Master Subscription Agreement

"Applications" means the various software applications that comprise the Waymaker Platform, including:

• •Advisor: AI-powered strategic guidance and business consulting tools
• •Commander: Executive dashboard, analytics, and reporting suite
• •Waymaker One: Central platform hub, user management, and administration
• •CX: Customer journey and experience management tools
• •Academy: Learning management system and training platform
• •Help: Documentation and support portal
• •UI Design System: Component library and design tools
• •Docs: Technical documentation platform
• •API: Waymaker One API for AI services, integrations, and programmatic access

2.1 Provision of Platform Services

Subject to the terms and conditions of this Agreement, Company will make the Platform Services available to Customer 24 hours a day, 7 days a week, except for: (a) planned downtime (for which Company shall give advance electronic notice), and (b) any unavailability caused by circumstances beyond Company's reasonable control, including acts of God, Internet service provider failure, or denial of service attacks.

2.2 Platform Applications Access

Customer's subscription may include access to any combination of the following as specified in the Order Form:

• •Core Platform Services: Waymaker One hub, user authentication and management, basic reporting, help documentation (included with all subscriptions)
• •Application Suites: Strategic Suite (Advisor + Commander), Customer Suite (CX), Learning Suite (Academy), Developer Suite (API access + technical docs)
• •Usage-Based Services: Waymaker One API calls, AI processing credits, storage capacity, advanced analytics processing

2.3 Support Services

Company will provide Customer with standard support, which includes:

• •Email support during business hours (9 AM - 5 PM AEST, Monday-Friday)
• •Access to online documentation and help resources
• •Bug fixes and patches
• •Platform updates and new features

Premium support options are available as specified in separate Order Forms.

2.4 Platform Modifications

Company reserves the right to modify the Platform Services from time to time, including adding new features, modifying existing features, or removing features. Company will use reasonable efforts to notify Customer of material adverse changes to the Platform Services.

2.5 API Services Terms

• •Rate Limiting: Company reserves the right to implement rate limiting to ensure platform stability
• •API Versioning: Company will maintain backward compatibility for at least 12 months after announcing deprecation of any API version
• •API Keys: Customer is responsible for securing API keys. Company may revoke compromised keys without notice
• •AI Token Usage: AI processing tokens and quotas are governed by Company's pricing policy and may be updated with reasonable notice

2.6 Beta Services

Beta Services are provided "as-is" without any warranties, service level commitments, or support obligations. Company may discontinue Beta Services at any time without notice. Customer acknowledges that Beta Services may not work correctly with other portions of the Platform Services.

3.1 Restrictions

Customer shall not, directly or indirectly:

• •Reverse engineer, decompile, or disassemble the Platform Services
• •Modify, translate, or create derivative works based on the Platform Services
• •Use the Platform Services for timesharing or service bureau purposes
• •Remove any proprietary notices or labels
• •Use any Waymaker trademarks without prior written consent
• •Interfere with or disrupt the integrity or performance of the Platform Services

3.2 Customer Responsibilities

Customer is responsible for:

• •Compliance with this Agreement by all Authorized Users
• •The accuracy, quality, and legality of Customer Content
• •Maintaining the confidentiality of user credentials and managing access permissions
• •Using the Platform Services in compliance with applicable laws and regulations
• •Providing necessary equipment, software, and internet connectivity

3.3 Acceptable Use Policy

Customer agrees not to use the Platform Services to:

• •Upload or transmit any malicious code
• •Violate any applicable laws or regulations
• •Infringe upon the rights of any third party
• •Send spam or other unsolicited communications
• •Engage in fraudulent or deceptive practices
• •Attempt to gain unauthorized access to any systems or networks
• •Use excessive resources that impair service for other customers
• •Resell or redistribute the Services without written authorization

3.4 AI Services Specific Terms

When using AI-powered features, Customer shall not:

• •Use AI outputs for automated decision-making in regulated industries without appropriate human review
• •Submit personal data of individuals without appropriate legal basis
• •Attempt to extract or reverse engineer AI models or training data
• •Use AI services to generate harmful, misleading, illegal, or inappropriate content

3.5 Suspension Rights

Company may immediately suspend Customer's access if:

• •Customer breaches Sections 3.1, 3.3, or 3.4
• •Customer's use poses a security risk to the Platform or other customers
• •Customer is in breach of payment obligations for more than 30 days
• •Required by law enforcement, regulatory authorities, or court order

4.1 Definition of Confidential Information

"Confidential Information" means all information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms of this Agreement, business and marketing plans, technology and technical information, product designs, and business processes.

4.2 Confidentiality Obligations

The Receiving Party shall:

• •Hold the Disclosing Party's Confidential Information in confidence
• •Not disclose such Confidential Information to third parties without prior written consent
• •Not use such Confidential Information for any purpose outside the scope of this Agreement
• •Protect such information using at least the same degree of care as it uses for its own confidential information, but in no event less than reasonable care

4.3 Exceptions

Confidential Information does not include information that:

• •Is or becomes publicly known through no breach of this Agreement
• •Is rightfully received from a third party without breach of any confidentiality obligation
• •Is independently developed without use of or reference to the Confidential Information
• •Is required to be disclosed by law or court order, provided reasonable advance notice is given

4.4 Customer Data Ownership

Customer retains all right, title, and interest in and to Customer Content. Customer grants Company a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, display, and process Customer Content solely as necessary to provide the Platform Services to Customer.

4.5 Platform Ownership

Company retains all right, title, and interest in and to the Platform Services, including all improvements, enhancements, modifications, and derivative works thereof. This Agreement does not grant Customer any intellectual property rights in the Platform Services except as expressly set forth herein.

4.6 Aggregated and Anonymized Data

Company may collect, use, and disclose aggregated and anonymized data derived from Customer's use of the Platform Services for product improvement, benchmarking, and research purposes. Such data will not identify Customer or any individual.

4.7 Publicity

Company may identify Customer as a customer and use Customer's name and logo in marketing materials, customer lists, and financial reports. Customer may opt out of such use by written notice to Company.

5.1 Fees

Customer will pay Company the fees set forth in the Order Form. Subscription fees are based on the number of Authorized Users and Applications subscribed, not actual usage. Subscription fees are payable in advance on a monthly or annual basis. Usage-based fees (such as API calls or storage overages) are billed monthly in arrears. Fees are non-refundable except as expressly provided in this Agreement.

5.2 Invoicing and Payment

Company will invoice Customer in accordance with the billing frequency stated in the Order Form. Unless otherwise specified, all invoices are due within thirty (30) days of the invoice date. Customer is responsible for providing complete and accurate billing and contact information and notifying Company of any changes.

5.3 Overdue Charges

If any invoiced amount is not received by the due date, those charges may accrue late interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less. Company may suspend Customer's access to the Platform Services until such amounts are paid in full, provided Company has given Customer at least ten (10) days' written notice.

5.4 Taxes

Company's fees do not include any taxes, levies, duties, or similar governmental assessments. Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Company's net income. If Company has the legal obligation to pay or collect Taxes for which Customer is responsible, Company will invoice Customer and Customer will pay that amount unless Customer provides a valid tax exemption certificate.

5.5 Fee Changes

Company may increase fees upon sixty (60) days' notice for monthly subscriptions or upon the renewal date for annual subscriptions. Customer may terminate this Agreement if it does not agree to the fee increase by providing written notice within thirty (30) days of receiving notice of the fee increase. AI token pricing may be adjusted with thirty (30) days' notice to reflect market conditions.

6.1 Subscription Term

This Agreement commences on the Effective Date and continues until terminated. The initial Subscription Term is specified in the Order Form. For annual subscriptions, Company will send a renewal reminder at least sixty (60) days before the end of the Subscription Term. Subscriptions will automatically renew for additional periods equal to the expiring Subscription Term, unless either party gives written notice of non-renewal at least thirty (30) days prior to the end of the relevant Subscription Term.

6.2 Termination for Cause

Either party may terminate this Agreement: (a) upon thirty (30) days' written notice of a material breach if such breach remains uncured at the expiration of such period; or (b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency or liquidation.

6.3 Termination for Convenience

For monthly subscriptions, either party may terminate for convenience upon thirty (30) days' written notice. Annual subscriptions may not be terminated for convenience.

6.4 Effect of Termination

Upon termination or expiration of this Agreement:

• •All rights granted to Customer will immediately terminate
• •Customer will immediately discontinue all use of the Platform Services
• •Each party will return or destroy all Confidential Information
• •Company will make Customer Content available for export for thirty (30) days, after which Company may delete all Customer Content
• •All accrued rights to payment and provisions that by their nature should survive will survive

6.5 Refund Policy

If Company terminates for cause or Customer terminates for convenience, Customer will not be entitled to any refunds. If Customer terminates for Company's uncured material breach, Company will refund any prepaid fees covering the remainder of the Subscription Term after the effective date of termination.

7.1 Company Warranties

Company represents and warrants that:

• •It has the legal power and authority to enter into this Agreement
• •The Platform Services will perform materially in accordance with the applicable Documentation
• •It will use industry-standard measures to screen the Platform Services for malicious code
• •It will provide the Platform Services in a professional and workmanlike manner

7.2 Customer Warranties

Customer represents and warrants that:

• •It has the legal power and authority to enter into this Agreement
• •It has obtained all necessary rights and consents to provide Customer Content to Company
• •Customer Content does not violate any applicable laws or infringe any third-party rights
• •It will use the Platform Services in compliance with applicable laws and this Agreement

7.3 Disclaimer

7.4 Third-Party Services Disclaimer

COMPANY DISCLAIMS ALL LIABILITY WITH RESPECT TO THIRD-PARTY SERVICES. THE USE OF ANY THIRD-PARTY SERVICES IS AT CUSTOMER'S OWN RISK AND SUBJECT TO THE TERMS AND CONDITIONS OF SUCH THIRD PARTIES.

8.1 Company Indemnification

Company will defend Customer against any claim that the Platform Services infringe or misappropriate a third party's intellectual property rights, and will indemnify Customer from any damages finally awarded or agreed in settlement, provided that Customer:

• •Promptly notifies Company of the claim
• •Gives Company sole control of the defense and settlement
• •Provides reasonable assistance at Company's expense

If the Platform Services become subject to an IP claim, Company may obtain the right for Customer to continue using the Services, modify them to be non-infringing, replace them with non-infringing alternatives, or if none are commercially reasonable, terminate the affected Services and refund prepaid fees.

8.2 Customer Indemnification

Customer will defend Company against any claim arising out of: (a) Customer Content; (b) Customer's use of the Platform Services in violation of this Agreement or applicable law; or (c) Customer's use of Third-Party Services, and will indemnify Company from any damages finally awarded or agreed in settlement, provided that Company provides prompt notice, control of defense, and reasonable assistance.

8.3 Exclusive Remedy

This Section 8 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this section.

9.1 Limitation on Indirect Damages

9.2 Limitation on Direct Damages

9.3 Acknowledgment

THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION 9 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS.

10.1 Privacy Policy

Company's collection and use of personal information in connection with the Platform Services is described in Company's Privacy Policy, which is incorporated by reference.

10.2 Data Processing

To the extent Company processes personal data on behalf of Customer, Company will:

• •Process such personal data only in accordance with Customer's documented instructions
• •Implement appropriate technical and organizational measures to protect the personal data
• •Assist Customer in responding to data subject requests to the extent reasonably possible
• •Delete or return all personal data upon termination, unless retention is required by law

10.3 Security Measures

Company will maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Content. These safeguards will include measures for preventing unauthorized access, use, modification, deletion, and disclosure.

10.4 Data Location

Customer Content may be stored and processed in Australia and any other countries where Company or its subprocessors maintain facilities. By using the Platform Services, Customer consents to this storage and processing.

10.5 Security Incident Response

Company will notify Customer without undue delay and in no event later than 72 hours after becoming aware of any security incident. Notification will include the nature of the incident, affected records, likely consequences, and measures taken to address it.

11.1 Governing Law

This Agreement is governed by the laws of Queensland, Australia, without regard to its conflict of laws principles. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

11.2 Dispute Resolution

Any dispute arising out of or relating to this Agreement will be resolved through: (a) negotiation between senior executives; (b) if not resolved within thirty (30) days, non-binding mediation; and (c) if not resolved within sixty (60) days, litigation in the courts of Queensland, Australia.

11.3 Notice

All notices under this Agreement must be in writing and will be deemed given when delivered personally, sent by confirmed email, sent by certified mail, or sent by overnight courier, in each case to the addresses specified in the Order Form or registration details.

11.4 Assignment

Customer may not assign this Agreement without Company's prior written consent. Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

11.5 Entire Agreement

This Agreement, including all Order Forms and exhibits, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

11.6 Severability

If any provision of this Agreement is held by a court to be contrary to law, the provision will be deemed null and void, and the remaining provisions will continue in effect.

11.7 Force Majeure

Neither party will be liable for any delay or failure to perform any obligation under this Agreement (except for payment obligations) due to events beyond its reasonable control, such as acts of God, natural disasters, war, terrorism, riots, labor disputes, or internet service interruptions.

11.8 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

11.9 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns and nothing herein will be construed to create any third-party beneficiary rights.

A.1 Service Availability

Company will use commercially reasonable efforts to maintain a Monthly Uptime Percentage of at least 99.9% during each calendar month.

A.2 Definitions

"Monthly Uptime Percentage" means the total number of minutes in a calendar month minus the number of Downtime minutes in such month, divided by the total number of minutes in such month, expressed as a percentage.

"Downtime" means a period of five (5) consecutive minutes during which the Platform Services are unavailable to Customer. Downtime does not include:

• •Scheduled maintenance (with advance notice, maximum 4 hours per month)
• •Force majeure events
• •Issues caused by Customer or third parties
• •Beta, trial, or free tier services
• •Lack of internet connectivity on Customer's end

A.3 Service Credits

If the Monthly Uptime Percentage falls below 99.9%, Customer will be eligible for a service credit as follows:

• •99.0% - 99.9%: 5% credit
• •95.0% - 99.0%: 10% credit
• •Below 95.0%: 20% credit

Service credits will be applied to future invoices and are Customer's sole remedy for service availability issues.

A.4 Credit Request Process

To receive a service credit, Customer must submit a written request within thirty (30) days after the end of the month in which the Downtime occurred, including relevant details about the claimed Downtime.

A.5 Repeated SLA Failures

If Monthly Uptime Percentage falls below 99.0% for three (3) months in any twelve (12) month period, Customer may terminate this Agreement for cause upon thirty (30) days' written notice.