“Order” means Checkbox’s applicable ordering documentation or purchase flow referencing this Agreement. Orders may include purchases of Software licenses, Support, renewals, or purchases to increase or upgrade your Scope of Use.

“Personnel” means employees, representatives, consultants, contractors, agents, or other third parties who are acting for your benefit or on your behalf.

“Scope of Use” means your authorized scope for us for the Software as specified in the applicable Order which may include:

(a) number and type of Authorized Users;

(b) number of Apps available for use;

(d) storage or capacity;

(e) entity, division, business unit, website, field of use; or

(f) other restrictions or billable units.

“Software” means the Checkbox automation and workflow software platform and its variations. Your Order will specify the Software variation that you may use.

“Statement of Work” means a document outlining the nature and scope of the engagement for services from Checkbox.

“Support” means Checkbox’s support services for the Software, as further described in the Checkbox Support Policy. Your level of Support will be specified in your Order.

“Your Environment” means all hardware, software, information technology and telecommunications services and systems, network or any device controlled by you or your Personnel.

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