SAAS LICENCE AGREEMENT

Terms and Conditions of Licence

Warning: Permission to use the software as a service application and modules known as Raindrop (the SaaS) is subject to, and conditional on you (the Licensee), your employees, sub-contractors and agents who have access to the SaaS (Personnel) agreeing to the following terms and conditions of use (Licence or Agreement). The owner of the Raindrop SaaS and licensor of the Licence is Retja Pty Ltd (ACN 667 503 200) (Company).

You must not install, run or use the SaaS (or any component or program contained within the SaaS) until you have read and accepted all the terms and conditions of this Licence. Any installation, copying, registration or use of this SaaS (or any part thereof) in any way, will be deemed to be your acceptance of the following terms and conditions of the Licence which will be binding on you. If you do not wish to accept these terms and conditions, you must remove all installation(s) of the SaaS and delete all files associated with the SaaS.

1. LICENCE

(a) This Licence commences from the date the Licensee executes this Licence and continues until Terminated (Term).

(b) The Licensee is granted the Licence on a non-exclusive, non-transferable, non-sub-licensable licence during the Term.

(c) The maximum number of Personnel permitted to access or utilise the SaaS is as specified under the applicable product package, which may be selected in the licence portal of the SaaS (Licence Portal).

2. ADDITIONAL LICENCE

(a) This Licence only applies to the SaaS. Any additional or accompanying third-party SaaS (Additional SaaS) which is used in conjunction with or in addition to, the SaaS may require separate licences (Additional Licences).

(b) The Company is not liable for the provision of any Additional SaaS or any other SaaS which may be utilised in conjunction with or in addition to this SaaS.

(c) It is the sole responsibility of the Licensee to ensure that any Additional Licences required for Additional SaaS is obtained prior to using Additional SaaS. The Company is not responsible for obtaining Additional Licences required to run, install or use any Additional SaaS.

(d) The Licensee’s use of Additional SaaS is governed by Additional Licences and not by this Licence.

3. DOCUMENTATION

This Licence extends to any enclosed or related documentation, including any user guides and/or instruction manuals (Documentation). The Documentation must not be copied, modified or used in any way unless expressly authorised by this Licence.

4. LIMITED LICENCE

This Licence is a licence to use the SaaS and does not grant the Licensee any rights to use, modify or transfer the SaaS in any way other than as specified in this Licence. The SaaS, and all associated materials continue to remain the property of the Company.

5. LICENCE FEE

Except as otherwise permitted by the Company, the grant of this Licence and any right to use the SaaS is subject to the continued monthly or yearly (whichever applicable) payment in advance of the licence fee as set out in the Licence Portal (Licence Fee).

6. LICENSEE’S OBLIGATIONS

(a) By using the SaaS, the Licensee agrees to comply with the terms and conditions of this Licence.

(b) The Licensee must:

(i) supervise and control the use of the SaaS in accordance with the terms and conditions of this Licence;

(ii) ensure its Personnel who have been validly authorised with access to the SaaS are made aware of the terms and conditions of this Licence;

(iii) only use the SaaS within the country where it was originally delivered; and

(iv) provide an equivalent level of support and maintenance of their operational systems such as, but not limited to, maintaining their application programming interfaces, system availability, support resources and any other activities that may directly or indirectly impact the Company’s ability to maintain the SaaS, where applicable.

(v) keep the Company properly informed of any relevant changes promptly, to enable the Company to maintain the SaaS;

(vi) notify the Company of any issues or defects, or potential issues or defects, associated with their systems that will have an impact on the Company’s ability to meet any requirements in relation to the SaaS; and

(vii) ensure that any Additional Licenses (as set out in clause 2) required for Additional SaaS are obtained prior to using the SaaS.

(i) use, copy, reproduce, translate, alter, adapt, vary, modify, transfer, sublicense, rent, lease, convey, distribute or redistribute, translate, convert to any other programming language, reverse engineer, decompile or disassemble, reformat or alter the SaaS or any portion of the SaaS;

(ii) make any derivative works from the SaaS;

(iii) sell, sublicense, assign, distribute or allow any other party to use the SaaS, where that party is not licensed by this Agreement to use the SaaS; or

(iv) provide or otherwise make available the SaaS in any form to any person other than the Licensee’s Personnel who have been validly authorised with access to the SaaS;

(d) Neither the Licensee nor anyone having access to the SaaS may do, or attempt to do, any of the following:

(i) use the SaaS in a fraudulent manner;

(ii) access areas of the SaaS which you are not authorised to access;

(iii) alter or tamper with any part of the SaaS except as expressly authorised;

(iv) use any automated means or interface in relation to the SaaS, including without limitation, tracking, robots, spiders or similar technological devices or programs not provided by the Company to access the SaaS, or to extract data for whatever reason;

(v) reverse engineer any aspect of the SaaS, or do anything to discover the source code, or to circumvent measures put in place by the Company to prevent or limit access to any area of the SaaS; or

(vi) send viruses, or any computer code, file or program to the SaaS which is designed to, or has the effect of destroying, interrupting or limiting the functionality of the SaaS or any other Computer hardware, or other telecommunications equipment.

(e) The Company reserves the right to take any action the Company deem necessary to detect, identify, prevent, stop or remove any conduct which, in the Company’s opinion, constitutes a prohibited use under this clause 6. This includes, without limitation, the right to immediately and without notice terminate this Agreement under clause 20.

7. SAAS UPDATES

(a) During the Term, the Licensee will be provided with any updates to the SaaS, when and as available at the exclusive option of the Company (SaaS Update). This is at the sole discretion of the Company and updates cannot be guaranteed.

(b) The Licensee acknowledges and agrees that the Company does not guarantee:

(i) the availability or frequency of any SaaS Updates; or

(ii) the availability of staff or the timeliness of any response to any request for support or advice from the Licensee.

8. SAAS DISCLAIMER

(a) The Licensee acknowledges that the SaaS (including any SaaS Updates) cannot be guaranteed to be error-free and further acknowledges that the existence of any such errors will not constitute a breach of this Licence.

(b) This Disclaimer may not apply in jurisdictions in which limitations on or exclusions of warranties or liabilities are not permitted by law. To the full extent permitted by law in such jurisdictions, the Company’s liability for any warranty or condition is limited, at the sole discretion and choice of the Company, to one or more of the following:

(i) the replacement of goods to which the breach relates or the supply of equivalent goods or services;

(ii) the repair of such goods or services;

(iii) the payment of the cost of replacing or acquiring equivalent goods or services; or

(iv) the payment of the cost of having the goods or services repaired.

9. REPORT AND DATA DISCLAIMER

The Licensee acknowledges and agrees that the following disclaimer (whether or not visible, displayed or attached) applies to any information, document, data file or report supplied to the Licensee by the Company that is to be used in conjunction with, made available and/or viewed through or with the SaaS:

The Licensee (and its Personnel) as the recipient or user of the information contained in this document, data file or report are subject to the following:

(a) The Company does not warrant that the information contained in any document, or data file (and any advice, opinions or information supplied by the Company as part of its supply of this document or data file) will be fit for any particular purpose of the Licensee, generally or at all.

(b) The Licensee acknowledges and agrees that the Licensee is solely responsible for the use of the SaaS and any SaaS Update by the Licensee or any of its Personnel.

(c) The Licensee acknowledges and agrees that it is solely responsible for any decisions or actions taken based on the use of the SaaS. The Company does not accept any liability for loss or damage arising from or in connection with the use of the SaaS, including but not limited to decisions based on any perceived advice or information provided by the SaaS.

(d) The Licensee hereby indemnifies the Company and its employees, agents, contractors and consultants against any actions, suits, claims, demands, proceedings, losses, damages, charges and expenses arising out of decisions or actions of the Licensee (or its Personnel).

(e) To the extent applicable law permits, the Company will have no liability to the Licensee or any other person or entity for any direct, indirect, incidental, special, or consequential loss or damages whatsoever (including for lost revenue or profits, loss of business, loss of goodwill or reputation, or loss of data), even where the Company has been advised of the possibility of such loss or damage, or where such loss or damage may be foreseeable.

(f) Where applicable law does not permit such exclusion of liability, the liability of the Company (in any class or for any formulation of liability whatsoever, including for any tort) will be limited to the amount the Licensee has paid for the relevant SaaS in the preceding two (2) years.

10. WARRANTIES

(a) Without limiting the disclaimers in clauses 8 and 9, the Company warrants that the SaaS will in all material respects perform in accordance with the Documentation supplied.

(b) The Company will replace any defective SaaS at no charge, subject to notification of the said defect within ninety (90) days of the date of the commencement of this Licence.

(d) The Licensee and the Company agree that no warranties, express or implied, are provided by the Company to the Licensee with respect to the SaaS other than the warranties specified at clause 10 of this Agreement and those expressly imposed by any law.

(e) The Company does not warrant or represent that the functions contained in the SaaS or Documentation will meet the Licensee’s requirements, unless the Licensee makes their requirements known in writing to the Company by providing sufficient detail prior to, or at the time of, an order being placed. The Company may decline any order at the time of receipt where it considers it may not be able to meet the Licensee’s requirements.

11. LIMITED LIABILITY

(a) The Company will not be liable for any indirect or consequential damages (including for loss of profits or data) arising out of:

(i) a breach of this Licence;

(ii) the supply of defective SaaS, including any SaaS Updates; or

(iii) subject to clause 10(e) the SaaS and or Documentation failing to meet the Licensee’s requirements (including in the case of negligence and even if they have been, or are later, advised of the possibility of such damages).

(b) The Company is not liable for any damages or harm caused by any third-party Additional SaaS which is used in conjunction with the SaaS.

(c) The Licensee acknowledges that it has exercised its independent judgment in agreeing to the Licence and has not relied on:

(i) any representation made by the Company which has not been stated expressly in this Agreement; or

(ii) any descriptions or illustrations or specifications contained in any document including catalogues or publicity material produced by the Company.

12. INDEMNITY

The Licensee agrees to indemnify the Company fully against all liabilities, costs and expenses (including legal costs on a full indemnity basis) which the Company may incur as a result of:

(a) the breach by the Licensee or any of its Personnel, of any provision of this Agreement; and

(b) any claims made against the Company by any third party with respect to the use by the Licensee of any Additional SaaS or other intellectual property used in conjunction with the Licence.

13. COPYRIGHT AND INTELLECTUAL PROPERTY

(a) For the purposes of this clause 13, all references to SaaS includes any SaaS Updates.

(b) The Licensee acknowledges that the SaaS and all Documentation associated with the SaaS consists of proprietary information owned by the Company, which is protected by Australian and international intellectual property laws. Specifically the SaaS is the subject of copyright. The Licensee will not during or any time after the expiry or termination of this Licence permit any act which infringes that copyright and, without limiting the generality of the foregoing, the Licensee specifically acknowledges that it may not copy any component or program contained within the SaaS (or any part thereof) except as otherwise expressly authorised by this Licence.

(c) Title to, ownership of, and all proprietary rights in, the SaaS is reserved to and will at all times remain with the Company. Any derivative code created by the Licensee (or any of its Personnel) automatically vests in the Company upon creation and the Licensee will do all things necessary including signing any further agreement(s) to perfect this title.

(d) The Licensee warrants that, for the purposes of clause 13(c), any Personnel it engages has assigned copyright to the Licensee to permit such vesting.

(e) The Licensee agrees to take all reasonable steps to safeguard the secrecy of the SaaS and information concerning it, and to prevent the unauthorised disclosure thereof.

(f) The Documentation must not be copied under any circumstances. Additional copies of the Documentation may be requested from the Company.

14. PRIVACY

The Licensee agrees with respect to all information made available or provided by the Company at any time in connection with the performance of this Agreement which comprises personal information with the meaning of the Privacy Act 1988 (Cth) (Privacy Act) or any similar legislation applicable from time to time in Australia or elsewhere:

(a) to comply with and ensure compliance with those provisions of the Privacy Act concerning the security, use and disclosure of information which affects the use of the SaaS;

(b) to comply with the Company’s privacy policy;

(c) to implement appropriate security measures to ensure that personal information held in connection with this Agreement is protected against loss and against unauthorised access, use, modification, disclosure or other misuse; and

(d) to refrain from transmitting personal information to a jurisdiction outside Australia without the prior express written consent of the Company.

15. DATA SECURITY

If so specified by the Company, the Licensee will:

(a) refrain from transmitting the SaaS or Documentation outside of Australia without the Company’s prior written consent;

(b) apply a specified level of security and encryption to the SaaS and Documentation;

(d) notify the Company immediately in the event of any security incident or breach, and implement any reasonable directives provided by the Company as a consequence.

16. TECHNICAL REQUIREMENTS

(a) The Licensee acknowledges that the SaaS is a browser-based platform and that over time upgrades will be required to update the SaaS capabilities with functionality that utilises the latest browser technology.

(b) The Licensee agrees that it will conform with such technical requirements as published by the Company, for access of its Licences in order to maximise the usability of the SaaS over time.

17. NO RELIANCE

Each party acknowledges that in entering into this Agreement it has not relied on any representations or warranties about its subject matter except as expressly provided by the written terms of this Agreement.

18. CONFIDIENTIALITY

(a) Each party shall keep the terms of this Agreement confidential unless the other party otherwise agrees in writing to the release of such information.

(b) To the extent that any party makes available to the other non-public information designated in writing as confidential, the party receiving such information agrees that it will use such information solely for the purposes contemplated by this Agreement and will not disclose any such information without the written consent of the other party except to its Personnel and professional advisers who have agreed to keep the information confidential.

(i) is or becomes available to the public generally other than as a result of a breach of confidentiality obligations; or

(ii) is required to be disclosed by law or by any regulatory, governmental or other competent agency or authority in any jurisdiction or pursuant to any legal proceedings or the rules of a recognized stock exchange.

(d) The confidentiality obligations under this clause will survive the termination of this Agreement.

19. ACCESS RIGHTS

(a) The Licensee must, upon reasonable notice, permit the Company’s auditors or other professional representatives’ access to the Licensee’s premises, books, records, documents, equipment and other property relevant to the performance of this Agreement.

(b) Such access includes, but is not limited to, access for the purpose of liaison, reporting and inspection and for verification of compliance by the Licensee with its obligations under this Agreement and its likely capacity to continue to comply with its obligations in the future. Without limiting the foregoing, such audits may include, but need not be limited to:

(i) security and administration practices and facilities;

(ii) quality assurance practices; and

(iii) such other investigations as are necessary to determine whether the Licensee has complied with the Company’s security standards.

20. TERMINATION OF LICENCE

(a) This Licence may, at the Company’s election, be terminated immediately if:

(i) the Licensee breaches any term of this Licence; or

(ii) the Licensee has not made payment of the licence fees prior to the beginning of the relevant period as set out in the Licence Portal.

(b) This Licence may be terminated by either party, providing notice in writing to the other party at least twenty-eight (28) days prior to the end of the next billing period in accordance with that selected in the Licence Portal.

(c) Upon termination, the Licensee and its Personnel will remove any installations of the SaaS and delete all files and programs associated with the SaaS and destroy any remaining copies of the SaaS and all Documentation, return or dispose of such material in the manner directed by the Company.

(d) Termination pursuant to this clause will not affect any rights or remedies which the Company may have otherwise under this Licence or at law.

21. ASSIGMENT

The benefit of this Agreement will not be dealt with in any way by the Licensee (whether by assignment, sub-licensing or otherwise) without the Company’s prior written consent.

22. WAIVER

The failure by the Company to enforce any provisions of this Agreement in the event of a breach of this Agreement will not be construed as a waiver of its rights including in relation to subsequent enforcement of rights in the event of future breaches.

23. SEVERABILITY

Should any portion of this Agreement be held to be void or unenforceable, the remaining provisions will remain in full force and effect.

24. VARIATION

This Agreement may not be amended or altered except by a writing signed by the Company and Licensee.

25. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Company and the Licensee concerning the subject matter of this Agreement and supersedes all previous agreements and understandings.

26. GOVERNING LAW

This Agreement is governed by and construed according to the laws of the Northern Territory and the Licensee agrees to submit to the exclusive jurisdiction of the Courts of the Northern Territory.

27. NON-ADVISORY NATURE OF SERVICE

(a) The SaaS is designed to provide a platform for organising and visualising insurance policies and insurance data for better business management purposes only.

(b) The Licensee acknowledges and agrees that the SaaS cannot be relied upon by the Licensee as a basis for making financial or insurance decisions.

(c) No attempt has been made by the Company to independently verify information provided by the SaaS. The Licensee acknowledges and agrees that any information or data provided to the Licensee in connection with use of the SaaS is not, and cannot be construed as and does not constitute, financial product advice, investment advice, insurance advice or any recommendation.

(d) The Licensee acknowledges and agrees that any information or data provided to the Licensee in connection with its use of the SaaS does not take into account the Licensee’s particular insurance objectives, financial situation or needs, or those of any other person.

(e) The Licensee agrees that it must make its own assessment of any insurance policy or insurance requirements and obtain separate legal, financial, tax and other relevant advice.

No AFSL Representation: Unless otherwise notified, the Company does not hold an Australian Financial Services Licence (AFSL) and is not an authorised representative of any AFSL holder and as such is not regulated under the financial services laws to provide financial (including insurance) product advice.