SAASINTEGRATOR AGREEMENT

By engaging SAASINTEGRATOR for integration scoping services, the CLIENT agrees to these terms and conditions. This agreement ensures a clear understanding between SAASINTEGRATOR and the client, aiming for a successful partnership and the effective realization of the integration project.

ENGAGEMENT OF SERVICES:

CLIENT hereby permits the SAASINTEGRATOR to render, and SAASINTEGRATOR agrees to render to CLIENT, all the services specified in writing and agreed between them by this document and all associated validly signed agreements (being Proposals, Modnotes contract and amended contracts) regarding its subject matter (collectively ‘Contract’). The CLIENT and SAASINTEGRATOR are collectively the ‘Parties’.

ACCEPTANCE OF CONTRACT:

All potential forms of signature shall be governed by this CONTRACT including, but not limited to, checking the agreement to “terms of service” box, written signature on individual project agreements, electronic signatures, faxed signatures, scanned and emailed signatures. A CONTRACT is only amended if SAASINTEGRATOR specifically mentions in a written communication that the Contract is amended or that a modification note (‘ModNote’) or Proposal has been agreed. For the avoidance of doubt, unilateral emails from the CLIENT are not sufficient to form or alter a Contract.

PAYMENT & BILLING TERMS:

CLIENT hereby agrees to pay the fees in price and schedule as listed on the Contract completed by CLIENT or in the proposal submitted to CLIENT. CLIENT hereby grants permission for SAASINTEGRATOR to charge CLIENT’s credit, debit card or bank account on file according to the price and schedule listed on the Contract or proposal every month for the amount agreed to as the monthly spend under the Contract. If the invoiced budget is a one-time charge then no monthly charge will apply. Monthly payments will be put on auto-bill and will automatically be charged to the credit card on file on the same day every month as the first payment date made.

CLIENT agrees to pay upon execution of this Contract. SAASINTEGRATOR reserves the right to stop work until payment is made. Should collection activities become necessary, CLIENT agrees to pay all fees relating to said collection activities. SAASINTEGRATOR reserves the right to add late fees at the rate of the Victorian Penalty Interest Rate plus 2%.

INTEGRATION SCOPING:

1. Scope of Work

SAASINTEGRATOR agrees to provide comprehensive documentation and a functional prototype for the requested integration project. This documentation will detail the integration process, the functionalities to be integrated, and any specific requirements or configurations needed.

2. Limitation of Liability

In instances where the integration cannot be completed due to limitations, restrictions, or changes in third-party APIs or platforms, SAASINTEGRATOR will not be held liable. Given the nature of software integration, dependencies on third-party services can pose unforeseen challenges that are beyond the control of SAASINTEGRATOR.

3. No Refund Policy

Due to the nature of the work involved in scoping and prototype development, SAASINTEGRATOR will not issue refunds should the integration not proceed due to third-party API limitations or any other reasons beyond SAASINTEGRATOR's control.

4. Credit of Scoping Fee

Should the client decide to proceed with the final implementation of the integration solution as scoped and prototyped by SAASINTEGRATOR, the full scoping fee will be credited to the client. This credit is applicable only towards the final implementation cost of the integration project as quoted by SAASINTEGRATOR.

5. Client Responsibilities

The client is responsible for providing accurate and complete information regarding their integration needs, including but not limited to, access to necessary accounts, detailed descriptions of desired functionalities, and timely feedback on the documentation and prototype provided.

6. Changes to Scope

Any changes to the scope of the integration project requested by the client after the initial agreement may result in additional charges. SAASINTEGRATOR will provide a revised quote and timeline for any such changes requested.

7. Final Implementation Agreement

Proceeding with the final implementation of the integration solution will require a separate agreement outlining the project’s full scope, timeline, costs, and any other terms relevant to the project's completion.

SEVERANCE:

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

SUSPENSION OF SERVICE:

SAASINTEGRATOR may, without notice, suspend or terminate service or deny the CLIENT access to the platform (a) during any technical failure, modification or maintenance involved in respect of the platform (b) if the CLIENT fails to comply with any provision in the Contract including paying all fees due or (c) if the client is doing, or allows to be done, anything which in the opinion of SAASINTEGRATOR, may have the effect of jeopardizing the operation of the platform.

INDEMNIFICATION of SAASINTEGRATOR BY CLIENT:

At all times after the effective date of this Contract, the CLIENT shall indemnify SAASINTEGRATOR from all Claims that the SAASINTEGRATOR may incur arising from: (i) the CLIENT’S operation of its business (including any data breaches); (ii) the CLIENT’S breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party; or (iii) the CLIENT’S breach of any of its obligations or representations under this Contract.

NON-INFRINGEMENT:

SAASINTEGRATOR shall indemnify, defend and hold harmless the CLIENT Indemnitees from and against any and all Claims relating to, or arising out of, any claim alleging that the Work Product, or the use of any part thereof, infringes, misappropriates or violates any Intellectual Property Rights of a third party (save as where such breach is due to the actions of the CLIENT).

INDEPENDENT CONTRACTOR:

Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee partnership or joint venture relationship between CLIENT and SAASINTEGRATOR. SAASINTEGRATOR is an independent Contractor and not an employee of CLIENT or any of its subsidiaries or affiliates. The Parties mutually indemnify each other against any claim or deduction based on any relationship of employment being found between them.

NON-WAIVER:

Failure by one Party of this Contract to require performance of any provision(s) shall not affect that Party’s right to require subsequent performance at any time thereafter, nor shall a waiver of any breach or default of this Contract constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

PARTNERSHIP OR SAASINTEGRATOR:

The relationship between Parties is not to be construed as a partnership or SAASINTEGRATOR and this Contract does not create either form of relationship.

LEGAL FEES:

In the event of litigation relating to the subject matter of this Contract, the non-prevailing Party shall reimburse the prevailing party for all reasonable attorney fees and costs resulting therefrom.

JURISDICTION:

The Parties agree to the exclusive jurisdiction of the courts of Victoria, Australia for any dispute. The SAASINTEGRATOR may elect at any time to refer any dispute to arbitration, and the CLIENT may not initiate legal proceedings until this election has been made.

CONSEQUENTIAL DAMAGES:

The Parties agree they will not hold each other liable in any circumstance involving a data breach. Neither Party to this Contract will be held responsible for consequential (indirect) damages (e.g., loss of profit or reputation) because of any alleged failures by the other Party. Specifically, in the event that, notwithstanding the previous clause, liability is assigned to any Party, it is capped absolutely (including all legal and consequential charges) at the total consideration (to date of first liability occurrence) of the Contract.

For the provision of Support or Professional Services, or to enable your utilization of functionalities tailored for seamless interaction with SAASINTEGRATOR applications, it may be necessary for SAASINTEGRATOR to gain access to your Credentials. Should you consent to disclosing your Credentials to SAASINTEGRATOR, you are required to furnish Credentials equipped with appropriate permissions through a secure Enterprise Password Management System. These Credentials will facilitate SAASINTEGRATOR's representatives in the installation and/or configuration of Subscription Services for integrated applications, the fulfillment of Support responsibilities, or the facilitation of access to SAASINTEGRATOR applications or other associated accounts within the Subscription Services.

Upon delivering your Credentials to SAASINTEGRATOR, you hereby provide SAASINTEGRATOR explicit authorization to access your accounts for the purpose of executing the mutually agreed-upon actions. It is acknowledged and agreed that the act of granting SAASINTEGRATOR access to your Credentials carries inherent risks, including, but not limited to, potential damage, loss, or data destruction concerning your hardware, software, files, and data (including Customer Process Data and Customer Data), as well as the potential for disturbances within your technical, network, system, server, or computing environments that may arise during or as a result of the Credential access.

LIABILITY AND CLAIMS

You acknowledge and concur with the following stipulations: a) The indemnification obligations delineated in any relevant section do not encompass claims or issues originating from matters related to your Credentials. b) To the maximum extent permissible by applicable law, you recognize and accept that SAASINTEGRATOR, together with its affiliated entities, shall not bear responsibility for any claims, losses, or liabilities of any nature arising directly or indirectly from, or in connection with, your Credentials. In no circumstance shall SAASINTEGRATOR's and its affiliates' combined and cumulative liability, concerning such claims or matters pertaining to your Credentials, surpass the aggregate amount specified as the general liability cap as defined in the section addressing limitations of liability.

By engaging with SAASINTEGRATOR's services, you signify your comprehension, assent, and agreement to the terms articulated in this adapted usage agreement pertaining to the access and use of your Credentials. This agreement aims to safeguard both parties against potential risks and liabilities tied to the exchange of Credentials for the purpose of accessing and employing SAASINTEGRATOR's Subscription Services and correlated functionalities.

LICENSE TO UTILIZE SAASINTEGRATOR SUBSCRIPTION SERVICES:

In adherence to these terms, SAASINTEGRATOR extends to you a non-exclusive, non-transferable, non-assignable and non-sublicensable license, globally, granting you access to and permission to utilize the Subscription Services, as delineated in a provided Quote. This license is exclusively intended for supporting the internal business activities of both you and your affiliated entities, solely for the duration of the Subscription Period, in accordance with these Terms and the provided Documentation. It is important to note that SAASINTEGRATOR reserves all rights not expressly granted herein.

NON-SOLICITATION OF EMPLOYEES:

Non-Solicitation of Employees. During this Contract and for 24 months thereafter, neither Party directly or indirectly shall solicit, offer employment to, or hire, or contract for services with, any employee of the other Party involved in the performance of this Contract, unless such other party consents.

CONTRACT IS ENTIRE AGREEMENT:

This Contract constitutes the entire agreement between the Parties with respect to the Project subject matter. It supersedes all previous Contracts and understandings between the Parties and each party acknowledges that, in entering into this Contract, it does not do so on the basis of or in reliance upon any representations, promises, undertakings, warranties or other statements (whether written or oral) of any nature whatsoever except as expressly provided in this Contract. Thus, this Contract as defined constitutes the sole agreement between the SAASINTEGRATOR and the CLIENT.

CONFIDENTIALITY:

Each Party agrees that all information (not already in the public domain) which is exchanged between them under this Contract, is confidential and must not be disclosed, divulged or otherwise placed at the disposal of any person not being a party to this Contract except:

To employees, legal advisers, auditors and other consultants requiring the information for the purposes of this Contract; or With the consent of the party who supplied the information; or If the information is prior to the execution of this Contract, lawfully in the possession of the recipient of the information through sources other than the party who supplied the information; or If required by law or a stock exchange regulations; If the information is or becomes generally and publicly available other than through the default of a party who divulges the information; The provisions of this confidentiality clause continue in full force and effect for a period of 2 years after the termination of this Contract.

SERVICE LEVEL AGREEMENT (SLA) FOR UPTIME

1. Uptime during each calendar month, excluding scheduled maintenance, unscheduled maintenance with advance notice, and factors beyond SAASINTEGRATOR's reasonable control.

Guarantee - SAASINTEGRATOR guarantees that its Services will be available and accessible for use for at least 99% of the time ("Uptime")

2. Uptime Calculation The Uptime percentage is calculated by subtracting the total minutes of service unavailability (excluding the exclusions mentioned in this agreement) from the total minutes in a calendar month. The resulting figure is then divided by the total minutes in the month and multiplied by 100.

3. Scheduled Maintenance During scheduled maintenance windows, which will be communicated to the Customer at least 48 hours in advance, the Services may be temporarily unavailable. These maintenance periods are intended to optimize the performance and reliability of the Services.

4. Unscheduled Maintenance with Notice In cases of unscheduled maintenance that may impact service availability, SAASINTEGRATOR will provide the Customer with reasonable notice. This notice will include the nature of the maintenance and the expected duration of any potential service interruption.

5. Beta Phase Exclusion For the initial three weeks following the launch of the Services, also known as the Beta phase, the uptime guarantee will not apply. This period allows for necessary adjustments and refinements to the Services based on initial usage and feedback.

6. Factors Outside SAASINTEGRATOR's Control Unavailability of the Services that can be attributed to factors beyond SAASINTEGRATOR's reasonable control, including but not limited to acts of nature, network issues, or third-party actions, are excluded from the uptime calculation and the SLA.

7. SLA Revisions SAASINTEGRATOR retains the right to review and modify this SLA periodically. Any changes will be communicated to the Customer in advance.

8. Compensation for Breach In the event that SAASINTEGRATOR fails to meet the stipulated uptime guarantee, the Customer may be eligible for a service credit as compensation. The service credit will be calculated based on the percentage of uptime not met and will be applied to the Customer's next billing cycle.

9. Limitation This SLA does not apply to service interruptions caused by Customer's misuse or misconfiguration of the Services, Customer's infrastructure or equipment, or any other factors not within SAASINTEGRATOR's direct control.

By utilizing SAASINTEGRATOR's Services, the Customer acknowledges and accepts the terms set forth in this Uptime Service Level Agreement. This SLA aims to provide transparency about the uptime commitments and the measures SAASINTEGRATOR will take to ensure a reliable and consistent service experience.