Subscriber Agreement

1. Background

During the Term, SignedX agrees to provide the Subscriber with services relating to the electronic signing of documents and associated services through the Platform using electronic envelopes and text messages (Services).

These terms and conditions (Terms) apply to any Services that SignedX provides to a Subscriber. By accepting the Services, the Subscriber confirms that it has read, understood and agrees to these Terms.

In these Terms, "SignedX", "we" or "us" means SignedX Pty Ltd ACN 697 814 047 and its Personnel, and "you" or "Subscriber" means the person(s) requesting the Services from time to time.

2. Services

2.1 General

You acknowledge and agree that:

• you are required to hold a valid Subscription as part of your receipt of the Services; and

• SignedX may vary the scope of the Services from time to time. Any additional or varied services we provide will be governed by these Terms, except where such services are governed by separate terms available on our Website.

2.2 Standard of Services

SignedX agrees to perform the Services with due care, skill and diligence, in a timely manner, and in accordance with all applicable Laws relating to the performance of the Services.

SignedX will maintain, at its cost, any licences, accreditations, certifications or registrations required by law to perform the Services.

3. Subscriber's obligations

3.1 General

You must:

• hold a Subscription to qualify for the Services;

• use the Services only for a lawful and reasonable purpose, and not in any way to harass, intimidate or unreasonably offend any person, including a Recipient;

• have all resources necessary to access and use the Platform, including hardware, software, telecommunication resources and internet access;

• co-operate with SignedX in all matters relating to the Services;

• provide SignedX with true and relevant information regarding the Recipient; and

• comply with all applicable Laws, our reasonable instructions and recommendations relating to the Services and your use of the Platform, the Acceptable Use Policy, and these Terms.

3.2 Prohibited use

You must not, and must not permit your Personnel or any third party to, access or use the Services or the Platform:

• to develop, construct or operate products or services in competition with the Services or the Platform; or

• where you, your Personnel or such third party is a direct competitor of SignedX or operates products or services in direct competition with us.

4. Fees and invoicing

4.1 Fees

In consideration of SignedX providing the Services, you must pay the Fees.

The Fees are payable:

• where, in SignedX's reasonable opinion, an electronic envelope or text message has been Sent in connection with the Services, and for each Use of any envelope or text message; and

• regardless of any errors, delays, failure to transmit, decline of the relevant Service by the Recipient, voiding by you, or other similar circumstances.

The Fees are exclusive of GST and other similar taxes and surcharges, and net of withholding or other similar taxes.

4.2 Invoicing and payment

SignedX will invoice you for the Fees on or around the end of each month during the Term, and otherwise in accordance with the process and conditions set out in your Account.

You must pay each invoice within 14 days of receipt unless otherwise stated on the invoice.

Prior to receiving the Services, you must provide SignedX with a Valid Payment Method. You authorise us to debit funds using your Valid Payment Method to satisfy all Fees payable.

4.3 Review of Fees

SignedX may amend the Fees at any time by providing at least 14 days' notice (Review Notice). If you do not agree, you may terminate these Terms by giving written notice within 7 days of receiving a Review Notice. If you do not terminate during that period, the new Fees apply from the date that is 14 days after the Review Notice.

5. Collected Information

5.1 General

You acknowledge that, as part of the Services, your Authorised Users may view, use and receive the Collected Information.

SignedX will implement and maintain security measures with respect to the Collected Information in accordance with Good Industry Practice. Our Platform Partner holds ISO/IEC 27001 certification covering its Information Security Management System.

5.2 Subscriber's obligations

Prior to any Authorised Users using or receiving any Collected Information, you must, and must ensure that the Authorised User:

• only uses the Collected Information in accordance with all applicable Laws and for a lawful purpose consented to by the Recipient;

• implements appropriate security measures to protect all Collected Information; and

• maintains the integrity and security of all Collected Information at all times.

6. Intellectual Property Rights

6.1 Ownership

The Intellectual Property Rights in the Services and the Platform are, and remain, the property of SignedX or our Platform Partner (as applicable). SignedX reserves the right to grant a licence to use the Services and the Platform to any third party.

You must do all things reasonably required to perfect SignedX's right, title and interest in the Intellectual Property Rights in the Services and the Platform, and use reasonable endeavours to prevent any infringement.

6.2 Licence

SignedX grants the Subscriber a revocable, non-exclusive, non-transferable and royalty-free right to use the Platform to the extent necessary to obtain the full benefit of the Services.

6.3 Collected Information

As between the parties, all Intellectual Property Rights in the Collected Information remain the property of you or the Recipient (as relevant), and nothing in these Terms gives SignedX any rights to such Intellectual Property Rights.

6.4 Analytics

You agree that SignedX may extrapolate, analyse, adapt and otherwise interrogate any information or data arising in connection with the Services on an anonymised and de-identified basis for the purpose of improving our services and product offerings. Any Intellectual Property Rights arising from this will be owned by SignedX.

6.5 Subscriber's warranty and indemnity

You warrant that you hold all necessary licences and consents relating to the Intellectual Property Rights in the Collected Information, and that by using the Services we will not infringe any third-party rights.

You indemnify SignedX from and against any liability arising out of any third-party claim that the Collected Information violates or infringes any Intellectual Property Rights.

6.6 SignedX's warranty and indemnity

SignedX warrants that it owns or licenses all Intellectual Property Rights in the Services and the Platform, and that your use of the Services and Platform will not infringe any third-party rights.

SignedX indemnifies you from and against any liability arising out of any third-party claim that the Services or the Platform violates or infringes any Intellectual Property Rights.

6.7 Restrictions on use

You acknowledge and agree that you will:

• promptly report to SignedX any errors, defects or malfunctions in the Services or Platform;

• not do anything intended or reasonably likely to damage, impair, interrupt or interfere with the Services or Platform;

• not alter, modify, decompile, disassemble, reverse engineer, sublicense or change the Services or Platform, or create a derivative work from them; and

• not purport to grant a third party any right to access or use the Services or Platform except as SignedX permits in writing.

7. Termination

7.1 Term

The initial term of the Subscription commences on the date you obtain the Subscription and continues for one month (Initial Term).

After the Initial Term, the Term automatically extends for successive one-month periods (each, a Renewal Term) unless you notify us in writing that you do not intend to extend at least 7 days prior to the end of the then-current Term.

7.2 Termination for cause

Either party may terminate these Terms with immediate effect by written notice if the other party:

• commits a material breach and (if remediable) fails to remedy that breach within 14 days of being notified;

• repeatedly breaches any term in a manner reasonably indicating an inability or unwillingness to give effect to these Terms; or

• suffers an Insolvency Event.

7.3 Termination by SignedX

SignedX may, without limitation, terminate these Terms immediately if you breach the Acceptable Use Policy, or at any time without cause.

7.4 Obligations on termination

On termination or expiry:

• SignedX will cease providing the Services. You will be able to continue accessing your Account to use and receive the Collected Information until we give you notice that access will cease (such notice will be given at least 30 days prior);

• the Subscriber will pay all amounts owing on demand to SignedX; and

• each party will, on request, return or destroy the other party's Confidential Information (subject to standard archive/back-up exceptions).

7.5 Survival

Clauses 4, 5, 6.1, 7.3, 7.4, 8 to 11 and 13 to 15 survive termination. Termination does not affect any rights, remedies, obligations or liabilities accrued up to the date of termination.

8. Confidentiality

Each party will hold in strict confidence the other party's Confidential Information, use it only to perform or exercise rights under these Terms, not disclose it to third parties, and use best endeavours (including secure storage and adequate security measures) to prevent unauthorised use, disclosure or copying.

These obligations do not apply where information is already in the public domain (other than through breach), where disclosure is required by law, or where disclosure has been agreed in writing.

9. Indemnity

You indemnify, and agree to keep indemnified, SignedX from and against all Claims arising from or in connection with your use of the Services, including in relation to the Collected Information and any fees or charges arising in connection with your Valid Payment Method, except to the extent directly caused by SignedX's wilful misconduct or gross negligence.

10. Limitation of liability

10.1 Limitation

This clause sets out the entire financial liability of the parties (including for the acts or omissions of their Personnel) in respect of any breach of these Terms, any use of the Services, or any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.

As far as the law permits, and unless otherwise specified:

• all liability for any injury, loss, damage, cost or expense arising from these Terms (except to the extent arising from SignedX's grossly negligent acts or omissions) is excluded;

• the Subscriber is solely responsible for opinions, recommendations or actions taken based on results obtained from the Services;

• SignedX has no liability for loss, destruction, unauthorised access or other damage arising from the Collected Information, including once it is downloaded from the Platform;

• SignedX has no liability for damage caused by errors or omissions in information or instructions provided by the Subscriber or Recipient; and

• all warranties, representations, conditions and other terms implied by statute or common law are excluded.

10.2 Mitigation

Each party must mitigate any loss they suffer as a result of the other party's breach of these Terms or any warranty or indemnity.

10.3 Maximum liability

To the maximum extent permitted by law, SignedX's total liability under or in connection with the Services is, at our option, the reprovision of the Services or a refund of amounts paid for the receipt of the Services.

10.4 Consequential Loss

To the extent permitted by law, neither party (nor their Personnel) is liable to the other for any Consequential Loss.

11. Privacy

SignedX agrees to comply with its Privacy Policy and all applicable Privacy Legislation in performing the Services.

You agree to comply with all applicable Privacy Legislation in relation to any Collected Information.

You warrant that you have all necessary consents and notices in place to enable lawful transfer to SignedX of any personal information.

SignedX will notify you without undue delay of any security incident affecting our network or information systems that could affect you, and will respond to your queries about any such incident.

Except where consent has otherwise been obtained from the Recipient, each party agrees to use the Collected Information and any personal information regarding the Recipient strictly for the purposes of fulfilling its obligations under these Terms.

12. Force Majeure

Neither party is liable for any delay or failure to perform their obligations to the extent caused by a Force Majeure Event. If a Force Majeure Event continues for 60 consecutive days, either party may terminate the affected Services by written notice.

13. Dispute Resolution

Neither party may commence court proceedings about a dispute arising under these Terms (Dispute) unless the party has complied with this clause.

A party claiming a Dispute has arisen must notify the other in writing (Dispute Notice). Following the Dispute Notice, representatives of both parties with authority to settle must endeavour in good faith to resolve the Dispute within 14 days.

If the Dispute is not resolved within 14 days, the parties must endeavour in good faith to mediate the Dispute. If the parties cannot agree on a mediator within 21 days, either party may apply to the President of the Law Society of Queensland (or nominee) to appoint one. Mediation will be held in Brisbane, Queensland; the parties will share the mediator's fees and bear their own costs; and parties may be legally represented.

Nothing in this clause prevents a party from seeking urgent interlocutory relief.

14. General

14.1 Variations

Where a variation would materially adversely affect you, we may vary these Terms by giving at least 14 days' notice; if you do not agree, you may terminate these Terms without penalty by written notice prior to the date the variation takes effect. Where a variation would not materially adversely affect you, we may vary these Terms by giving at least 14 days' notice.

14.2 Entire agreement

These Terms supersede all previous agreements and embody the entire agreement between the parties about their subject matter.

14.3 No waiver

A failure to enforce any provision is not a waiver. A right under these Terms may only be waived in writing signed by the party granting the waiver, and only to the extent specified.

14.4 Relationship

SignedX is an independent contractor of the Subscriber. These Terms do not create a relationship of employment, trust, agency, partnership, power of attorney, or joint venture.

14.5 Governing law and jurisdiction

Queensland law governs these Terms. Each party irrevocably submits to the non-exclusive jurisdiction of the Queensland courts.

14.6 Severability

Any clause (or part of a clause) of these Terms that is illegal or unenforceable may be severed, with the remaining provisions continuing in force.

14.7 Assignment and subcontracting

The Subscriber must not assign these Terms without SignedX's prior written consent. SignedX may assign, novate, transfer or subcontract these Terms (or any part) without consent, including to or via our Platform Partner or other service providers.

14.8 Notices

Notices must be in writing, signed, addressed to the recipient at their address as set out in these Terms, and delivered by hand, prepaid post or email.

15. Defined terms and interpretation

15.1 Defined terms

Account means your account on the Platform related to the provision of the Services.

Acceptable Use Policy means the acceptable use policy available on our Website, as amended from time to time.

Australian Consumer Law means schedule 2 to the Competition and Consumer Act 2010 (Cth).

Authorised Users means any persons authorised by the Subscriber to use, or who otherwise use, the Subscriber's Account.

Business Day means a day that is not a Saturday, Sunday or public holiday in Brisbane, Queensland.

Claim means any claims, losses, damages, liabilities, demands, suits, expenses and costs.

Collected Information means any information provided by the Subscriber, the Recipient or any third party to SignedX (whether through the Platform or otherwise) in connection with the Services, including any personal information or documents.

Confidential Information means information relating to the business, affairs, customers, Personnel, IP, terms or existence of these Terms, or other information that is by its nature, designated as, or known to be confidential.

Consequential Loss means any consequential, special, indirect or incidental loss, including loss of profit, revenue, business interruption, business, opportunity, reputation, or loss in connection with breach of third-party contracts.

Fee means the fees set out by SignedX with respect to the Services in the Platform or on an invoice issued in connection with these Terms.

Good Industry Practice means practices undertaken in a sound and workmanlike manner, with due care and skill, to the standard of an experienced and competent supplier of similar services, and in accordance with all applicable Laws.

GST means goods and services tax.

Insolvency Event means any event indicating that a party is, or is likely to become, insolvent or unable to pay its debts as and when they fall due.

Intellectual Property Rights means all industrial and intellectual property rights anywhere in the world, including any copyright, moral rights, patents, registered or unregistered trade marks or designs, trade secrets, know-how, semiconductor and circuit-layout rights, business or company names, and rights of registration.

Laws means legislation (including subordinate legislation), instruments authorised under legislation, any rules or codes of conduct, and common law.

Personnel means a party's directors, officers, employees, agents, contractors and subcontractors as the context permits.

Platform means the website, app or other platform that SignedX (directly or via our Platform Partner) uses in connection with the Services.

Platform Partner means the third-party platform partner that provides SignedX with the underlying eSignature and identity verification platform infrastructure used to deliver the Services.

Privacy Legislation means the Privacy Act 1988 (Cth), the Australian Privacy Principles, and all other applicable privacy laws, codes and contractual terms in the jurisdiction where the Services are provided.

Recipient means the recipient nominated by the Subscriber to receive the Services or any part thereof, or who otherwise receives the Services at the direction of the Subscriber.

Sent means in respect of an electronic envelope, the direction to transmit it through the Platform to a Recipient's email address (excluding reminder envelopes); and in respect of a text message, the direction to transmit it through the Platform to a Recipient's mobile number (including reminder text messages).

Subscription means a subscription entitling the Subscriber to use the Platform in accordance with the relevant subscription level.

Term means the Initial Term and each Renewal Term, unless terminated earlier.

Use means in respect of an electronic envelope, each Sent envelope; and in respect of a text message, each Sent text message.

Valid Payment Method means payment by direct debit, credit card or debit card.

Website means our website at signedx.com.au and signedx.com, as amended from time to time.

15.2 Interpretation

In these Terms: a reference to a party includes its successors and permitted assigns; a reference to a document includes that document as amended; a reference to legislation includes that legislation as amended or replaced; if a deadline falls on a non-Business Day, it is moved to the next Business Day; and a reference to '$' or 'dollar' is to Australian currency.

16. Contact

Entity: SignedX Pty Ltd ACN 697 814 047

Email: hello@signedx.com.au