Services Subscription Agreement

Task Exchange Pty Ltd

Services Subscription Agreement (SSA) for Bigtincan software and related services

By accepting this agreement, or a quote or invoice that refers to this agreement, you agree to the terms of this agreement. If you are entering into this agreement on behalf of a legal entity, you represent that you have the authority to bind the entity to these terms and conditions, in such case the terms “You” or “Your” shall refer to such entity. If you do not have such authority, or you do not agree with these terms and conditions, you must not accept this agreement and may not use the services.

This agreement is to be read in conjunction with the Bigtincan EULA and covers the additional services provided by Us. We are a Reseller of Bigtincan and make no warrantees to You for the software and services provided by Bigtincan other than that We will comply with Our obligations to Bigtincan as a reseller of its services.

Definitions

Bigtincan and bigtincan means Bigtincan Mobile Pty Ltd (ABN 72 152 604 003) with its principle offices at level 9, 257 Clarence St, Sydney NSW 2000 Australia

Coverage Period means the start and end or Renewal dates for User Licenses.

EULA means the Bigtincan End User Licence Agreement that users of the Software agree to when they use the Software. The
EULA covers the software terms of use, software Maintenance, basic support and upgrades. A copy of the EULA is available within the software and is presented on first use of the software by the end user. It is also available to users of the software and on the Bigtincan website at: http://www.bigtincan.com/en/eula

Fees mean all fees and expenses payable by the Licensee to Us for Our Services and on behalf of Our partners.

Licensee means, you and the entity You represent become a Licensee of the Software and Services.

Maintenance means the provision by Bigtincan to Licensee of Software updates and/or enhancements made generally available to customers from time to time, and online technical support (and where applicable, phone support) for the sole purpose of addressing technical issues relating to the use of the Software.

Reseller means Task Exchange Pty Ltd which is an authorised reseller of Bigtincan.

Task Exchange means Task Exchange Pty Ltd (ABN 29 074 761 292) – Principal offices at Suite 204, 110 Pacific Highway, North Sydney, NSW, 2060.

Third Party Supplier means other suppliers.

Services means the services that are ordered by You and are referenced in Our Quote or Invoice. They maybe a bundled service that includes Software, User Licenses, hosting, on boarding, training and support.

Software means the Bigtincan software that is the subject of the EULA.

SSA means this “Service Subscription Agreement”.

User License means a license granted under the EULA

We, Us or Our means Task Exchange.

You or Your means the legal entity for which you are accepting this Agreement.

Your Data means all electronic data or information submitted by You to the Services.

1. Our Responsibilities.

We shall:

1.1 Fulfil Our obligations, as an authorised reseller of the Software, to You, the Licensee, which are to: (a)Act on Your behalf to set You up as a Licensee and will give You ready access to the Software. (b)Inform You when We believe that You are in breach of Your obligations as a Licensee and will process any changes You request. (c)Provide basic installation support and technical support including communicating with third party suppliers about Maintenance.

1.2 Provide extra services as per Our quotes and invoices.

1.3 When Your Data is hosted by Bigtincan, use reasonable efforts to make the service available 24 hours a day, 7 days a week except for a planned maintenance window, or any unavailability by circumstances beyond Our reasonable control, including acts of god, Internet service provider failures or denial of service attacks. We will advise of planned maintenance windows that will impact You 24 hours in advance of such planned maintenance windows.

1.4 Maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.

1.5 Provide the services only in accordance with government regulations.

2. Your Responsibilities.

You shall: a)Be responsible for end users’ compliance with the EULA , (b) Be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (c) Use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use. (d) Use our services within any limitations that We may have to set such as limitations on disk storage space, or internet traffic, which will be communicated if unexpected usage patterns are uncovered. (e) not use the Services to store or transmit infringing, libellous, or otherwise unlawful material, or to store or transmit material in violation of third-party privacy rights, (f) not use the Services to store or transmit malicious code, (g) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (h) attempt to gain unauthorized access to the Services or their related systems or networks.

3. Fees and Transactions

3.1. You shall pay all fees specified in the quotes that You have accepted.

3.2 We shall invoice on receipt of Your Purchase Order or your written acceptance of Our Quote. Our invoice shall reference the service to be provided, the start date and end date of that service and any special terms. Our invoice shall also reference this Agreement.

3.3 Unless otherwise stated on the Invoice, payment is due 30 days from the invoice date.

3.4 We will start commissioning the service on receipt of Your Purchase Order. If payment is not received within 60 days we reserve the right to withhold the service until payment is received.

4 Hosting

4.1 Depending on the Service You purchase, Your Data will be hosted by Bigtincan Australian Service, or on Your own infrastructure. When the Service involves hosting by Bigtincan Australian Service, Bigtincan will ensure that Your Data and any copies of Your Data remains hosted within Australia or the country described in our Services to You.

4.2 The Bigtincan Australian Service will a) guarantee the Cloud Servers Control Plane –the API used to create, manage and delete cloud servers-will be available 99.9% of the time in any given monthly period b) guarantee that the data centre network will be available 100% of the time in any monthly period c) Bigtincan agrees that its Bigtincan service, data center HVAC and power will meet or exceed the service level requirements for Service Availability in any given monthly billing period, excluding scheduled maintenance. Infrastructure downtime exists when Cloud Servers downtime occurs as a result of power or heat problems,d) guarantee the functioning of all cloud centre hosts including the hypervisor. If a cloud server host fails it is guaranteed that that restoration or repair will be complete within one hour e) complete daily system and data backups

4.3 The Bigtincan security program has been developed based on ISO 27001, and it’s also in alignment with the other well-known security standards such as HIPAA and PCI-DSS. Bigtincan also use BSIMM software security framework and OWASP guidelines to ensure their applications comply with security standards.
It is the policy of Bigtincan to conduct thorough and timely risk assessments of the potential threats and vulnerabilities to the confidentiality, integrity, and availability of confidential and proprietary information it stores, transmits, and/or processes for its Customers. An overall risk assessment of Bigtincan’s information system infrastructure will be conducted annually. Bigtincan regularly perform penetration and vulnerability test of their application and cloud infrastructure, internally and also using the 3rd party tools.

4.4 Overall Availability. Bigtincan ensures that the Managed Service maintains and reports on the Service Availability Requirement of 99.9%

4.5 Backup Policy. Bigtincan conducts customer content backup at a frequency not to exceed once in any 24 hour period. Content located in backup services cannot be made available to any single customer and is for the sole purpose of restoring services in the event of failure.

4.6 Our hosting service is provided on a fair usage basis and, from to time, we may change our terms. We will provide You with 3 months’ notice of a planned change. You can have unlimited data on Our hosted service.

4.7 By default, We will keep all Your Data, including file versions and deleted files indefinitely. We require written instructions from You to delete Your Data.

5. Renewal of Service

5.1 You will be advised of the Coverage Period or Start and End Dates for Services bought in the initial package. Any subsequent additional Services purchased from Us during the Coverage Period will be pro-rated so that the End Date for these additional Services will match the End Date for the Services in the initial package.

5.2 At a reasonable time interval before Your renewal date We will contact You to determine the Services including User Licenses You require for the next period. If no written notification is received from You prior to Your renewal date, either requesting a change of Services or a notice of non-renewal, then We shall issue an invoice for the same Service excluding on boarding and training, and the same number of User Licenses for the next year.

6. Your Data

6.1 We acquire no right, title or interest from You under this Agreement in or to Your Data, including any intellectual property rights therein.

6.2 Data that You add to Our trial or demonstration services will not be transferred to a live service.

7. Help Centre and Help Desk Support Agreement.

7.1 We have set up a Help Centre where you will find useful information at any time regarding Bigtincan hub. You can sign into our Help Centre by going to our Task Exchange Website and clicking on Login. If you are a first time user of our Help Centre, select "Sign In" and then follow the steps for “New to Task Exchange”.

7.2 Our Help Desk Support service is provided to Your designated site administrator/s and operates Monday to Friday from 8 AM to 6 PM Eastern Australian time excluding NSW Public Holidays.

7.3 Requests for Help Desk Support should be directed to the hub Help Desk by either:

• Go to “Activities” in the Help Centre and enter your request

• Call on 1300 268 860 or +61 2 9037 1161

• Email at: support@taskexchange.net

7.4 Our ticketing service will automatically record your request and send you an immediate response with a unique reference number. We will then follow up within three (3) business hours.

7.5 You can track progress on any Help Desk Support ticket by going to “Activities" in the Help Centre.

7.6 All calls to be logged into Task Exchange Support system as Cases linked to an Account and any subsequent Bugs are linked to a Case in the Task Exchange Support system as either:

• Defects-these are the immediate priorities and handled by either

• Task Exchange

• Bigtincan Boston

• Feature Requests

• Requests for Information

7.7 Severity and Response Times

• Response time is for acknowledgement of issue, not necessarily resolution.

All Defects allocated to Task Exchange to be responded to the Account according to the Severity Level.

7.8 All Defects allocated to Bigtincan Boston will be responded to according to the Severity Level. This status is communicated to the Account by Task Exchange.

7.9 All outstanding Defects are reviewed at the Thursday session with Bigtincan Sydney and Boston and updates as to status of resolution is communicated to the Account by Task Exchange.

7.10 Final resolution of Boston defects is communicated to the Account by Task Exchange.

7.11 Feature Requests are prioritised in sessions with Bigtincan Boston and are reviewed regularly in Feature Request Meetings.

8. Confidentiality

8.1. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, 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. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement. However, Confidential Information (other than Your Data) shall not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.

8.2 The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (a) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (b) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

8.3 The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

9. Limitation of Liability

9.1 You may have remedies against Us imposed by law or statute which cannot be excluded by Us and Our third party suppliers. To the extent that you have such legal remedies We or Our third party suppliers then to the fullest extent permitted by law We and Our third party suppliers’ liability is limited a) at Our option to: 1) in the case of Software: i) repairing or replacing the software; or ii) the cost of such repair or replacement; and 2) in the case of Services i) re-supply of the Services; or ii) the cost of having the Services supplied again or, if the above limitation is not applicable then b) to the greater of the actual damages You incur in reasonable reliance on the Services up to the amount actually paid by You for the Services.

9.2 Notwithstanding any damages You might incur for any reason whatsoever to the maximum extent permitted by applicable law the entire liability of Us and any of Our third party suppliers shall be limited to the actual damages that You incur in reasonable reliance on the Services up to the amount actually paid by You for the Services.

9.3 In no event shall We or Our third party suppliers be liable for any special, incidental or punitive damages or any loss whatsoever arising out of or in any way related to the use of or inability to use Our Services or failure to provide Our Services even in the event of the fault, tort (including negligence), misrepresentation, strict liability, breach of contract or breach of warranty of Us or Our third party suppliers, and even if We or Our third party suppliers have been advised of the possibility of such damages.

10. Term and Termination

10.1 This Agreement commences on the date You accept it and continues until all User Licenses granted in accordance with this Agreement have expired or been terminated.

10.2 A party may terminate this Agreement for cause: (a) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

10.3 Upon request by You made within 30 days prior to the effective date of termination of a Service, We will make a single User Licence available to you for 30 days for download of Your Data. After such 30-day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.

11. General Provisions

11.1. You grant Us the right to include You as a customer in service promotional material. You can deny this right at any time by submitting a written request via email to sales@taskexchange.net, requesting to be excluded from service promotional material. Requests made after purchasing may take thirty (30) calendar days to process.

11.2 You may assign this SSA to a succeeding party in the case of a merger, acquisition or change of control provided that the assignee agrees to be bound by the terms and conditions contained in this SSA. We may assign Our rights and obligation under this SSA without consent of You. Any permitted assignee shall be bound by the terms and conditions of this Agreement.

11.3 This SSA is governed by the laws of New South Wales (NSW), Australia, and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of NSW, Australia.

11.4 Where the Licensee finds themselves in conflict with the terms of this SSA and the EULA then the terms of the EULA will prevail.

11.5 Except in circumstances where a party seeks urgent injunctive relief, before commencing any court proceedings, if any disputes arises under this SSA the parties will negotiate in good faith to resolve the dispute and if the dispute has not been resolved within sixty (60) calendar days by the relevant parties using their best efforts to resolve the dispute, the dispute will be referred to arbitration and determined under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators who are acceptable to both parties.

11.6 This SSA, including any addendum or amendment to this SSA which is included on our website www.tackexchange.net/BTCSSA is the entire agreement between You and Us relating to the Software and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect the Service or any other subject matter covered by this SSA. If any provision of this SSA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

11.7 Clauses 6, 8, 9, 10, 11.3, 11.5 and 11.6, shall survive any termination of this Agreement.

12. Bigtincan EULA and Policies

12.1 The Bigtincan End User License Agreement can be found online at:
http://www.bigtincan.com/en/eula
12.2 The Bigtincan Privacy Policy can be found online at:
http://www.bigtincan.com/en/privacy-policy
12.3 The Bigtincan service is used by Local Government, Government and Enterprise customers, and we're proud of the trust placed in us. In exchange, we trust you to use our services responsibly. You agree not to misuse Bigtincan services within the bounds of the general intent by which
the Bigtincan services are offered. The Bigtincan Acceptable Use Policy can be found online at: http://www.bigtincan.com/en/acceptable

Terms as at November 30, 2016