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Terms and Conditions

SaaS License

User is granted a non-exclusive, non-transferable, non-sublicensable, worldwide licence by

Dragonfly Thinking (Company) with a web login to Dragonfly AI tool. Logging into its web interface or to

access and use the Software indicates acceptance of the following terms and conditions.

1 Restrictions

The User must:

(a) comply with all applicable laws and the Company's reasonable directions in relation to use of the SaaS;

(b) unless otherwise permitted by law, not and must not allow any other person to: (i) modify, translate, decompile, disassemble, reverse engineer, copy or otherwise attempt to derive the source code of the Software or underlying components of the SaaS (including the models, algorithms, systems or data used by the SaaS); (ii) create a derivative work of the Software or Documentation; (iii) bypass any protective measures or safety mitigations on the SaaS; (iv) manually, automatically or programmatically extract data from the Software; or (v) use output generated by the SaaS to develop software or a service that competes with the SaaS.

(c) not rely on Output from the SaaS or Software as a sole source of truth or factual information, or as a substitute for professional advice or judgement;

(d) evaluate Output for accuracy and appropriateness, including using human review as appropriate, before relying on Output;

(e) not remove any hyperlinks embedded in the Software or Documentation;

(f) report to the Company promptly any suspected or unauthorised use of any of the Software or Documentation of which the User becomes aware; and

(g) not allow any more users than the number of Licensed Users to access or use the Software.

2 Acknowledgments

The User acknowledges and agrees that:

(a) the SaaS is hosted on a third party cloud platform and uses services provided by third parties (Third Party Platforms and Services)

(b) availability of the SaaS depends upon the availability of those Third Party Platforms and Services;

(c) the Company will not be liable for any failure to provide any part of the Services to the extent it is caused by the User Inputs or any other system outside the scope of the SaaS (including any unavailability or non-performance of those User Inputs or systems or interactions of those User Inputs or systems with the SaaS);

(d) the Company will not be liable for any failure to provide any part of the Services to the extent it is caused by unavailability of Third Party Platforms and Services that is outside the reasonable control of the Company;

(e) the Software may not be error-free. In particular, the User acknowledges the Software may be in beta version and subject to error and further testing;

(f) the SaaS may provide inaccurate, misleading, incomplete, incorrect, or offensive Output;

(g) any use of Outputs is at the User's sole risk and the User will not rely on Output as a sole source of truth or factual information, or as a substitute for professional advice or judgment;

(h) it must ensure compliance with the terms of this Document and the User is liable for any breach of this Document; and

(i) it must promptly notify the Company of any disruptions of access to the SaaS, other than the Scheduled Unavailability.

3 User Data

(a) If the Company will process, store or host any User Data as part of the provision of the SaaS, the Company will: (i) take reasonable and prudent steps for disaster recovery and business continuity consistent with Good Industry Practice to ensure that User Data is not lost, corrupted or rendered inaccessible; (ii) ensure that access to SaaS is controlled so that only the Company’s Personnel with a need to access User Data for a purpose relating to the performance can access User Data; (iii) ensure that the SaaS are configured so that the Company’s Personnel who are not permitted to access User Data cannot do so; and (iv) provide or make available to the User at no additional cost, tools and mechanisms on a self-service basis to enable the User to access and monitor the User Data.

(b) The User owns all User Data, including any Intellectual Property Rights in User Data, on and from creation.

(d) The Company will not access, use or modify, or permit third parties to access, use or modify, User Data except: (i) on an aggregated or anonymised basis as specified in this clause; (ii) to the extent required to perform SaaS; (iii) in accordance with the Company’s agreements with Third Party Platforms and Services (including acceptable use policies); and (iv) in accordance with all applicable laws.

(e) The Company may collect, use, copy or modify User Data on an aggregated or anonymised basis for: (i) marketing or research; (ii) Data Mining activities; (iii) benchmarking, analysis or enhancement; and (iv) to improve the Services subject to the User Data not being disclosed to any third party.

(e) The Company will promptly notify the User upon becoming aware of: (i) any loss, destruction or damage to any User Data; or (ii) use of User Data other than in accordance with this Document.

4 SaaS Security

(a) If the Company will process, store, or host any User Data in performing the SaaS, the Company will: (i) establish and maintain environmental, safety and facility procedures, data security procedures and other safeguards to protect the User Data from destruction, loss and unauthorised access or alteration, which are consistent with Good Industry Practice for products and services similar to the SaaS; (ii) take reasonable and prudent steps consistent with Good Industry Practice to reduce the risk of Cyber Attack on the systems used to provide the SaaS; and (iii) if the Company becomes aware of a Cyber Attack on the systems used to provide the SaaS, and the Cyber Attack will in the Company's reasonable opinion have a material impact on the delivery of the SaaS to the User, immediately notify the User in writing.

(b) The Company will use its best endeavours (including by complying with Good Industry Practice) to ensure that no Harmful Code will be introduced into the User's systems because of the SaaS comprising a product which contains Harmful Code.

(c) If the Company becomes aware that Harmful Code has been, or is likely to have been, introduced into the User's systems by the Company or included in SaaS, the Company will: (i) immediately notify the User; and (ii) take all necessary steps to eliminate the Harmful Code.

5 SaaS Changes

(a) The Company may implement changes, additions or deletions to the functions, features, performance, or other characteristics of the SaaS (including Service Levels); and correct errors or provide upgrades to the SaaS, (SaaS Change).

(b) if the User(acting reasonably) considers that any SaaS Changes materially adversely affects its features or functionality, the User may, without liability (including payment of early termination fees), cancel the SaaS and associated Support Services for the SaaS.

6 Ownership of Material

As between the User and the Company, ownership of:

(a) any SaaS, including any Intellectual Property Rights in that SaaS, remains with the Company;

(b) all User Material, including any Intellectual Property Rights, remains with the User;

(d) Output and New Material, including any Intellectual Property Rights in that Output and New Material, vests in the Company.

7 License of Material

(a) Subject to clause 3, the User grants to the Company a non-exclusive, royalty-free licence to “use” User Material for the subscription term (Term).

(b) The Company grants to the User a non-exclusive, royalty-free, licence to “use” Company Material for the Term.

(c) The Company grants to the User a non-exclusive, royalty-free, perpetual licence to “use” the Output, but will have no obligation to provide the User with access to copies of those Outputs at any time after the Term.

(d) The User acknowledges that: (i) any codes passed to the Company as part of feedback or input to improve the SaaS will be provided to the Company under the MIT license terms, allowing for the Company's commercial use of such codes without any restrictions; (ii) the Output may not be unique and other customers of the Company may be granted licences to similar output; and (iii) the use of the Output is at the User’s risk and the Company makes no warranties as to non-infringement in relation to the Output.

(e) In this clause, “use” means: (i) in relation to clause 7(a), use (including the right to sub-licence to Third Party Platforms and Services) solely for the purpose of, and to the extent necessary for the Company to perform its obligations; and (ii) in relation to clause 7(b) and 7(c), such uses as are reasonably necessary for the User to obtain the full benefit of the SaaS, and the rights to use the New Material and Output but does not include the right to sub-license the Output or New Material;

and may include supply, modify reproduce, publish, perform, communicate, broadcast, adapt and copy as the context requires.

8 Third Party Rights

(a) The Company will ensure that: (i) the use of any New Material, Company Material, or SaaS in accordance with this Document will not infringe the Intellectual Property Rights or Moral Rights of any third party; and (ii) except as provided for in the Fees, no fees, royalties or other payments are payable in respect of any third party rights because of the User's use (including use by the User's Personnel) of any New Material, Company Material, or SaaS.

(b) The User must ensure that: (i) the use of any User Material will not infringe the Intellectual Property Rights or Moral Rights of any third party; and (ii) except as provided for in the Fees, no fees, royalties or other payments are payable in respect of any third party rights because of the Company's use (including use by the Company's Personnel or subcontractors) of any User Material.

9 Liabilities and Indemnities

(a) The liability of a Party for breach of this Contract, or in tort, or for any other common law or statutory cause of action arising out of the operation of this Document, will be determined under the relevant law in Australia that is recognised, and would be applied, by the High Court of Australia.

(b) The liability of a Party (Party A) for any losses, damage, costs and expenses incurred by the other Party (Party B) will be reduced proportionately to the extent that: (i) any act or omission of Party B (or of its subcontractors or Personnel); or (ii) any failure by Party B to comply with its obligations and responsibilities,

caused or contributed to those losses, damage, costs and expenses, regardless of whether legal proceedings are brought by Party B for negligence or breach of contract.

(c) The Software and SaaS are provided “as is”. Except to the extent prohibited by law, or to the extent any statutory rights apply that cannot be excluded, limited or waived, the Company expressly excludes and disclaims any warranties, whether express, implied or statutory, including, without limitation, in relation to merchantability, fitness for a particular purpose, title, non-infringement, that the SaaS will be uninterrupted, accurate or error free or in relation to the matters acknowledged under clause 2.

(d) The User indemnifies the Company and its Personnel (together Indemnified Persons) against, and agrees to reimburse and compensate, the Company for any liability, losses costs or expenses arising from Claims against the Indemnified Persons in connection with the use of the SaaS by the User.

10 Disclosure

The User agrees not to disclose any confidential information that may be provided by the Company in relation to its current SaaS products or future developments which is not publicly available.

11 Privacy

The User acknowledges and agrees that the Company's privacy policy available on the application website (as updated from time to time) applies to the Company's performance and its provision of the SaaS.

12 SaaS Service Levels

The Company will use its best endeavours to:

(a) provide at least 24 hours prior written notice to the User of Scheduled Unavailability;

(b) ensure the SaaS is available on a continuous basis, excluding Scheduled Unavailability, and meets a service level availability target of 95% during Business Hours; and

13 SaaS Service Levels Exceptions

The User acknowledges that the Company is not responsible for any Unavailability arising from any one or more of the following:

(a) faults caused by any User equipment, applications, networks, systems or gateways, or the acts or omissions of the User or any of their respective Personnel, or the acts or omissions of internet service providers or data exchange carriers or failure of Third Party Platform and Services;

(b) disconnection or reconnection of access to the SaaS following suspension;

(d) Scheduled Unavailability;

(e) emergency maintenance for security threats or upgrades of the SaaS or any equipment used by the Company to provide the SaaS, of which the Company will give you as much notice as possible in the circumstances;

(f) effects of a Force Majeure Event;

(g) outages on the internet that hinder access to the SaaS;

(h) the acts or omissions of the User or third parties authorised by the User other than in accordance with this Document;

(i) unavailability of Third Party Platforms and Services; and

(j) excessive use by the User. Individual license users are entitled to a usage level equivalent of 1 million tokens per day from the Company's AI provider, averaged over 3 days. Usage above this rate will be considered excessive use.