WHATFIX SOFTWARE AS A SERVICE AGREEMENT

This Software as a Service Agreement (“SaaS Agreement” or “Agreement”) is entered into between Whatfix
Pty Ltd (ACN 634 287 139) (ABN 49 634 287 139) and its affiliates (“Whatfix”), with its principal place of
business at Level 33 101 Collins Street Melbourne Vic 3000 Australia and __________(insert name of the
Company) with its principal place of business at _________(insert address of the Company) (“Customer”) on
___________, 2020 (“Effective Date”). Whatfix and Customer agree that the following terms and conditions
will apply to the services provided under this Agreement and Orders placed thereunder.

1. DEFINITIONS

1.1. “Platform User” means each Customer employee designated by Customer to serve as user of the Whatfix
SaaS platform on Customer’s behalf. Each Platform User must complete training and qualification
requirements reasonably requested by Whatfix.
1.2. “Affiliate” means, in relation to a Party, such Party’s holding companies and the direct or indirect
subsidiaries of such holding companies from time to time
1.3. “Application” shall mean any software used by the Customer for its internal purposes.
1.4. “Customer Content” means all data and materials created or provided by Platform User to Whatfix for
use in connection with the SaaS Services, including, without limitation, flows, text snippets, images, and
videos.
1.5. “Documentation” means the user guides, online help, release notes, training materials and other
documentation provided or made available by Whatfix to Customer regarding the use or operation of the
SaaS Services.
1.6. “End User(s)” means an individual that uses the Customer Application & interacts with Whatfix widgets
overlays & content on top of the Application and includes Platform user.
1.7. “End User Data” means any data or information of any End User that is provided to or obtained by any
Party in the performance of its obligations under this Agreement, including but not limited to, all lists of
End Users, former End Users, and all information relating to and identified with such End Users.
1.8. “GDPR” means the EU General Data Protection Regulation (EU) 2016/279 and Privacy Act 1988, means
the Australian Privacy law.
1.9. “Intellectual Property Rights” means all (i) copyrights (including, without limitation, the right to
reproduce, distribute copies of, display and perform the copyrighted work and to prepare derivative works),
copyright registrations and applications, trademark rights (including, without limitation, registrations and
applications), patent rights, trade names, mask-work rights, trade secrets, moral rights, author’s rights,
privacy rights, publicity rights, algorithms, rights in packaging, goodwill and other proprietary rights, and
all renewals and extensions thereof, regardless of whether any of such rights arise under the laws of the
Australia or any other state, country or jurisdiction; (ii) intangible legal rights or interests evidenced by or
embodied in any idea, design, concept, technique, invention, discovery, enhancement or improvement,
regardless of patentability, but including patents, patent applications, trade secrets, and know-how; and (iii)
all derivatives of any of the foregoing.
1.10. “Order Form” shall mean the Order Form executed by Whatfix and Customer, defining the scope of
Customer’s subscription plan for use and access of the Software.
1.11. “Personal Data” means data relating to a living individual who is or can be identified either from the data
or from the data in conjunction with other information that is in, or is likely to come into, the possession of
the data controller
1.12. “Professional Services” means consulting, implementation or other services that may be provided by
Whatfix to Customer hereunder and that may involve analysis, development, technical support, integration,
and training, as set forth in more detail in the SOW or Order Form.
1.13. “Software” means the object code version of the Digital Adoption Platform (DAP) software to which
Customer is provided access as part of the Service, including any updates or new versions under the brand
name “Whatfix”
1.14. “SaaS Services” means the cloud-based Software as made available by Whatfix to Customer hereunder in
a hosted, software-as-a-service format, and including all upgrades, updates and patches to the SaaS
Services that Whatfix makes available for general release at no additional charge to its Customers.
1.15. “Support Services” means the technical support services for the SaaS Services available at
[Link] (“Support Terms”).

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1.16. “Subscription Term” shall mean that period specified in the applicable Order Form during which
Customer will have on-line access and use of the Software through Whatfix’s SaaS Services.
1.17. “Subscription Fees” or “Fees” shall mean the amounts as mentioned in the applicable Order Form.
1.18. “Flows” Whatfix Flow or “Walkthroughs” are a series of steps that help users learn an objective or
complete a task through a series of step-by-step actions. These steps display as a layer over your web
application.

2. SAAS SERVICES

2.1 During the Subscription Term, Customer will receive a non-exclusive, non-assignable, non-sublicensable,
royalty free, worldwide right to access and use the SaaS Services solely for its internal business operations
subject to the terms of this Agreement and up to the number of application users documented in the Order
Form.

2.2 Whatfix will provide Customer with Support Services with respect to the SaaS Services so long as Customer
has paid all outstanding Subscription Fees at the time such Support Services are required.

2.3 Customer acknowledges that this Agreement is a services agreement and Whatfix will not be delivering
copies of the Software to Customer as part of the SaaS Services. In case of a self-hosted deployment,
Whatfix will provide the Customer the capability to host the Customer Content and the SaaS service on the
Customer’s servers.

2.4 Whatfix shall work with the Customer and provide the onboarding and training assistance for the creation of
Flows and Customer Content for the SaaS services to be availed by the Customer.

3. PROFESSIONAL SERVICES

The Professional Services shall be provided in accordance to the Statement of Work (“SOW”) or the Order
Form executed by the Customer , if applicable and shall be provided remotely (and not at Customer’s premises),
unless otherwise agreed in writing between the Parties in the SOW or Order Form.

4. RESTRICTIONS

Customer shall not, and shall not permit anyone to: (i) copy or republish the SaaS Services or Software, (ii)
make the SaaS Services available to any person other than End User, (iii) use or access the SaaS Services to
provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create
derivative works based upon the SaaS Services or Documentation or copy, modify, transmit, distribute, frame or
mirror any of the Software in any form or media or by any means, (v) remove, modify or obscure any copyright,
trademark or other proprietary notices contained in the Software used to provide the SaaS Services or in the
Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of
the Software used to provide the SaaS Services, except and only to the extent such activity is expressly
permitted by applicable law, (vii) license, sell, resell, transfer, rent, lease, distribute, exploit or otherwise make
the SaaS Services or Software available to anyone other than the End Users or (viii) access the SaaS Services or
use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses
granted herein, Whatfix shall own all right, title and interest in and to the Software, Services, Documentation,
and other deliverables provided under this SaaS Agreement, including all modifications, improvements,
upgrades, derivative works and feedback related thereto and Intellectual Property Rights therein. Customer
agrees to assign all right, title and interest it may have in the foregoing to Whatfix.

5. CUSTOMER RESPONSIBILITIES

5.1 Assistance: Customer shall provide commercially reasonable information and assistance to Whatfix to
enable Whatfix to deliver the SaaS Services. Upon request from Whatfix, Customer shall promptly
deliver Customer Content to Whatfix in an electronic file format specified and accessible by Whatfix and
provide access to training/development environment of the Application, Customer shall make necessary
connections with business/technical teams and shall explain business objectives and process to Whatfix.

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 Customer acknowledges that Whatfix’s ability to deliver the SaaS Services in the manner provided in this
SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance

5.2 Compliance with Laws: Customer shall comply with all applicable local, state, national and foreign laws
in connection with its use of the SaaS Services, including those laws related to data privacy, international
communications, and the transmission of technical or personal data. Customer acknowledges that Whatfix
exercises no control over the content of the information transmitted by Customer or the End User through
the SaaS Services. Customer shall not upload, post, reproduce or distribute any information, software or
other material protected by copyright, privacy rights, or any other intellectual property right without first
obtaining the permission of the owner of such rights.

5.3 Platform Access: Customer shall be solely responsible for the acts and omissions of its Platform Users.
Whatfix shall not be liable for any loss of data or functionality caused directly or indirectly by the Platform
Users.

5.4 Customer Content: Customer is solely responsible for collecting, inputting and updating all Customer
Content stored on the Software, and for ensuring that the Customer Content does not (i) include anything
that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other
intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing,
offensive or malicious. Customer shall: (i) notify Whatfix immediately of any unauthorized use of any
password or user id or any other known or suspected breach of security, (ii) report to Whatfix immediately
and use reasonable efforts to stop any unauthorized use of the Service that is known or suspected by
Customer or any End User and (iii) not provide false identity information to gain access to or use the
Service. Customer owns and shall retain all right title and interest in and to the Customer Content which is
(i) provided by Customer to Whatfix for the purpose of the provision of the Service and/or the Professional
Services; (ii) created by Customer using the Service; and/or (iii) to the extent applicable, created by
Whatfix specifically for Customer under the provision of Professional Services, and which incorporates or
is based on Customer’s copyrighted work and/or Customer’s Confidential Information. Customer Content
specifically excludes Content provided by Whatfix which does not use Customer Content, the Software’
“look and feel”, and Whatfix’s Confidential Information and Intellectual Property.

5.5 License from Customer: Subject to the terms and conditions of this SaaS Agreement, Customer shall
grant to Whatfix a limited, non-exclusive and non-transferable license, to copy, store, configure, perform,
display and transmit Customer Content solely as necessary to provide the SaaS Services to Customer
pursuant to this Agreement and the applicable Order Form.

5.6 Ownership and Restrictions: Customer retains ownership and intellectual property rights in and to its
Customer Content. Whatfix or its licensors retain all ownership and intellectual property rights to the
services, Software programs, and anything developed and delivered under the Agreement. Third party
technology, if any, that may be appropriate or necessary for use with some Whatfix programs is specified
in the program Documentation or ordering document as applicable. Customer’s right to use such third party
technology is governed by the terms of the third party technology license agreement and not under the
Agreement.

5.7 Suggestions: Whatfix shall have a royalty-free, worldwide, irrevocable, perpetual license to use and
incorporate into the SaaS Services any suggestions, enhancement requests, recommendation or other
feedback provided by Customer, including End Users, relating to the operation of the SaaS Services.

6. ORDERS AND PAYMENT

6.1 Orders: Customer shall order SaaS Services pursuant to the Order Form. All services acquired by
Customer shall be governed exclusively by this SaaS Agreement and the applicable Order Form. In the
event of a conflict between the terms of an Order Form and this Agreement, the terms of the Order Form
shall take precedence.

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6.2 Invoicing and Payment: Unless otherwise provided in the Order Form, Whatfix shall invoice Customer
for all Fees on the Order Form effective date. Customer shall pay all undisputed invoices within 30 days
after Customer receives the invoice. Except as expressly provided otherwise, fees are non-refundable. All
Fees are stated in are payable in the currency detailed in the Order Form, and must be paid by Customer to
Whatfix in such currency.

6.3 Expenses: Customer will reimburse Whatfix for its reasonable, out-of-pocket travel and related expenses
incurred in performing the Other Services. Whatfix shall notify Customer prior to incurring any such
expense. Whatfix shall comply with Customer’s travel and expense policy if made available to Whatfix
prior to the required travel.

6.4 Taxes: All payments under this Agreement are exclusive of taxes unless specifically mentioned, including
but not limited to withholding taxes. However, it is agreed between the Parties, that the Fees Payable by the
Customer shall be subject to deduction of taxes, as per applicable laws.

7. TERM AND TERMINATION

7.1 Term of SaaS Agreement: The term of this SaaS Agreement shall begin on the Effective Date and shall
continue until terminated by either party in accordance with Section 7.2 of this Agreement.

7.2 Termination:. The Subscription Term shall renew for successive Subscription Term unless either party
delivers written notice of non-renewal to the other party at least 30 days prior to the expiration of the
then-current Subscription Term.

7.3 Suspension for Non-Payment: Whatfix reserves the right to suspend delivery of the SaaS Services if
Customer fails to timely pay any undisputed amounts due to Whatfix under this SaaS Agreement, but only
after Whatfix notifies Customer of such failure and such failure continues for fifteen (15) days. Suspension
of the SaaS Services shall not release Customer of its payment obligations under this SaaS Agreement.
Customer agrees that Whatfix shall not be liable to Customer or to any third party for any liabilities, claims
or expenses arising from or relating to suspension of the SaaS Services resulting from Customer’s
non-payment.

7.4 Suspension for Ongoing Harm: Whatfix reserves the right to suspend delivery of the SaaS Services if
Whatfix reasonably concludes that Customer or an End User user’s use of the SaaS Services is causing
immediate and ongoing harm to Whatfix or others. In the extraordinary case that Whatfix must suspend
delivery of the SaaS Services, Whatfix shall immediately notify Customer of the suspension and the parties
shall diligently attempt to resolve the issue. Whatfix shall not be liable to Customer or to any third party
for any liabilities, claims or expenses arising from or relating to any suspension of the SaaS Services in
accordance with this Section 7.4. Nothing in this Section 7.4 will limit Whatfix’s rights under Section 7.5
below. This SaaS Agreement may be terminated (i) by Whatfix if Customer breaches a term of this SaaS
Agreement that remains uncured for 30 days (or, in the case of non-payment, five days) after delivery of
notice of such breach, or (ii) if Customer becomes the subject of a petition in bankruptcy or any other
proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors not
dismissed within 30 days.

7.5 Notwithstanding the foregoing, without affecting any other right or remedy available to it, either party may
terminate this Agreement with immediate effect by giving written notice to the other party if:

(a) if the other party commits a material breach of any term of this Agreement, which breach is
irremediable or (if such breach is remediable) fails to remedy that breach within thirty (30) days after
being notified in writing to do so; or

(b) the other party takes any step or action in connection with its entering administration, provisional
liquidation or any composition or arrangement with its creditors (other than in relation to a solvent
restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a
solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or,

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 if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the
relevant jurisdiction, or it ceases or threatens to cease to carry on business.

7.6 Effect of Termination:

(a) Upon termination of this SaaS Agreement or expiration of the Subscription Term, Whatfix shall
immediately cease providing the SaaS Services and all usage rights granted under this SaaS Agreement
shall terminate.

(b) If Whatfix terminates this SaaS Agreement due to a breach by Customer, then Customer shall
immediately pay to Whatfix all amounts then due under this SaaS Agreement and to become due during
the remaining term of this SaaS Agreement, but for such termination. If Customer terminates this SaaS
Agreement due to a breach by Whatfix, then Whatfix shall immediately repay to Customer all pre-paid
amounts for any unperformed SaaS Services scheduled to be delivered after the termination date.

(c) Upon termination of this SaaS Agreement and upon subsequent written request by the disclosing party,
the receiving party of tangible Confidential Information shall immediately return such information or
destroy such information and provide written certification of such destruction, provided that the
receiving party may permit its legal counsel to retain one archival copy of such information in the event
of a subsequent dispute between the parties.

8. SERVICE LEVEL AGREEMENT

The Service Level Agreement (“SLA”) for the SaaS Services is set forth under the Support Terms. The SLA
sets forth Customer’s sole remedies for availability or quality of the SaaS Services including any failure to
meet any guarantee set forth in the SLA.

9. WARRANTIES

9.1 Warranty: Whatfix represents and warrants that it will provide the SaaS Services in a professional manner
consistent with general industry standards and that the SaaS Services will perform substantially in
accordance with the Documentation. For any beach of a warranty, Customer’s exclusive remedy shall be as
provided in Section 7 Term and Termination.

9.2 WHATFIX WARRANTS THAT THE SAAS SERVICES WILL BE PERFORMED IN ALL MATERIAL
RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. WHATFIX DOES NOT
GUARANTEE THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE OR
UNINTERRUPTED, OR THAT WHATFIX WILL CORRECT ALL SAAS SERVICES ERRORS.
CUSTOMER ACKNOWLEDGES THAT WHATFIX DOES NOT CONTROL THE TRANSFER OF
DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE
SAAS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS
INHERENT IN THE USE OF SUCH COMMUNICATIONS [Link] SECTION SETS FORTH
THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY WHATFIX (EXPRESS OR IMPLIED) WITH
RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER WHATFIX NOR ANY OF
ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION
OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE,
NOR SHALL WHATFIX OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR
UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S
DATA, FILES, OR PROGRAMS.

10. LIMITATIONS OF LIABILITY

NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF WHATFIX) SHALL BE LIABLE
FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY
SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS

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 SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING
NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES
UNDER THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING
NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS
SAAS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE. The
foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under Sections
entitled “Restriction”, “Indemnification”, or “Confidentiality”.

11. INDEMNIFICATION

11.1 Indemnification by Whatfix: If a third party makes a claim against Customer that the SaaS Services
infringes any patent, copyright or trademark, or misappropriates any trade secret, or that Whatfix’s
negligence or willful misconduct has caused bodily injury or death, Whatfix shall defend Customer and its
directors, officers and employees against the claim at Whatfix’s expense and Whatfix shall pay all losses,
damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed
to in a written settlement agreement signed by Whatfix, to the extent arising from the claim. Whatfix shall
have no liability for any claim based on (a) the Customer Content, (b) modification of the SaaS Services not
authorized by Whatfix, or (c) use of the SaaS Services other than in accordance with the Documentation and
this SaaS Agreement. Whatfix may, at its sole option and expense, procure for Customer the right to
continue use of the SaaS Services, modify the SaaS Services in a manner that does not materially impair the
functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with
respect to the Subscription Term following the termination date.

11.2 Indemnification by Customer: If a third party makes a claim against Whatfix that the Customer Content
infringes any patent, copyright or trademark, or misappropriates any trade secret, Customer shall defend
Whatfix and its directors, officers and employees against the claim at Customer’s expense and Customer
shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against
such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the
claim.

11.3 Conditions for Indemnification: A party seeking indemnification under this section shall (a) promptly
notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the
claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information
and authority reasonably requested by the other party in the defense and settlement of the claim.

12. CONFIDENTIALITY

12.1 “Confidential Information” means any information disclosed by a party to the other party, directly or
indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as
“confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial
disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or
“proprietary” within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms
of this SaaS Agreement, or (d) reasonably appears to be confidential or proprietary because of the
circumstances of disclosure and the nature of the information itself. Confidential Information will also
include information disclosed by third parties to a disclosing party under an obligation of confidentiality.
Subject to the display of Customer Content as contemplated by this SaaS Agreement, Customer Content is
deemed Confidential Information of Customer. Whatfix software and Documentation are deemed
Confidential Information of Whatfix.

12.2 Confidentiality Restrictions: During the term of this SaaS Agreement and for 5 years thereafter
(perpetually in the case of Software), each party shall treat as confidential all Confidential Information of
the other party, shall not use such Confidential Information except to exercise its rights and perform its
obligations under this SaaS Agreement, and shall not disclose such Confidential Information to any third
party. Without limiting the foregoing, each Party shall use at least the same degree of care, but not less than
a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent

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 the disclosure of Confidential Information of the other party. Each party shall promptly notify the other
party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential
Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or
other tangible objects which embody the other party's Confidential Information and which are provided to
the party hereunder. Each party may disclose Confidential Information of the other party on a
need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to
maintain such information in confidence and use it only to facilitate the performance of their services on
behalf of the receiving party.

12.3 Exceptions: Confidential Information excludes information that: (a) is known publicly at the time of the
disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known
to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving
party, without restriction, from a source other than the disclosing party not bound by confidentiality
obligations to the disclosing party, or (c) is independently developed by the receiving party without use of
the Confidential Information as demonstrated by the written records of the receiving party. The receiving
party may disclose Confidential Information of the other party to the extent such disclosure is required by
law or order of a court or other governmental authority, provided that the receiving party shall use
reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party
to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the
existence of this SaaS Agreement and the relationship of the parties, but agrees that the specific terms of
this SaaS Agreement will be treated as Confidential Information; provided, however, that each party may
disclose the terms of this SaaS Agreement to those with a need to know and under a duty of confidentiality
such as accountants, lawyers, bankers and investors.

13. PRIVACY, DATA PROTECTION AND SECURITY

Customer understands and acknowledges that, in connection with the use of the SaaS Services by
Customer, Whatfix processes any Personal Data only on Customer’s behalf and Whatfix and Customer
hereby agree that Customer shall be deemed to be the data controller and Whatfix shall be deemed to be
the data processor as those terms are understood under the GDPR, Privacy Act 1988 of Australia and any
Personal Data shall be processed in accordance with the Data Protection Agreement linked here.

Customer’s Undertakings: Customer shall be solely responsible for obtaining all consents and
authorizations as may be required by any applicable law, for the collection, storage and processing of
information and/or sensitive information by Whatfix according to Customer’s instructions, including that
such processing according to Customer’s instructions will not place Whatfix in breach of applicable data
protection laws. Prior to processing, Customer will inform Whatfix about any special categories of data
contained within Customer personal data and any restrictions or special requirements in the processing of
such special categories of data, including any cross border transfer restrictions.

Security: Whatfix complies with security standards, such as encryption of data in motion over public
networks and auditing standards (such as SOC 2 Type 2 and ISO 27001:2013). Furthermore, Customer’s
information is stored with logical separation from information of other customers. In addition, Whatfix
shall have in place and shall comply with documented written policies and procedures, periodically
reviewed, covering the administrative, physical and technical safeguards in place and relevant to the
access, use, loss, alteration, disclosure, storage, destruction and control of information. Such policies and
procedures will include encryption of data, virus detection and firewall utilization.

14. GENERAL PROVISIONS

14.1 Non-Exclusive Service: Customer acknowledges that SaaS Services is provided on a non-exclusive basis.
Nothing shall be deemed to prevent or restrict Whatfix’s ability to provide the SaaS Services or other
technology, including any features or functionality first developed for Customer, to other parties.

14.2 Assignment: Neither party may assign this SaaS Agreement or any right under this SaaS Agreement,
without the consent of the other party, which consent shall not be unreasonably withheld or delayed;

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 provided however, that either party may assign this SaaS Agreement to an acquirer of all or substantially
all of the business of such party to which this SaaS Agreement relates, whether by merger, asset sale or
otherwise. This SaaS Agreement shall be binding upon and inure to the benefit of the parties’ successors
and permitted assigns. Either party may employ subcontractors in performing its duties under this SaaS
Agreement, provided, however, that such party shall not be relieved of any obligation under this SaaS
Agreement.

14.3 Notices: Except as otherwise permitted in this SaaS Agreement, notices under this SaaS Agreement shall
be in writing and shall be deemed to have been given (a) five (5) business days after mailing if sent by
registered or certified U.S. mail, (b) when transmitted if sent by facsimile, provided that a copy of the
notice is promptly sent by another means specified in this section, or (c) when delivered if delivered
personally or sent by express courier service. All notices shall be sent to the other party at the address set
forth on the cover page of this SaaS Agreement.

14.4 Force Majeure: Each party will be excused from performance for any period during which, and to the
extent that, such party or any subcontractor is prevented from performing any obligation or Service, in
whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence,
including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics,
communication line failures, and power failures.

14.5 Waiver: No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by
either party of any breach of this SaaS Agreement shall not constitute a waiver of any other or subsequent
breach.

14.6 Severability: If any term of this SaaS Agreement is held to be invalid or unenforceable, that term shall be
reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this
SaaS Agreement shall remain in full force.

14.7 Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the
parties (or their authorised representatives).

14.8 Entire SaaS Agreement: This SaaS Agreement (including all exhibits) contains the entire agreement of
the parties and supersedes all previous oral and written communications by the parties, concerning the
subject matter of this SaaS Agreement. This SaaS Agreement may be amended solely in a writing signed
by both parties. Standard or printed terms contained in any purchase order or sales confirmation are
deemed rejected and shall be void unless specifically accepted in writing by the party against whom their
enforcement is sought; mere commencement of work or payment against such forms shall not be deemed
acceptance of the terms.

14.9 Survival: Sections 4, 7, and 9 through 14 of this SaaS Agreement shall survive the expiration or
termination of this SaaS Agreement for any reason.

14.10 Publicity: Both Parties agree to jointly work towards the publicity and marketing of this arrangement.
Whatfix shall be able to carry out the following activities:

(a) Whatfix shall issue a press release within a timeframe mutually agreed by both the parties not
exceeding 2(two) months from the Effective Date, announcing that Customer has selected Whatfix as
its Saas Service Provider. The Customer shall have the right to edit and approve the press release prior
to its publication.

(b) Within 2(two) months of successful implementation, the Customer shall assist Whatfix in providing a
video or written testimonial, to be used as a marketing collateral. The video testimonial shall be
recorded at the Customer's premises, at Whatfix’s cost. The Customer shall have the right to edit and
approve the testimonial prior to its publication.

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 (c) Customer agrees that Whatfix may use Customer’s name and logo on the website located
at [Link] and for the purpose of marketing the Service.

14.11 Export Compliance: The Services, Content, other technology Whatfix makes available, and derivatives
thereof may be subject to export laws and regulations issued by Bureau of Industry and Security. Each
party represents that it is compliant with the same. The Customer shall not permit Users to access or use
any Service or Content in violation of the aforesaid regulations.

14.12 No Third Party Beneficiaries: This SaaS Agreement is an agreement between the parties, and confers no
rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or
entity.

14.13 Independent Contractor: The parties have the status of independent contractors, and nothing in this SaaS
Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship.
Except as provided in this SaaS Agreement, neither party shall be responsible for the acts or omissions of
the other party or the other party’s personnel.

14.14 Statistical Information: Whatfix may anonymously compile statistical information related to the
performance of the Services for purposes of improving the SaaS service, provided that such information
does not identify Customer’s data or include Customer’s name.

14.15 Governing Law and Jurisdiction: This Agreement, including its exhibits, the Order Forms and SOWs is
governed by the laws of Australia, with the courts of Victoria, having exclusive jurisdiction without
reference to any conflict of laws rules.

14.16 Compliance with Laws: Whatfix shall comply with all applicable local, state, national and foreign laws in
connection with its delivery of the SaaS Services, including those laws related to data privacy, international
communications, and the transmission of technical or personal data.

14.17 Dispute Resolution: Customer’s satisfaction is an important objective to Whatfix in performing its
obligations under this SaaS Agreement. Except with respect to intellectual property rights, if a dispute
arises between the parties relating to the interpretation or performance of this SaaS Agreement or the
grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written
request by either party, attended by individuals with decision-making authority, regarding the dispute, to
attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If,
within 15 days after such meeting, the parties have not succeeded in resolving the dispute, either party may
protect its interests by any lawful means available to it.

14.18 Signatures: This SaaS Agreement may be executed in multiple counterparts, each of which when executed
will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an
executed counterpart of a signature page of this SaaS Agreement by facsimile or other electronic
transmission (including via pdf) will be effective as delivery of a manually executed counterpart

Accepted and Agreed:

Whatfix Pty Ltd (ACN 634 287 139) ________________.

(ABN 49 634 287 139)
Signature: Signature:
Print Name: Khadim Ismail Batti Print Name:
Designation: CEO Designation:

9
Date (DD/MM/YY): Date (DD/MM/YY):

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 EXHIBIT-A
WHATFIX SUBSCRIPTION ORDER FORM
This Order Form is made as of _______, 2020 (the “Effective Date”) between Whatfix Pty Ltd (ACN 634 287
139) (ABN 49 634 287 139), a company having its place of businesses at Level 33 101 Collins Street
Melbourne Vic 3000, Australia , (“Whatfix”) and the Customer (identified below).
Customer Information:
Company Name Billing Name
(“Customer”)

Customer Billing Address

Address

Customer Billing Contact Name

Contact Name

Customer E-Mail Billing Contact E-Mail Address

Address

Customer Phone Billing Contact Phone Number

Number

Whatfix Contact:

Name: Phone: Email:

Discounts (if any):

Subscription Fees (in AUD)

Discount (%)

Total Subscription Fees for the

subscription term

Subscription(s) Fee(s):

Name of Payment Subscription Subscription Fees (for

Product No of Subscription
Application Frequency End Date subscription term) in
Name Users Start Date
AUD

Whatfix Annual
Digital
Adoption
Platform

Note: All Whatfix Plans by default include the training and support charges for the duration of the contract.
PROFESSIONAL SERVICE FEE:

Name of Application Number of Flows Service Fee

Accepted and Agreed:

Whatfix Pty Ltd (ACN 634 287 139) __________________________

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(ABN 49 634 287 139)
Signature: Signature:
Print Name: Sripathi Chakkravarthi Print Name:
Designation:
Designation: Director
Date (DD/MM/YY):
Date (DD/MM/YY):

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