Terms of Service and Agreements

Ansarada Platform - including Ansarada Deals and Procurement - Effective 6 Sept  2024 starting:

1. This Agreement:

1.1 This document, any Order Form, our Privacy Policy, our Acceptable Use Policy, our European Data Processing Terms and any other referenced policies and attachments together comprise the agreement between Ansarada Pty Limited (ACN 131 899 397) (“Ansarada”, “we”, “us” or “our”) and you (the “Agreement”). “You”, “you”, your” etc. means as relevant:

(a) you as our Customer in respect of the provision of the Ansarada Services

(b) you as a 3PP

(c) you as a User

(d) you as a Guest User

The Agreement applies to every instance of use by you of the Ansarada Services separately. The latest version of the Agreement is the version published to ansarada.com and governs each use of the Ansarada Services by you. Any changes to the Agreement over time are deemed accepted by you by you choosing to continue to use the Ansarada Services.

1.2 Subscription Plans

Customers may access the Ansarada Services via a subscription plan which is charged based on data used (“Data Subscription Plan”); the number of users (“User Subscription Plan”) or on some other basis as agreed between the relevant parties (which includes, but is not limited to, being provided with access to certain functionality within the Ansarada Services for free). Subscription plan commercial terms will be set out in a commercial document the Customer agrees to (“Order Form”).

The pricing for a Data Subscription Plan varies in accordance with the maximum amount of data that may be stored over a particular time frame (“Data Plan”). Upon commencement of the Data Subscription Plan, the Data Plan cannot be changed without our express written agreement to do so. If you exceed the allocated amount of data in the Data Plan you will automatically be allocated additional data packs as relevant (“Additional Data”) and you will be charged additional fees at the prevailing rates or as set out in the Order Form for the Additional Data.

The pricing for a User Subscription Plan is based on a per user basis. All Users will be invoiced to the customer on this basis. In circumstances where the number of Users change, this will determine the pricing for the User Subscription Plan.

For the purposes of this Agreement.

Users means the Customer’s employees, agents, contractors, service providers including advisors or consultants who are authorised by the Customer to use the Ansarada Services and who have been supplied with a user email address and password by the Customer or by Ansarada at the Customer’s request to enable those persons to use and/or access the Ansarada Services. For the avoidance of doubt, Customers may have unlimited Guest Users. Guest Users are persons or parties who are not Users or representatives of Users as defined and otherwise authorised by the Customer to use the Ansarada Services. Order Form means any commercial document which the Customer (or 3PP as relevant) signs or agrees to and which sets out the relevant pricing, plan, package, tier, Data Subscription Plan, User Subscription Plan, Additional Data or any other element or component being consumed and the price and unit of consumption.

1.3 In circumstances where the Customer requires different services, individual Agreements in respect of each of those services may apply.

1.4 By clicking “I agree” (or similar button) you accept the Agreement as binding and enforceable. If you do not agree, you must not use or access the Ansarada Services. By using the Ansarada Services you are expressly agreeing to the latest form of the Agreement.

2. The Ansarada Services

2.1 We will use all reasonable commercial efforts to provide you with access to and use of the Ansarada Services described in the Order Form.

2.2 The Customer agrees to provide Ansarada with any information reasonably necessary for the provision of the Ansarada Services, including but not limited to, providing information and technology as necessary and appropriate.

2.3 You are responsible for:

(a) your use of, or reliance on, any advice or recommendations provided by us in connection with the Ansarada Services, including but not limited to, the security and access settings that may be configured for the Ansarada Services; and

(b) determining:

(i) Users;

(ii) any Guest Users;

(iii) the information to be provided to us (“Your Content”); and

(iv) which parts of Your Content that Users and Guest Users are permitted to access.

2.4 If you are our Customer and your procurement of the Ansarada Services is facilitated via a thirdparty (such as an advisor) (a 3PP) you promise to us (and we will rely on this promise) that any such 3PP is acting as your authorised agent and has the authority and power to bind you as Customer to an Order Form and this Agreement. If you are procuring the Ansarada Services on behalf of another party (such as your client) and therefore acting as the 3PP you acknowledge that we are relying on your agency with that third party and you are proceeding to procure the Ansarada Services on their behalf with knowledge of our reliance and you warrant and represent to us that you have all required authority to bind the relevant third party to an Order Form. Both the Customer and a 3PP are liable to us in connection with costs incurred pursuant to the procurement of and use of the Ansarada Services under an Order Form. For the purposes of this Agreement the Customer and its 3PP are considered interchangeable with respect to the obligations in this Agreement.

2.5 If you are using the Ansarada Services prior to any binding Order Form existing (Early Access) then the following applies:

(i) you will promptly agree to the terms of an Order Form with us, for the ongoing use of the Ansarada Services or otherwise you will cease to use the Ansarada Services, and

(ii) you will act in good faith in connection with being given Early Access and you will not act in any way which is designed to manipulate or circumvent our fee structures, billing process or any fees owed to us.

2.6 If you are using any self provision portal that we have given you access to, you are solely responsible at all times to administer that portal, for the setting of all security and access settings for deal rooms, users and the portal itself, any configuration of each individual deal room, as well as deleting deal rooms and removing user access to deal rooms and the portal.

3. Privacy and confidentiality

3.1 Our commitment to you. We will:

(a) not disclose any of Your Content that constitutes proprietary, confidential or personal information to any third party, except as necessary to provide the Ansarada Services (including but not limited to allowing Your Users and Guest Users to access Your Content for the purpose of reviewing and assessing Your Content including by way of using third party review tools which Users and Guest Users may use and which Ansarada provides technical synchronisation with), where required by any law, to our Authorised Sub-Processors as defined in the Schedule below, where certain organisations whose users view or post Q&A information in our Transaction Room need us to separately provide them with copies of that information in order for them to comply with applicable US SEC rules or the listing rules of any stock exchange which applies to you, or where you give us permission to do so;

(b) have appropriate security measures in place that are designed to protect your proprietary, confidential and personal information against unauthorised access, disclosure or use;

(c) comply with privacy laws that apply to us (including but not limited to, where applicable, as a data processor) when collecting, holding, using or disclosing any personal information, including but not limited to personal information concerning Users; and

(d) comply with the Schedule (European Data Processing Terms) to this Agreement where Ansarada processes personal data of data subjects that are located in the European Economic Area or where Ansarada processes personal data on your behalf where you are established in the European Economic Area.

3.2 Naturally, your confidential information does not include any information that has rightfully been shared with us free of an obligation of confidence, or publicly disclosed by someone other than us.

3.3 Your commitment to us. You will:

(a) ensure that you have obtained all rights and consents necessary for us to handle and process Your Content;

(b) comply with any privacy legislation or any other laws or regulations worldwide that relate to the handling and the processing of Your Content (including but not limited to, where applicable, as a data controller) when including personal information in the Transaction Room or other Ansarada Services, or when disclosing any personal information to us in order to receive the Ansarada Services;

(c) confirm that the purposes for which personal information disclosed to us may be processed are as described in the Agreement and our Privacy Policy. If this is not the case, you must notify us before providing us with the relevant personal information and we must agree to any necessary amendments to our processing of that personal information before you may provide it to us;

(d) not disclose any of our proprietary, confidential or any personal information to any third party, except where required by law or where we give you written permission to do so. Our proprietary information includes without limitation the software applications used to provide the Ansarada Services (and other Works referred to in clause 6); and

(e) comply with the Schedule (European Data Processing Terms) to this Agreement where Ansarada processes personal data of data subjects that are located in the European Economic Area or where Ansarada processes personal data on your behalf where you are established in the European Economic Area.

(f) Provide ongoing and irrevocable consent to use your name and to describe the circumstances of your use of the Product where we need to do so to stay compliant with applicable laws, regulations and rules of stock exchanges we are subject to.

3.4 Naturally, our confidential information does not include any information that has rightfully been shared with you free of an obligation of confidence, or publicly disclosed by someone other than you.

4. Fees, expenses and payment terms

4.1 Subscription Fees commence upon the earlier of: (a) the commencement date of the Data Subscription Plan or User Subscription Plan, or (b) the first usage of the Ansarada Services by any User or Guest User, or (c) 90 days from the date the relevant dataroom is created.

4.2 You will pay the Data Subscription Plan of User Subscription Plan fees for the Ansarada Services as described in the applicable Order Form(s). If we agree to invoice you for the Ansarada Services by email, full payment must be received within the following timeframes:

(a) For the 3, 6 and 12 month Subscription Plans: thirty (30) calendar days from the invoice date;

and

(b) For the month-to-month Subscription Plans: payable upon receipt of invoice.

4.3 You must provide current, complete and accurate billing information (“Billing Data”) for your Data Subscription Plan or User Subscription Plan. You must promptly update all Billing Data to keep your Data Subscription Plan or User Subscription Plan current, complete and accurate (such as a change in billing address, credit card number, credit card expiration date or bank account details) and you must promptly notify Ansarada if your payment method is changed (for example, for loss or theft) or if you become aware of a potential breach of security, such as the unauthorised disclosure or use of your name or password. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of the Ansarada Services under your Billing Data unless you have terminated this Agreement in accordance with clause 7 below.

4.4 Where you have elected a Data Subscription Plan, we will determine your fees for each billing period based on the Data Subscription Plan, Data Plan and any Additional Data. If you have elected to pay your fees annually upfront, we will review your Data Subscription Plan on a monthly basis (“Review”). If, at the time of our Review, Additional Data is to be charged then you will automatically be issued a new invoice with the relevant fees, to reflect Additional Data.

4.5 Where you have elected a User Subscription Plan, we will determine your fees for each billing period by reviewing the number of Users in your User Subscription Plan before the start of each billing period and, if you have elected to pay your fees annually upfront, we will review the number of Users in your User Subscription Plan on a monthly basis (“Review”). If, at the time of our Review, the number of Users increases, then:

- where your fees are billed monthly, your fees will automatically increase from the next billing period.

- where your fees are billed annually upfront, you will automatically be issued a new invoice with the relevant fees (such invoice to be pro-rated for the remainder of the Subscription Term).

You may also upgrade your User Subscription Plan at your selection, and this will also result in an increase of fees. The increased fees will continue in effect for the remainder of your Subscription Term.

In circumstances where you purchase a pre-pay pack which nominates a set number of Users (Pre-Pay Pack) then an agreed discount will be applied. However, if you choose to add additional Users then you acknowledge that these additional Users consumed will not attract the discount.

4.6 You will pay all applicable fees when due as specified in the Order Form(s) and in connection with Additional Data. If you fail to pay any fees by the due date, we may, in our discretion, suspend your account and/or your access to the Ansarada Services until such overdue fees are paid. Payment obligations are non-cancellable and, except as expressly stated in the Agreement or required by law, fees paid are non-refundable and non-creditable. You agree that in the event Ansarada is unable to collect the fees owed to Ansarada for your Data Subscription Plan or User Subscription Plan under the Agreement, Ansarada may take any other steps it deems necessary to collect such fees from you and you will be responsible for all costs and expenses incurred by Ansarada in connection with such collection activity, including collection fees, court costs and attorneys’ fees.

4.7 Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your purchases of the Ansarada Services, except for those taxes based on our net income. Should any payment for the Ansarada Services be subject to withholding tax by any government, you will reimburse us for such withholding tax.

4.8 If we have to produce information, answer questions, attend court or otherwise comply with an order, subpoena or other legal or regulatory process that relates to the Ansarada Services, you will also reimburse us for our time and expenses (at our standard commercial rates).

4.9 In the event that you change the billing entity specified in any Order Form(s) via the online platform (by providing us with the details in a manner prescribed by us), the new billing entity will be required to pay all applicable fees on and from the next billing date. If the new billing entity fails to pay the invoice by the invoice due date and, following 30 days written notice from Ansarada demanding payment, Ansarada reserves the right to be able to demand payment of the outstanding fees from either the original billing entity and / or the new billing entity, who must pay the fees within 5 days of receiving the demand.

5. Transaction room

5.1 Where we agree to provide you with a Transaction Room as a standalone product or as part of the Tender Platform, unless otherwise agreed or stipulated in an Order Form, usage fees commence upon the earlier of the Transaction Room or Tender Platform enabled date, first enabled document date or the Agreement start date.

5.2 Where we provide you with access to a Transaction Room as part of the Ansarada Platform on a Data Subscription Plan or User Subscription Plan, it may only be used for a single transaction. For the avoidance of doubt, you acknowledge and agree that You must not, under any circumstances, recycle, reuse or repurpose a Transaction Room for additional projects or events once utilised.

Ansarada may, in its discretion, monitor or review Transaction Rooms. In all cases, Ansarada reserves the right to modify the Data Subscription Plan or User Subscription Plan fees or disable access to any Transaction Room(s) that, in Ansarada’s sole discretion, violates this clause. Ansarada may take these actions without prior notification to you or any third party. Should you require an additional Transaction Room during your Subscription Term, you will be required to purchase a Transaction Room add-on pack. You agree to not do anything which in our reasonable opinion does or attempts to circumvent or manipulate our fee structure, the billing process and any fees due to us in connection with the Ansarada Services and you agree to act in good faith in this regard.

6. Free Service

6.1 If you subscribed to the Ansarada Services for free (Free Service), you agree to be bound by the terms of this Agreement (except for terms relevant to fee payment) as though you are a fee-paying customer.
6.2 We may at our discretion terminate your Free Service at any time, generally by giving you at least 7 days' notice. We may also terminate your Free Service without notice if required by law, or if any regulatory authority requires us to do so. If this happens we will use our best endeavours to give you reasonable notice.
6.3 You will no longer have access to the Free Service immediately upon termination of the Ansarada Services and you agree that we will have no further liability towards you.
6.4 If you wish to upgrade your Free Service to a fee paying Ansarada Service, you may do so on the terms of this Agreement or any other terms agreed with you.

7. Intellectual property rights

7.1 For the purposes of this Agreement:

(a) “Intellectual Property Rights” means any and all intellectual and industrial property rights throughout the world, whether conferred by statute, common law or in equity and including but not limited to:

(i) rights in respect of or in connection with any confidential information including any right to enforce an obligation to keep information confidential;

(ii) trade secrets;

(iii) know-how including know-how or insights derived over time from provision of Ansarada Services but not including any personal information of customers;

(iv) copyright including but not limited to future copyright and rights in the nature of or analogous to copyright;

(v) Moral Rights;

(vi) inventions (including but not limited to patents, innovation patents and utility models);

(vii) trade marks and service marks;

(viii) designs, circuit layouts and mask works;

(ix) domain names and social media accounts;

(x) technical data;

(xi) rights in databases;

(xii) trade names or business names;

(xiii) any rights in any Resulting Data; and

(xiv) any other rights resulting from intellectual activity or from artificial intelligence insights or machine learning, in relevant business sectors which subsist or which may come to subsist, whether or not now existing and whether or not registered or registrable and including but not limited to:

(xv) any rights to apply for the registration of such rights and all renewals, extensions and reissues of such rights, anywhere in the world, and

(xvi) any rights of action against any third party in respect of any such rights including any right to claim or retain damages or other remedies; and

(b) “Moral Rights” means moral rights as described in Article 6bis of the Berne Convention for the Protection of Literary and Artistic Works and any analogous rights arising under statute that exist, or may come to exist, anywhere in the world:

(c) “Resulting Data” means any data or information arising from use by any person of Ansarada Services or works, in anonymised or aggregated form and not including any of Your Content or personal information; and

(d) “Works” means all works, software, code, algorithms, documents, concepts, designs, systems and processes created, developed, programmed, invented or derived by Ansarada (including its related entities or the employees, contractors, consultants and whether alone or in concert with others) or its licensors or in which any of those persons has any right, title or interest comprised in the Ansarada Services.

7.2 Reservation of rights. All right, title and interest in and to the Ansarada Services and Works (and any modifications, customisations, configurations and derivative works of the Ansarada Services or Works) worldwide are the exclusive property of Ansarada and its related entities and its licensors. All such rights in and to the Ansarada Services and Works are not expressly granted to you under clause 7.3 of this Agreement are reserved by Ansarada and its licensors.

7.3 Limited Licence. We grant you a limited, non-exclusive, revocable licence to access and use the Ansarada Services to the extent permitted by the Agreement. This licence will remain in effect until the Agreement expires or is terminated by you or by us, except where we suspend your account and/or your access to the Ansarada Services as described in the Agreement. It does not grant you any ownership rights nor any other right or licence of any kind except as expressly set out above including, without limitation, any right to obtain possession of any source code, data or other technical materials in relation to the Ansarada Services or Works), in respect of any of the Ansarada Services, the Works or the Intellectual Property Rights or proprietary information belonging to us or our licensors, including without limitation where they form part of the Ansarada Services.

7.4 Limitations. By using the Ansarada Services, you agree that you will not, and Users will not (except as expressly permitted in your Order Form); (a) permit any third party to access or use the Ansarada Services or Works; (b) modify, adapt, alter, copy, make derivative works, translate, reverse engineer, decompile, disassemble or otherwise derive or determine the source code (or the underlying ideas, algorithms, structure or organisation) of Ansarada Services or Works or attempt to do any of these things;

(c) disclose or transmit any content or data contained in the Ansarada Services or Works (not including Your Content) to any third party;

(d) circumvent or endanger the operation or security of the Ansarada Services or Works or attempt to do any of these things and you will use your reasonable endeavours to ensure that any Guest Users also comply with these limitations;

(e) infringe any laws that relates to the Ansarada Services, any third party rights, or otherwise infringe any of our policies;

(f) use our technology if you are not able to form legally binding contracts, are under the age of 18, or are suspended from using any of our technologies or services;

(g) interfere with other users' accounts, or content;

(h) seek to access, actually access or provide a third-party access to any of our technologies or services for any reason other than genuinely using our services as a customer or as an invited user by a customer (or their representative);

(i) circumvent or manipulate storage space limits or our fee structure, the billing process, or fees owed to us;

(j) post false, inaccurate, misleading, defamatory or offensive content (including personal information);

(k) transfer your account and login information to another party without our express written consent;

(l) distribute or post spam, unsolicited, or bulk electronic communications of any nature;

(m) distribute viruses or any other technologies or code that may harm us, or the interests or property of our users; (n) copy, modify or distribute rights or content from our technologies or services or our copyrights and trademarks, or

(o) harvest or otherwise collect information about our users, including email addresses, without their express written consent.

7.5 We warrant, represent and undertake (to the best of our knowledge) that the Ansarada Services, as provided by us and used in accordance with this Agreement and our instructions and policies, do not infringe the Intellectual Property Rights of any third party. For clarification, this warranty does not apply to any of Your Content, including without limitation where it is uploaded to or hosted on the Ansarada Services.

7.6 You hereby grant us, our related bodies corporate and our suppliers a non-exclusive, worldwide, irrevocable (for the term of the Agreement) licence to handle and process Your Content for the purposes of providing you with the Ansarada Services and for all other purposes described in the Agreement and our Privacy Policy, Cookie Policy and our European Data Processing Terms.

7.7 You agree that Ansarada is permitted to run data analytics on Ansarada Services and Your Content for the purposes only of supporting the provision and development of Ansarada Services, Works and machine learning.

8. Should either party wish to terminate our Agreement

8.1 The Ansarada Services are provided on a Data or User Subscription Plan basis for a set term specified in your Order Form (“Subscription Term”). Except as otherwise specified in your Order Form, all Data Subscription Plans or User Subscription Plans will automatically renew on the same terms as your initial Data Subscription Plan or User Subscription Plan (and you will be charged at the thencurrent rates) unless either party gives written notice of non-renewal to the other party thirty days prior to the end of a Subscription Term to stop the Data Subscription Plan or User Subscription Plan from automatically renewing.

8.2 This Agreement is in effect for as long as you have a valid Subscription Term (the “Term”), unless sooner terminated as permitted in this Agreement. Either party may, with written notice, terminate this Agreement before the expiration of the Term upon occurrence of the following events: (i) the other party materially breaches any of the terms of this Agreement and does not cure the breach within thirty (30) days after receiving written notice of the breach; or (ii) if the other party ceases to operate, or becomes insolvent (“Termination for Cause Event”). Should we terminate this Agreement for any Termination for Cause Event, you will pay any unpaid fees covering the remainder of the Term after the effective date of termination. You may also terminate this Agreement at any time with written notice to Ansarada (“Termination for Convenience”), but you will: (i) not be entitled to any credits or refunds for amounts accrued or paid for any Data Subscription Plan or User Subscription Plan prior to such termination; and (ii) remain responsible for paying any fees payable to us under the Agreementfor the remainder of the Term. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Once the Agreement terminates, you will no longer have any right to use, copy or access (or to permit any other person to use, copy or access) any of the Ansarada Services or Works (in whole or in part), or any other information or materials that we make available to you under this Agreement, including our confidential information.

8.3 Following the expiry or termination of the Agreement, we will retain a copy of Your Content in accordance with applicable laws, and in accordance with our archival policy which may be provided to you on request.

9. The things we will not be responsible for

9.1 The following provisions only apply to the maximum extent permitted by applicable law. We accept liability that is imposed by applicable law and cannot be limited or excluded, which may include without limitation statutory liability for personal injury or death caused by negligence.

9.2 All express or implied guarantees, warranties, representations, or other terms and conditions relating to the Agreement or its subject matter, not contained in the Agreement, are excluded from the Agreement.

9.3 If any guarantee, warranty, term or condition is implied or imposed in relation to the Agreement under any applicable legislation and cannot be excluded (a “Non-Excludable Provision”), and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for breach of the Non-Excludable Provision is limited (at our option) to:

(a) in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or

(b) in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.

9.4 Subject to our obligations under the Non-Excludable Provisions and to the maximum extent permitted by law:

(a) except for our liability under clause 9.8, our maximum aggregate liability for all claims under or in connection with the Agreement or its subject matter, is limited to an amount equal to the amounts paid and payable by you under the Agreement;

(b) we are not liable for, and no measure of damages will, under any circumstances, include special, indirect, consequential, incidental or punitive losses or damages, whether or not such loss or damage was foreseeable and even if advised of the possibility of the loss or damage. Some jurisdictions do not allow for limitation of liability for incidental or consequential damages, so the limitations described above may not apply to you; and

(c) our liability to you under or in connection with the Agreement or its subject matter is reduced to the extent that your acts or omissions, or those of a third party, contribute to or cause such liability.

9.5 These limitations and exclusions apply regardless of the basis on which our liability arises, whether in contract, tort (including but not limited to negligence), in equity, under statute or on any other basis.

9.6 You indemnify us against any claim, action, proceeding or demand (“Claim”) by a third party arising from or in connection with:

(a) any breach of your obligations under any of the following clauses of the Agreement:

(i) clause 2.3 (The Ansarada Services);

(ii) clause 3.3 (Privacy and confidentiality – Your commitment to us); or

(iii) clause 6.2 (Intellectual property rights);

(b) our provision of access to Your Content as determined or instructed by you;

(c) Your Content, including but not limited to any Claim alleging that Your Content or our handling or processing of Your Content infringes the Intellectual Property Rights of a third party;

(d) any and all damages, losses, costs and expenses incurred by us in connection with any action or proceeding brought by a third party that is based on a material violation of you of any law, regulation, third party right or third party agreement governing the use of Your Content;

(e) any of our acts or omissions in reliance on false, misleading or incomplete information that you have provided to us, including without limitation all liability, damages, losses, costs, charges, outgoings, payments and expenses suffered or incurred in connection with any such Claim.

9.7 Notwithstanding Clause 9.6 above, you shall not be liable for, and no measure of damages will, under any circumstances, include special, indirect, consequential, incidental or punitive losses or damages, whether or not such loss or damage was foreseeable and even if advised of the possibility of the loss or damage. Some jurisdictions do not allow for limitation of liability for incidental or consequential damages, so the limitations described above may not apply.

9.8 We indemnify you against any Claim by a third party alleging that your use of the Ansarada Services as provided and in accordance with this Agreement and our instructions and policies infringes the Intellectual Property Rights of a third party, including without limitation all liability, damages, losses, costs, charges, outgoings, payments and expenses suffered or incurred in connection with any such Claim. For clarification, this indemnity does not apply to any of Your Content.

9.9 In respect of the indemnities set out in clauses 9.6 and 9.8:

(a) the indemnified party must:

(i) promptly notify the indemnifying party of any such Claim,

(ii) provide full authority to the indemnifying party to assume control of the defence and settlement of any such Claim, provided that the indemnified party will retain the right to defend or settle any portion of a Claim to the extent that it is not within scope of an indemnity under clause 8.6 or 8.7, provided it is not within scope of an indemnity;

(iii) cooperate with the indemnifying party (at the indemnifying party’s expense) in relation to the Claim; and

(iv) not make admissions in relation to the Claim without the prior consent of the indemnifying party (such consent not to be unreasonably withheld); and

(b) if the indemnifying party does not assume control of the defence and settlement of any such Claim within a reasonable period of time, the indemnified party will have the right to defend the Claim in such manner as it may consider appropriate.

9.10 We are not liable for any improper access, copying or corruption of information before it enters or once it leaves our systems.

9.11 We are not responsible for delays, disruptions or other faults in the Ansarada Services or Works caused by factors beyond our reasonable control, including but not limited to problems with the public internet or your computer systems, the acts and omissions of third parties, acts of God such as fires, storms, floods, earthquakes, or changes to laws or government actions. We are not responsible for any damage to any of your equipment or software resulting from your use of the Ansarada Services or Works.

9.12 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE ANSARADA SERVICES AND ANY WORKS IS AT YOUR SOLE RISK. THE ANSARADA SERVICES AND ANY WORKS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU FURTHER EXPRESSLY AGREE THAT NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE ANSARADA SERVICES OR WORKS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT AND THAT NO ACCOUNTING, FINANCIAL, GENERAL BUSINESS OR LEGAL ADVICE OR COUNSEL IS GIVEN OR SHALL BE DEEMED TO HAVE BEEN GIVEN BY THE ANSARADA SERVICES OR WORKS.

9.13 Some of the Ansarada Services or Works may provide recommendations, comments and prompts, including but not limited to predictive insights or statistical analysis. These will not take account of your particular objectives or circumstances and are not a substitute for legal, accounting or other professional advice. You should determine independently or, with the aid of appropriate professional advice, whether and how to proceed with any recommendations, comments or prompts provided to you.

9.14 Where a search function is enabled in the Ansarada Services, we cannot guarantee that the results provided by that function are complete or accurate since the search results are affected by the formatting of the information in the Ansarada Services and the search criteria specified by Your Users.

9.15 The Ansarada Services may provide you access to, and usage of any of our websites, as well as other applicable services such as Windows or Apple applications, in accordance with the specific products you access within the Ansarada Services. From time to time, applications may be delivered to you via the Apple App Store (iOS), the Apple Mac App Store (MacOS), and the Microsoft Windows Store (Windows), the availability and timing for which Ansarada does not directly or indirectly control. Accordingly, any availability or reliability for these stores are excluded from any warranties within this Agreement, or any Service Level Guarantees.

10. Any suggestions or (dare we say it) complaints

10.1 We are always happy to discuss any suggestions you have about how the Ansarada Services can be improved, or any complaint you may have about them.

10.2 We will investigate and try to resolve any complaint as quickly as possible.

11. Dispute resolution

11.1 If a dispute arises out of or relates to this Agreement, either party may in its discretion refer the dispute to arbitration, which must be conducted in accordance with the UNCITRAL Arbitration Rules (the “Rules”), and each of the additional sections set out in Division 3 of Part III of the International Arbitration Act 1974 (Cth) will also apply.

11.2 The number of arbitrators appointed will be one. The arbitration will be conducted under the law governing this Agreement, as set out in clause 12.1. The place of arbitration will be Sydney, Australia and the language of the arbitration will be English.

11.3 In the event of any conflict between this clause 11 and the Rules, this clause 11 will take precedence over the Rules to the extent of the conflict.

12. Publicity

12.1 You grant us the right to use your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to your standard trademark usage guidelines as provided to us from time-to-time. If You do not wish us to use your company name and logo as described in this clause 12.1 then you may advise us by email at [email protected].

13. A few last points to consider

13.1 This Agreement will be governed by the following laws, depending on where you are incorporated or established:

(a) if you are incorporated or established in Australia or Asia (except in China or Hong Kong), the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia;

(b) if you are incorporated or established in China or Hong Kong, the laws of Hong Kong. Each party submits to the non-exclusive jurisdiction of the courts of Hong Kong;

(c) if you are incorporated or established in Europe (except in Germany or The Netherlands) or Africa, the laws of England and Wales. Each party submits to the non-exclusive jurisdiction of the courts of England and Wales;

(d) if you are incorporated or established in Germany, the laws of Germany. Each party submits to the jurisdiction of the courts of Frankfurt am Main;

(e) if you incorporated or established in The Netherlands, the laws of The Netherlands. Each party submits to the non-exclusive jurisdiction of the courts of Amsterdam; and

(f) if you are incorporated or established in North America or South America, the laws of Illinois, United States. Each party submits to the exclusive jurisdiction of the United States District Court for the Northern District of Illinois, and, only if there is no federal subject matter jurisdiction, any state court of Illinois sitting in Chicago.

13.2 Nothing in this Agreement limits any liability you or we may have in connection with any representations or other communications (either oral or written) made prior to or during the term of this Agreement, to the extent that such liability cannot by law be excluded.

13.3 Subject to clause 13.2, this Agreement constitutes the entire agreement between you and us in connection with the Ansarada Services and will supersede all previous communications (either oral or written) between you and us with respect to the subject matter of this Agreement.

13.4 If either party decides not to enforce a particular provision of the Agreement in one instance, that decision does not prevent that party from subsequently enforcing that same provision or any other provision.

13.5 Any part of the Agreement that is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of the Agreement is not affected.

13.6 As our business evolves, we may change this Agreement and the other components of the Ansarada Services (except any Order Forms). If we make a material change to the Agreement, we will provide you with reasonable notice prior to the change taking effect by messaging you through the Ansarada Services or on our website. Pricing during any automatic renewal term will be the same as that during the immediately prior term unless we have given you written notice of any pricing increase at least 90 calendar days before the end of that prior term, in which case the pricing increase will be effective at the time of renewal and thereafter. You can review the most current version of the Customer Agreement at any time by visiting this page. If you renew the Ansarada Services after we change this agreement, that will constitute your acceptance of any revised terms and conditions from the beginning of any renewal term.

13.7 You may not assign the Agreement or any part of it, or transfer any of your rights under it, to a third party without our prior written consent. We may not assign the Agreement or any part of it, or transfer any of our rights under it, without your prior written consent, except where such assignment or transfer is in connection with an internal restructure of our business or where we sell or divest some or all of our business in which case we may do so by notifying you accordingly.

13.8 The provisions of the Agreement that by their nature survive termination or expiry of the Agreement will do so.

13.9 Each person subject to this Agreement represents and warrants that he or she has full and legal authority to enter into and bind the party whom you are acting on behalf of by entering into this Agreement and acknowledges, understands and agrees that the Agreement is enforceable against that party on whose behalf you are acting.

13.10 Any breach of this Agreement gives us the right to terminate your (and any other user connected with you) access to the Ansarada Services, acting reasonably. 

European / United Kingdom Data Processing Terms

1. Applicability

This Schedule shall apply where Ansarada processes personal data of data subjects that are located in the European Economic Area (the “EEA”), or the United Kingdom, or where Ansarada processes personal data on your behalf where you are established in the EEA or the United Kingdom and shall take priority over any other provision of this Agreement to the extent of any conflict or inconsistency between this Schedule and any other provision of this Agreement.

2. Relationship of the Parties

2.1 Each Party shall comply with its obligations under this Schedule and under Data Protection Law with respect to the types of personal data it processes and according to its responsibilities as a controller or processor (as appropriate) for the relevant personal data.

2.2 Without limiting clause 2.1, the Parties agree that:

(a) Ansarada shall be a controller with respect to the processing of CRM Data, User Data, and of Content Data (but the latter only to the extent it is processed to comply with its own obligations underApplicable Law); and

(b) you shall be the controller of and Ansarada shall be a processor of Content Data (unless (i) Ansarada is processing Content Data to comply with its own obligations under Applicable Law, or (ii) unless you are acting as a processor of Content Data on behalf of a third party, in which case you shall be a processor and Ansarada shall be sub-processor of the Content Data, but for the purposes of this Schedule you shall be treated as a controller and Ansarada shall be treated as a processor).

3. Controller obligations

3.1 Whenever a Party is acting in a capacity as a controller in relation to personal data, it shall comply in all respects with Data Protection Law in respect of such personal data, including:

(a) by processing personal data fairly and lawfully;

(b) by implementing appropriate technical and organisational measures to protect the personal data against Data Security Incidents;

(c) by obtaining any consents required for its processing of personal data, particularly where sensitive personal data or special categories of personal data are processed; and

(d) by complying with its obligations with respect to data subject rights in relation to the personal data.

3.2 As the controller with respect to Content Data, you accept full responsibility for obtaining all consents necessary for, and otherwise for having lawfully grounds to process, Content Data that is processed in connection with Ansarada’s performance of the Ansarada Services.

4. Processor obligations

Where Ansarada is processing personal data on your behalf, whether as a processor or subprocessor, but not as a controller or joint controller, the following provisions shall apply:

4.1 Purpose limitation

Ansarada shall process the personal data as necessary to perform its obligations under this Agreement (the “Permitted Purpose”). In no event shall Ansarada process the personal data for its own purposes or those of any third party.

4.2 Documented instructions 

Ansarada shall process the personal data only on documented instructions from you, which may include the instructions set out in this Agreement, and shall immediately inform you if, in its opinion, an instruction infringes Data Protection Law, unless prohibited from doing so by Applicable Law.

4.3 Categories of personal data

The Parties agree that this Agreement sets out the categories of personal data, including Content Data, that are processed in connection with this Agreement. It is the controller’s responsibility to determine if any further details of Ansarada’s processing of such personal data need to be recorded in this Agreement to comply with Data Protection Law and Ansarada shall act in good faith to cooperate with any reasonable request to do so.

4.4 Confidentiality of processing

Ansarada shall ensure that any person that it authorises to process the personal data (including Ansarada’s staff, agents and sub-processors) (each an “Authorised Person”) shall be under an obligation (whether under contract or statute) to keep the personal data confidential.

4.5 Security

Ansarada shall implement appropriate technical and organisational measures to protect the personal data from Data Security Incidents. Such measures shall have regard to the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.

4.6 Sub-processing

Ansarada shall be authorised to engage third parties to process personal data on behalf of the controller, provided that it notifies you of such engagement (each, an “Authorised Sub-Processor”). A list of Authorised Sub-Processors can be found at https://www.ansarada.com/subprocessors.

Ansarada may change and update this list from time to time and you should check it regularly. You are given notice of all Authorised Sub-Processors on this list. This Agreement is a general written authorisation by the you to allow Ansarada to use the Authorised Sub-Processors to process personal data. Ansarada will ensure that there is in place a written contract between Ansarada and each Authorised Sub-Processor that specifies the Authorised Sub-Processor’s processing activities and imposes on the Authorised Sub-Processor equivalent terms as those imposed on Ansarada in this clause 4 (in the case of clause 4.12 subject to the provisions relating to Authorised Sub-Processors set out in that clause). Ansarada will remain responsible for the acts and omissions of Authorised Sub-Processors in respect of their processing of personal data as if they were its own. Where Ansarada is instructed by you to grant access to personal data to a third party who is contracted to you (a “Contracted Third Party”), the Contracted Third Party shall not be a sub-processor of Ansarada for the purposes of this clause 4.6 and you shall have sole responsibility for putting in place an appropriate data processing agreement with the Contracted Third Party that complies with Data Protection Law.

4.7 Cooperation

Ansarada shall:

(a) taking into account the nature of the processing, assist you by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the controller’s obligation to respond to requests for exercising data subjects’ rights, provided that Ansarada shall not be required to comply with any requests to access, amend, update, erase or restrict processing of any Content Data to the extent that you can access, amend, update, erase or restrict the processing of the Content Data using the functionality and settings made available in connection with the Ansarada Services;

(b) assist the controller in implementing appropriate technical and organisational measures against Data Security Incidents, completing data protection impact assessments and notifying Data Security Incidents to the competent supervisory authority or to the data subjects concerned, as required by Data Protection Law and taking into account the nature of the processing and the information available to Ansarada.

If compliance with this clause 4.7 or provisions referencing this clause 4.7 requires: (i) a change to the Ansarada Services, (ii) a change to this Agreement, or (iii) the expenditure of material effort or cost that is not provided in this Agreement, then either Party may raise this in accordance with the change control procedure or, in the absence of any such change control procedure, by discussing the same in good faith. For avoidance of doubt, Ansarada shall not be required to provide any assistance under this clause 4.7 that would result in any change or expenditure referred to in paragraph (i) to (iii) of this clause 4.7, except if and to the extent that a suitable change is agreed to this Agreement.

4.8 Data protection impact assessments

If Ansarada believes or becomes aware that its processing of personal data is likely to result in a high risk to the data protection rights and freedoms of data subjects, we shall inform you and provide you with assistance to conduct a data protection impact assessment in accordance with clause 4.7.

4.9 Data Security Incidents

(a) Upon becoming aware of a Data Security Incident, Ansarada shall inform you without undue delay and shall provide such timely information and assistance in accordance with clause 4.7 as you may reasonably require in order to fulfil your data breach reporting obligations under Data Protection Law and to mitigate the effects of the Data Security Incident.

(b) You understand and accept that the performance by Ansarada of certain Ansarada Services may carry a risk to you of loss or corruption of data. Ansarada’s obligations in respect of data backup or retention shall be set out in the Agreement. You understand and accept that, save to the extent of any obligations detailed in this Agreement, you shall bear full responsibility for the loss or corruption of data that may result from a Data Security Incident.

4.10 Subject access requests

Ansarada shall promptly notify you if it receives a request from a data subject to exercise their rights in respect of their personal data and shall provide such assistance to you as may be required in accordance with clause 4.7. Ansarada shall be entitled to render such charges or recover such costs associated with destroying or returning personal data to the controller or joint controller (as appropriate) as provided in this Agreement or, if no such charges or costs are provided in this Agreement, such reasonable costs that Ansarada can evidence.

4.11 Deletion or return of personal data

Upon termination or expiry of this Agreement, Ansarada shall (at the other Party’s election) destroy or return to the other Party all personal data (including all copies of the personal data) in its possession or control (including any personal data that is processed by an Authorised Sub-Processor) or alternatively make such facilities available to you using the functionality or settings for the Ansarada Services to enable you to delete the personal data in question. This requirement shall not apply to the extent that Ansarada is required by any Applicable Law to retain some or all of the personal data, in which event Ansarada shall isolate and protect the personal data from any further processing except to the extent required by such Applicable Law. Ansarada shall be entitled to render such charges or recover such costs associated with destroying or returning personal data to the controller or joint controller (as appropriate) as provided in the Agreement or, if no such charges or costs are provided in the Agreement, such reasonable costs that Ansarada can evidence.

4.12 Information and audit

Ansarada shall make available to you all information necessary to demonstrate compliance with theobligations set out in this clause 4 and allow for and contribute to audits, including inspections,conducted by the controller or another auditor mandated by the controller, except if and to the extent that providing such information or permitting such an audit would place Ansarada in breach of Applicable Law or cause it to infringe the rights (including rights in intellectual property or confidential information) of any of Ansarada’s other customers. No more than one audit may be carried out in any calendar year, except if and when required by instruction of a competent data protection authority. Ansarada shall be entitled to recover its costs of complying with this clause 4.12. Where Ansarada has appointed a third party auditor to assess any of its technical or organisational measures to protect against Data Security Incidents for the purposes of any industry certification or otherwise (such as ISO 27001 compliance), Ansarada may share a copy of the auditor’s certificate and an executive summary of its findings, in lieu of providing other information or allowing for other audits by the controller or another auditor under this clause 4.12. Ansarada shall not be required to comply with any requests for Content Data to the extent that such Content Data can be accessed using the Ansarada Services or the functionality or settings made available by Ansarada. The provision of audit rights in relation to any Authorised Sub-Processor shall be limited to the standard audit provisions offered by that Authorised Sub-Processor.

5. International transfers

5.1 The Parties acknowledge that Ansarada is located in a territory outside of the EEA and the United Kingdom that is not an Adequate Territory under the GDPR or the UK GDPR. Any personal data transfer from the EEA to a location outside the EEA in a country or territory that is not an Adequate Territory, shall be subject to the Model Clauses (Module I: Controller to Controller when Ansarada is controller, and Module II: Controller to Processor when Ansarada is processor). Any personal data transfer from the UK to a location outside the UK in a country or territory that is not an Adequate Territory, shall be subject to the Model Clauses as amended by the UK International Data Transfer Addendum. For the purposes of the Model Clauses, the Parties acknowledge and agree as follows:

(a) you will be the data exporter and will be deemed to have entered into the Model Clauses in its own name and on its own behalf in relation to the personal data disclosed to Ansarada;

(b) Ansarada will be deemed to have entered into the Model Clauses in its own name and on its own behalf in relation to the personal data disclosed to it by you (and shall also be deemed to have entered into the Model Clauses on behalf of any related entities in its corporate group that are also located in a territory outside of the EEA and the UK that is not an Adequate Territory);

(c) the descriptions of the categories of personal data that are transferred in this Agreement shall be incorporated based on the definitions in this Agreement (that is, CRM Data, User Data and Content Data, as appropriate);

(d) the provisions of any technical and organisational security measures agreed in the Agreement will be deemed to be set out in Appendix 2 to the Model Clauses;

(e) the Parties have agreed to delete optional clauses 7 and 11 (a) second para. of the Model Clauses;

(f) the Parties have agreed to choose option 2 under clause 9 of the (controller to processor) Model Clauses, it being understood that Ansarada shall specifically inform you in writing of any intended changes to that list through the addition or replacement of sub-processors at least five days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s);

(g) where and to the extent that the Model Clauses apply pursuant to this clause 5, if there is any conflict between this Agreement and the Model Clauses, the Model Clauses will prevail.

5.2 Where Ansarada is acting as a processor, it shall not permit any onward transfer of personal data to a third country located outside the EEA or the UK (other than the place in which Ansarada is established) unless:

(a) Ansarada first puts in place adequate transfer mechanisms to ensure the transfer is in compliance with Data Protection Law;

(b) Ansarada or the relevant Authorised Sub-Processor is required to transfer the personal data to comply with Applicable Law, in which case Ansarada will notify you of such legal requirement prior to such transfer unless such Applicable Law prohibits such notice from being given to you;

(c) Ansarada is entitled to rely on a permitted derogation under Data Protection Law in order to transfer the personal data outside of the EEA or the UK, which may include circumstances where (among other things): (i) the transfer is necessary for the performance of a contract between the data subject and the controller or the implementation of pre-contractual measures taken at the data subject’s request; (ii) the transfer is necessary for the conclusion or performance of a contract concluded in the interest of the data subject between the controller and another person; or (iii) the transfer is necessary for the establishment, exercise or defence of legal claims; or

(d) it is instructed by the Customer to do, including through the Customer, or its authorized users accessing the Content Data from such a third country, it being understood and acknowledged that inthat case, it is the sole responsibility of the Customer to ensure compliance of the resulting international transfer with Data Protection Law.

5.3 Ansarada will be able to use the United Kingdom’s Information Commissioner’s Office (ICO) International Data Transfer Addendum to the EU Commission Standard Contractual Clauses as a transfer mechanism to comply with the requirement under Article 46 of the UK GDPR to provide appropriate safeguards for personal data when it is transferred from the United Kingdom to countries which are not covered by the United Kingdom’s adequacy regulations. For the avoidance of doubt: 

The United Kingdom has adequacy regulations in relation to the EEA. This Addendum can be found in Annex IV.

5.4 For the purposes of clause 5.2(a), the adequate transfer mechanisms may include: (i) transferring the personal data to a recipient in an Adequate Territory, (ii) transferring the personal data to a recipient that has achieved binding corporate rules authorisation in accordance with Data Protection Law, or (iii) transferring the personal data to a recipient that has executed the Model Clauses necessary for the relevant transfer to comply with Data Protection Law.

6. Administrative matters

You acknowledge that Ansarada has appointed Ansarada UK Limited as its representative and that the ICO is Ansarada’s lead supervisory authority for the purposes of Data Protection Law. You may provide notices to Ansarada UK Limited in addition to Ansarada’s other relevant contacts for the purposes of administering the rights and obligations set out in this Agreement or under Data Protection Law.

7. Definitions

In this Schedule:

“Adequate Territory” means a territory outside of the European Economic Area (“the EEA”) that has been designated by the European Commission as ensuring an adequate level of protection pursuant to EU Privacy Law.

“Applicable Law” means applicable law, statute, bye-law, regulation, order, regulatory policy, guidance or industry code, rule of court or directives or requirements of any regulatory body, delegated or subordinate legislation or notice of any regulatory body.

“Content Data” means the content (comprising any speech, music, sounds, visual images or data of any description) created, provided, posted, hosted, uploaded, stored, communicated or displayed when using the Ansarada Services.

“CRM Data” means any personal data of staff or representatives of a Party which is processed by the other Party for the purposes of managing the Ansarada Services, administering a Services Agreement or marketing products or services to that Party.

“Data Security Incident” means the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed.

“Data Protection Law” means:

(a) prior to 25 May 2018, Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the processing of personal data and on the free movement of such data;

(b) on and after 25 May 2018, the GDPR;

(c) Directive 2002/58/EC of the European Parliament and of the Council on privacy and electronic communications; and

(d) the UK GDPR; or other such statutory provisions which modify consolidate, re-enact or supersede these acts and regulations.

“Effective Date” has the meaning given at the top of this Agreement.

“European Economic Area” (or the“ EEA”) means the Member States of the European Economic Area as it is made up from time to time, comprising the Member States of European Union and such other countries that are party to the Agreement on the European Economic Area that entered into force on 1 January 1994, including the United Kingdom.

“GDPR” means Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

“Model Clauses” means model clauses for the transfer of personal data to Controllers or Processors (as appropriate) established in third countries approved by the European Commission from time to time (available online at http://ec.europa.eu/justice/data-protection/document/internationaltransfers/transfer/index_en.htm), as such model clauses may be amended or superseded by the European Commission from time to time.

“Parties” means Ansarada and you and “Party” means either of them.

“UK International Data Transfer Addendum” means the International Data Transfer Addendum to the Model Clauses issued by the Information Commissioner’s Office (ICO) from time to time (available online at https://ico.org.uk/for-organisations/guide-to-data-protection/guide-to-the-general-dataprotection-regulation-gdpr/international-data-transfer-agreement-and-guidance/), as such addendum may be amended or superseded by the Information Commissioner’s Office from time to time.

“UK GDPR” means the UK General Data Protection Regulation and the Data Protection Act 2018.

“User” means any end user or administrator of a Service.

“User Data” means personal data regarding Users which is not Content Data or CRM Data. Such personal data include user IDs, passwords, authenticators, addresses (including MAC addresses, IP addresses and email addresses) and telephone numbers.