Terms of Service

M-SQUARE Pty Ltd ACN 151 893 328 of Level 5, 115 Pitt Street, Sydney, Australia (M-SQUARE, we, us, our) provides a range of cloud-based services including an online contract management service made available to you via www.mycontracts.cloud, together with documentation, user instructions and any additional services provided to you (the Service). A summary of the Service is available at www.mycontracts.cloud. These Terms of Service (Terms) are a binding legal agreement between you and M-SQUARE which apply if you are trialling or subscribing to the Service, or if you are visiting our Website. By clicking the "I agree" button, completing the registration process or using the Service you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case "you" or "your" shall refer to such entity. If you do not have such authority, or you do not agree to these Terms, you may not use the Service. If you are agreeing to be bound by these Terms on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind such entity to these Terms. If you do not have such authority, do not use or access the Service. From time to time we may update these Terms. We will notify you of any material changes to these Terms prior to the change by posting a notice of that change on our Website. You acknowledge and agree that your continued access to the Service following such changes signifies your acceptance of our updated Terms and that we are not liable to you or any third party for any modification of these Terms. There are two types of users who access and use the Service: **Subscribers**: Our paid customers, who create an account on the Service, and who are responsible for payment of all fees associated with the use and access to the Service. If you are a Subscriber, your use of the Service is subject to these Terms. **Authorised Users**: Other people that a Subscriber has invited to access and use the Service via the Subscriber's account, such as the Subscriber's employees, consultants, clients and agents. If you are an Authorised User, your use of the Service is also governed by these Terms, and by any additional terms and conditions imposed by the relevant Subscriber. M-SQUARE accepts no liability or responsibility whatsoever for any such additional terms and conditions imposed by the Subscriber. You acknowledge and agree that the Subscriber is solely responsible for the conduct and activities of all of its Authorised Users, including any violations or breaches of these Terms by Authorised Users.

**Subscription** Subject to these Terms, M-SQUARE grants you a worldwide, non-exclusive and non-transferable right to access and use the Service during the term of your subscription in accordance with your Subscription Plan. You acknowledge and agree that: • the Service is made available to you electronically, is accessed only via a web-based interface and is not provided in any physical format; • you (and not M-SQUARE or its third party service providers) are solely responsible for procurement and maintenance of all hardware, software and telecommunications equipment that you use to access the Service; • this is a subscription based service, not a sale, and M-SQUARE retains all rights, title and interest in the Service and reserves all rights not expressly granted under these Terms; • M-SQUARE may modify the Service at any time without prior notice to you, including to add or remove functionality or cease providing any part of the Service; • M-SQUARE reserves the right to limit or deny your access to the Service for any reason, at any time and without prior notice to you; and • you may only use the Service as permitted by law in the jurisdiction in which you are located. **Subscription Plans** When you subscribe to the Service, you will be asked to choose a Subscription Plan. Your Subscription Plan will be a recurring monthly or annual commitment that will automatically renew at the end of each month or each year (as applicable) unless you request that the subscription not be renewed or your account is suspended or cancelled in accordance with these Terms. Your Subscription Plan will permit you to have a certain number of Authorised Users, and may also entitle you to a certain maximum amount of data storage space. If you exceed the maximum number of Authorised Users or the maximum data storage amount specified in your Subscription Plan, you may be charged at the then current applicable rate for additional Authorised Users or data storage space. If you add Authorised Users or exceed your allotted data storage space, additional fees will be calculated from the date they are added or exceeded until the end of your current billing period on a pro-rated basis. We will advise you when you are approaching your Authorised User or storage limit and will keep you informed as to the pricing for exceeding your allowances. **Free Trial** M-SQUARE may, from time to time, offer a free trial of the Service. The free trial includes access to the features of the Service specified by M-SQUARE for the duration stated in your registration email. The free trial begins on the day you submit your registration details to us. You agree that your trial account may be terminated at any time without notice to you if you violate these Terms, or if M-SQUARE determines, in its sole discretion, that you are abusing the free trial.

**Uploading and Storing Your Data** You may upload data, information and content, including personal information about yourself and third parties, to your account on the Service (Your Data). By uploading Your Data to the Service you represent and warrant that you have all necessary rights in Your Data to enter into these Terms and grant the rights in these Terms and you have all necessary consents and permissions required to collect, use and disclose personal information as contemplated in these Terms. M-SQUARE makes no claim of ownership rights in Your Data. M-SQUARE will use, store and maintain Your Data in accordance with its Privacy Policy. The Privacy Policy is incorporated into these Terms by reference and forms part of these Terms. You acknowledge and agree that: • you are responsible for the accuracy, quality, content and legality of Your Data, the means by which you upload Your Data to the Service and your use of such data with the Service; • M-SQUARE does not verify or validate the accuracy or content of Your Data and accepts no responsibility for how you use the Service; • in the absence of specific arrangements between you and M-SQUARE, M-SQUARE has no obligation to continue to store Your Data and may delete, purge or otherwise destroy Your Data in accordance with its back-up retention policy at any time; and • in the event you wish to obtain a copy of Your Data, you may download Your Data via the Service, but it is your responsibility to do so in a timely manner. We strongly recommend that you keep a back-up copy of Your Data at all times. In the event of termination of your subscription to the Service, it is your responsibility to download Your Data before your subscription ceases. You acknowledge and agree that M-SQUARE has no responsibility, obligation or liability to you for any deletion, destruction, loss, corruption or theft of Your Data, whether such deletion, destruction, loss, corruption or theft is a result of your conduct, the conduct of a third party, including an Authorised User, security breach, hardware failure, negligence on the part of M-SQUARE or otherwise. You agree that in no event will M-SQUARE have any liability to you for any such deletion, loss, or corruption of Your Data. Following termination or deactivation of your account with the Service, we may retain Your Data for a commercially reasonable time for backup, archival, or audit purposes, however we are under no obligation to do so. If you or an Authorised User deletes, purges or otherwise destroys Your Data within the Service, we will make reasonable efforts to ensure that Your Data is permanently deleted. When you update Your Data, we may keep a backup copy of the prior version(s) for a commercially reasonable period of time to enable reversion to the prior version of that information. **Your Use of Your Data** Where Your Data contains personal information, you must comply with your obligations under the Privacy Act 1988 (Cth) (Privacy Act) and must not do anything which may cause M-SQUARE to breach the Privacy Act or any other applicable law, and you indemnify M-SQUARE for any failure by you to comply with your obligations under the Privacy Act. In using the Service, you agree that you will not upload or transmit any communications or content of any type that infringe or violate any rights of any party.

M-SQUARE may collect, use and disclose personal information about you in accordance with its Privacy Policy, which is incorporated by reference as an integral part of these Terms. The Privacy Policy governs our data collection practices and describes how we use, disclose and store personal information that we collect via the Service and the Website, and the rights you have in relation to your personal information. By agreeing to these Terms, you are consenting to the collection, use and disclosure of your personal information as described in the Privacy Policy.

M-SQUARE is committed to appropriately protecting Your Data from unauthorised use and disclosure. In using the Service, you agree that M-SQUARE will: • take reasonable physical, technical and organisational security measures to protect Your Data; • store and maintain Your Data in secure facilities in Australia, and in secure cloud data centers operated by trusted Third Party Providers; • ensure that all M-SQUARE employees and contractors who have access to Your Data are bound by appropriate obligations of confidentiality; • provide or procure such levels of security as are appropriate to the risk represented by our processing of Your Data and to the nature of the data we process on your behalf; and • implement and maintain reasonable security technologies and procedures to protect the Service and Your Data from unauthorised access or use. Although we implement and maintain reasonable security measures, we cannot and do not warrant the security of Your Data. You agree that you are responsible for the security and confidentiality of the login credentials (username and password) issued to you by M-SQUARE which enable you to access and use the Service and you are solely responsible for any access to, or use of, the Service by you, or anyone using your login credentials. We are not responsible for what people do with Your Data once they have accessed it via the Service with valid login credentials, including where a third party has access to the Service using your login credentials either with or without your permission. We are not liable for damage or loss of Your Data resulting from your failure to comply with your obligations set out in these Terms, including your obligation to ensure the security of your login credentials. If you become aware that there is a lost, stolen or otherwise compromised password you must immediately notify M-SQUARE by emailing support@mycontracts.cloud. If you believe there has been any unauthorised access to the Service or unauthorised use of your password, you must immediately notify M-SQUARE by emailing support@mycontracts.cloud.

M-SQUARE may engage third parties to provide certain services in connection with the Service (Third Party Providers). These services may include, but are not limited to: cloud hosting services, backup and storage services, email communication services and payment processing. Your Data may be transmitted to Third Party Providers for the purposes of enabling M-SQUARE to provide the Service to you. Third Party Providers have their own terms and conditions and policies in place which govern how they will store and handle Your Data. M-SQUARE will use reasonable endeavours to ensure that its contractual arrangements with Third Party Providers do not conflict with these Terms, however in the event of a conflict between these Terms and a Third Party Provider's terms and conditions or policies, these Terms will prevail to the extent of any inconsistency.

**Ownership** All title and intellectual property rights in the Service, the Website, and the technology used to provide the Service (including all software, designs, text, graphics, pictures, sound, video, information, applications, data, source code, object code, other files and their arrangement on the Service or the Website), belong to M-SQUARE or its licensors. All rights are reserved, and nothing in these Terms grants you any rights in respect of any intellectual property owned by or licensed to M-SQUARE. **Feedback** If you decide to provide feedback, ideas or suggestions to M-SQUARE about the Service or the Website (Feedback), you grant M-SQUARE an exclusive, royalty-free, perpetual and irrevocable right to use, distribute, reproduce and commercialise that Feedback without any attribution or compensation to you. To the maximum extent permitted by law, you waive all moral rights you may have in the Feedback. **Open Source Components** Notwithstanding the foregoing, some software components of the Service may be subject to open source licenses under which M-SQUARE received the software. Where such licenses require, the terms of those licenses will govern instead of these Terms in relation to those specific components, and we will make those terms available to you on request.

Each party agrees to keep confidential all information (whether written or oral) relating to the business and affairs of the other party provided to it under these Terms. Each party will only use such information for the purposes of these Terms and will not disclose it to a third party without the prior written consent of the other party unless required by law. M-SQUARE may identify you as a customer of M-SQUARE and may use your name and logo on our Website and in our marketing material, unless you advise us in writing that you object to such use.

You acknowledge and agree that to the maximum extent permitted by law: • the Service is provided to you strictly on an "as is" and "as available" basis; • access to the Service may not be uninterrupted or free of errors or defects, the Service may not be secure and may be subject to delays, failures and problems inherent in the use of the internet and electronic communications, and M-SQUARE is not responsible for any delays, delivery failures or other damage or loss resulting from such problems; • M-SQUARE does not warrant or represent that the Service will meet your specific requirements, that use of the Service will be fit for purpose or suitable for any particular use, or that any defects will be corrected; • M-SQUARE does not make any warranties or representations as to the accuracy or completeness of Your Data or other content displayed on or accessible via the Service; • M-SQUARE excludes all express and implied warranties, including implied warranties or merchantability, fitness for a particular purpose and non-infringement; • the Service may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications, including that equipment used by you or Third Party Providers may be faulty or not work properly or not be properly configured, and M-SQUARE is not responsible for any delays, failures or other damage or loss resulting from such problems; and • M-SQUARE is not responsible for the conduct of any Subscriber or Authorised User (whether online or offline), or for any views or opinions expressed by any Subscriber or Authorised User via the Service or the Website. M-SQUARE is not liable or responsible for any content a Subscriber or Authorised User chooses to transmit via the Service.

To the maximum extent permitted by law, in no event shall M-SQUARE or its Related Entities or Third Party Providers be liable for any direct, indirect, punitive, incidental, special or consequential damages or for any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with these Terms, the Service or the Website. To the maximum extent permitted by law, in no event shall M-SQUARE or any Related Entities or Third Party Providers have any liability arising from or relating to your use of or inability to use the Service or the Website, or any of Your Data, regardless of the form of action (whether in contract, tort (including negligence), statute or otherwise) and even if M-SQUARE has been advised of the possibility of such damages. In the event that the Competition and Consumer Act 2010 (Cth), or other legislation implies any condition or warranty in relation to these Terms and that legislation prohibits us from excluding or modifying the application of such condition or warranty, that condition or warranty will be deemed to be included in these Terms. Our liability for any breach of such a non-excludable condition or warranty is limited to the supply of the services again, or payment of the cost of having the services supplied again. Notwithstanding the above, nothing in these Terms excludes, restricts or modifies the application of any provision, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other statute, where to do so would contravene that statute or cause any part of this clause to be void. The maximum aggregate liability of M-SQUARE and its Related Entities and Third Party Providers to you for all claims relating to these Terms, the Service or the Website is limited to the amount you have paid M-SQUARE for your use of the Service in the 12 months preceding your claim, up to a maximum of AUD$1,000.00. You indemnify M-SQUARE and its Related Entities and Third Party Providers against all damages, losses, costs and expenses suffered or incurred by M-SQUARE or any Related Entity or Third Party Provider arising out of: • your breach of these Terms; • your violation of any law or the rights of a third party; • your use of the Service; or • any unauthorised, improper or unlawful use of Your Data or any breach by you of your obligation to comply with the Privacy Act.

Subscriptions and these Terms continue until they are terminated in accordance with these Terms. **Termination by you** You may terminate your subscription to the Service and these Terms at any time. If you terminate your subscription to the Service, you remain liable for all charges that have been incurred through the date of termination. **Termination by M-SQUARE** M-SQUARE may terminate your subscription to the Service, or suspend your access to the Service, at any time and without notice in the event that: • you have breached these Terms; or • M-SQUARE reasonably believes you have engaged in conduct that violates applicable laws or may harm or cause loss to other users, third parties or M-SQUARE; or • you have not paid the applicable fees for the Service on time; or • you have not accessed the Service for 6 months or more. M-SQUARE may also terminate the Service completely, or terminate these Terms, by providing not less than 30 days notice to you. **Consequences of Termination** After termination of your subscription, your right to use the Service will immediately stop. You will not be entitled to any refunds of any fees or any other amounts paid by you to M-SQUARE if your subscription is terminated by you or by M-SQUARE. Following termination or deactivation of your account, M-SQUARE may permanently delete Your Data in accordance with its back-up retention policy. M-SQUARE has no obligation to maintain or provide you with copies of Your Data, and M-SQUARE disclaims any liability for deletion, purging or destruction of Your Data following termination or deactivation of your account. Any provisions of these Terms which by their nature are intended to survive termination (including, without limitation, provisions relating to intellectual property, indemnity, limitation of liability and confidentiality) shall remain in effect after termination of these Terms.

The Service may be subject to Australian and international export laws and regulations. You agree to comply with all applicable laws and regulations and you will not remove, export, or allow the export or re-export of the Service or anything related to the Service in violation of any restrictions, laws or regulations of the relevant agencies and authorities. By using the Service, you represent and warrant that you are not on any Australian or international list of prohibited or restricted parties or located in (or a national of) a country that is subject to an Australian or international government embargo or that has been designated by the Australian government as a terrorist-supporting country.

If you are located in the United States of America and there is a dispute, you and M-SQUARE agree to an arbitration before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will be held in New South Wales, Australia unless we agree otherwise. Each party will bear its own costs and expenses arising from the arbitration and will equally split the arbitrator's fees. **No Class Actions** Where permitted under the applicable law, you and M-SQUARE agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any class or representative action. Unless both you and M-SQUARE agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding.

**Entire Agreement** These Terms and any other terms which are incorporated by reference into these Terms constitute the entire agreement between the parties concerning the subject matter of these Terms and supersede all prior or contemporaneous representations, discussions, negotiations and agreements between the parties, whether written or oral. **Definitions** Capitalised terms not defined in these Terms are defined in the Privacy Policy. Related Entities means, in relation to an entity, any subsidiary, holding entity or entity that is a subsidiary of a holding entity of the first entity. **Severability** If any part of these Terms is held to be invalid or unenforceable under any applicable statute or rule of law then that part will be deemed omitted, and the remainder of these Terms will continue to be valid and enforceable. **Waiver** A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver. **Relationship between the parties** Nothing in these Terms creates a partnership, joint venture, employment, agency or fiduciary relationship between the parties. **Assignment** You are not permitted to assign these Terms without the prior written consent of M-SQUARE. M-SQUARE may assign these Terms or any of its rights or obligations under these Terms without your consent. **Amendment** M-SQUARE may from time to time change these Terms without notice to you, and your continued use of the Service signifies your acceptance of any amended Terms. **Governing law and jurisdiction** These Terms and any dispute arising out of or in connection with these Terms or the Service are governed by the laws of New South Wales, Australia and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia. Last updated: 7 December 2020