Inspectivity Terms of Service

General

Thank you for your interest in Inspectivity and our digital inspection management solution, The Inspectivity Platform, available through our web and mobile applications. These Terms of Service are a legally binding contract between you and Inspectivity regarding your use of the Service. However, and notwithstanding anything to the contrary in these Terms of Service, if you and Inspectivity have entered into a separate agreement that purports to govern all use of the Service by you, then that separate agreement shall be the governing contract between you and Inspectivity regarding your use of the Service and these Terms of Service shall not apply.

PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY.

BY CLICKING “Sign up”, REGISTERING FOR AN ACCOUNT FOR THE SERVICE, DOWNLOADING AND INSTALLING A MOBILE APP, OR BY OTHERWISE ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE INSPECTIVITY PRIVACY POLICY AND APPENDICES, WHEN APPLICABLE (COLLECTIVELY, THESE “TERMS”). If you are not eligible, or do not agree to these Terms, then please do not use the Service.

Subscription Rates

Essentials Tier Plan

*3 complimentary read-only users included in Essentials Tier Plan.

Professional Tier Plan

#20 complimentary read-only users included in Professional Tier Plan.

1. On Pro Tier Plan a minimum of 5 User Accounts with Portal + Go or Portal Access Type will be invoiced during any billing cycle (per Inspectivity Platform production instance).
2. Pro Tier Plan user fees follow a tiered model. For example, 50 active users would be charged as 10 users band 1, 15 users band 2 and 25 users band 3. Tier calculation excludes users with Portal ReadOnly Access Type.

Additional Storage

All Inspectivity Platform subscription plans commence with 500GB of storage for photos, drawings and other documents. Additional use will be charged in blocks of 500GB.

Additional Storage (500GB)

AU$ 50 per month

Terms of Service

1 Definitions

“Access Type” means level of access to Inspectivity Platform components. Three levels are defined Portal + Go, Portal and Portal Readonly. Each User Account has an Access Type which is derived from the Permissions assigned to their User Account.

“Active User Account” means User Account with active status in Portal.

“Agreement” means a subscription to the Service by Subscriber.

“Application” means Inspectivity Platform.

“Billing Period” means the time period for which subscriptions are billed for. For monthly billing the Billing Period is one month.

“Cloud Hosted Implementation” means an Inspectivity Platform hosted by Inspectivity using Amazon Web Services (AWS).

“EU Data Protection Laws” means, up to and including 24 May 2018, any legislation in force from time to time which implements the EU Directive 95/46/EC and relevant national implementations of the same and, with effect on and from 25 May 2018, means the EU General Data Protection Regulation 2016/679 (“GDPR”) and any relevant national implementations of the same.

“Go” means the Inspectivity mobile application deployed on Android tablets and forms part of the Inspectivity Platform. Go’s primary function is the performance of inspections in the field.

“Inspectivity” means Inspectivity Pty Ltd (ACN 161-679-474)

“Inspectivity Consultant” means Inspectivity Pty Ltd employees or contractors.

“Inspectivity Professional Services” means customisation, integration, training or other services performed by Inspectivity Consultant(s).

“Inspectivity Platform” means the Inspectivity Portal web application and Go mobile app for Android.

“Inspectivity Platform Instance” means Cloud Hosted Implementation of the Inspectivity Platform for a Subscriber.

“Multi-Tenant” means shared cloud infrastructure.

“Permission” means a rule which governs access to functionality, components, or data within the Inspectivity Platform.

“Personal Information” has the meaning given in the Privacy Act 1988 (Cth).

“Personal Data”, “Sensitive Personal Data”, “Consent”, “Data Controller”, “Data Processor”, “Data Subject”, and “Data Processing” mean those concepts, roles and activities as defined in the applicable EU Data Protection Laws and on and from 25 May 2018 sensitive personal data means those classes of personal data that are described in Article 9 of the European General Data Protection Regulation 2016/679) or, where relevant, equivalent concepts, roles and activities as described in other Data Protection Laws.

“Portal” means the Inspectivity application which is hosted on Inspectivity’s cloud partner infrastructure (Amazon Web Services) and forms part of the Inspectivity Platform. Portal is accessed via a browser. Go app connects to Portal to upload and download inspection data.

“Production” means Inspectivity Platform Instance operational or “live” environment.

“Security Incident” means any instance where there is an existing or impending negative impact to the confidentiality of Subscriber Data, Inspectivity data, or Service.

“Service” means hosting of the Inspectivity Platform as identified by these Terms of Service, developed or licensed, operated, and maintained by Inspectivity, accessible via a designated URLs, or ancillary online or offline products and services provided to Subscriber by Inspectivity, to which the Subscriber is being granted access under these Terms of Service.

“Service Level Agreement” means agreed service levels between Inspectivity and Subscriber as outlined in these Terms of Service.

“Staging” means Inspectivity Platform Instance testing / non-operational environment.

“Subscriber” means the individual or entity that subscribes to the Service.

“Subscriber Data” means transactions, reports, and configurations, entered into, or produced by the Inspectivity Platform. Excluding where data has been provided by Inspectivity as part of Inspectivity Platform or Service (for example a ready-made digital inspection use case).

“Subscription Fee” means the recurring payment charged to the Subscriber for access to and use of the Inspectivity Platform and its services during the subscription period. The subscription fee is as specified in the Subscription Plan selected by the Subscriber.

“Subscription Plan” means the specific tier of services offered by Inspectivity to subscribers of the Inspectivity Platform. Each Subscription Plan includes a set of features, functionalities, tier limits, and pricing details, as outlined in the plan description provided to the user at the time of subscription.

“Support Policy” means support policy between Inspectivity and Subscriber as outlined in these Terms of Service.

“Terms of Service” means terms and conditions set forth in this document.

“User” means Subscriber’s employees, representatives, consultants, contractors, customers or agents who are authorized to use the Service and have been supplied user identifications and passwords by Subscriber (or by or for Inspectivity at Subscriber’s request).

“User Account” / “User Accounts” means named login account for User providing secure access to the Inspectivity Platform Instance.

“Working Day” means Monday to Friday 8am – 6pm excluding West Australian public holidays.

2 Service

2.1 Subscriber acknowledges and agrees to the terms of service herein. In addition, Subscriber agrees that unless explicitly stated otherwise, any new features that augment or enhance the Service, and/or any new Service(s) subsequently purchased by the Subscriber will be subject to these Terms of Service.

2.2 Subscriber acknowledges that the Service is simply a tool to assist the Subscriber, that Inspectivity does not provide engineering, legal or compliance services, and that the Subscriber is solely responsible for the Subscriber’s compliance with all laws, rules and regulations applicable to the Subscriber.

2.3 In order to use the Inspectivity Platform, Subscriber must have or must obtain access to the World Wide Web, either directly or through devices that access Web-based content. Subscriber must also provide all equipment necessary to make such (and maintain such) connection to the World Wide Web. Inspectivity Platform Instance, Inspectivity Service Desk and Inspectivity Knowledge Base IP addresses and hostnames are required to be whitelisted on Subscriber network as needed.

2.4 Access to an Inspectivity Platform Instance is permitted only by a named User Account. Subscriber acknowledges and agrees that Subscriber is prohibited from sharing passwords and/or usernames. Shared company/team accounts are not permitted and will be deemed a material breach of these Terms of Service. Inspectivity in its sole discretion may terminate Subscriber’s password, account or use of the Service and these Terms of Service if Subscriber breaches or otherwise fails to comply with these Terms of Service. Subscriber will be responsible for the confidentiality and use of Subscriber’s (including its employees’) passwords and usernames.

2.5 Subscriber agrees to use software produced by third parties, including, but not limited to, “browser” software that supports a data security protocol compatible with the protocol used by Inspectivity. Until notified otherwise by Inspectivity, Subscriber agrees to use software that supports the Secure Socket Layer (SSL/TLS) protocol or other protocols accepted by Inspectivity and to follow logon procedures for services that support such protocols. Subscriber acknowledges that Inspectivity is not responsible for notifying Subscriber of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks not owned or operated by Inspectivity or telecommunications facilities, including, but not limited to, the Internet.

2.6 Inspectivity employs security measures designed for the protection of information and data. However, Subscriber understands that the technical processing and transmission of Subscriber’s electronic communications is fundamentally necessary to Subscriber’s use of the Service. Subscriber agrees that Inspectivity is not responsible for any electronic communications and/or Subscriber Data that are lost, altered, intercepted or stored without authorization during the transmission of any data whatsoever across networks not owned and/or operated by Inspectivity.

2.7 Subscriber hereby grants Inspectivity a worldwide, limited-term license to host, copy, transmit, process and display Subscriber Data as necessary for Inspectivity to provide the Service and/or develop future features or enhancements according to the terms of these Terms of Service.

2.8 Notwithstanding anything to the contrary in the Agreement, Inspectivity will meet or exceed the service levels set forth in Service Level Agreement with respect to its performance of the Services.

2.9 We may revise these terms from time to time. Inspectivity will notify customers in advance about the proposed changes and will post the most current version on our website.

3 Hosting and Data Retention

3.1 This Agreement is valid for a Cloud Hosted Implementation only. Inspectivity reserves the right to select Amazon Web Services data centres as required to provide optimum service to our clients.

3.2 Upon termination of this Agreement Inspectivity ensures the proper disposal, destruction or encryption of Subscriber Data in a manner designed to guarantee that the Subscriber Data cannot be read or reconstituted such that it could be used by any party after such disposal, destruction or encryption.

3.3 Subscriber Data can be exported through available functions in the Portal application user interface or via custom-developed CSV/JSON exports (subject to feasibility. Fees apply). Inspectivity does not provide raw database exports.

3.4 Your data is automatically backed up by the Amazon RDS and Backup infrastructure. Backups of 30 days are kept available.

4 Security

4.1 All communication between server and clients is encrypted. Subscriber Data is encrypted while at rest on Inspectivity’s systems, including any data backups.

4.2 Passwords are stored securely using a cryptographically secure and salted hash.

4.3 Inspectivity Platform infrastructure is only accessible to Inspectivity Support resources.

4.4 Inspectivity Platform Subscriber instances are Multi-Tenant instances.

4.5 Inspectivity aims to ensure the Subscriber does not experience a Security Incident. However, we acknowledge that a Security Incident has the potential to happen. We have a documented process for handling a Security Incident which includes notifying the Subscriber within 72 hours or without undue delay if their data is involved in an incident or a breach.

4.6 Inspectivity must: (i) ensure that any Personal Information is collected, used, stored, disclosed or handled by Inspectivity and its subcontractors and personnel in accordance with the Privacy Act 1988 (Cth), and any other applicable law; (ii) ensure that any Personal Information collected, used, stored, disclosed or handled by Inspectivity and its subcontractors and personnel on behalf of the Subscriber is in a form approved by the Subscriber, in accordance with the Privacy Act 1988 (Cth) and any other applicable law; (iii) immediately notify the Subscriber of: (A) any complaint about the privacy of Personal Information received by Inspectivity or its subcontractors; (B) any request for access to Personal Information received by Inspectivity or its subcontractors; (iv) not provide an individual with access to any the Subscriber Data in response to a request for access to Personal Information without the Subscriber’s prior written consent; and (v) comply with all directions of the Subscriber in connection with any complaint or request referred to in clause 6.7(iii) or any complaint or request received by the Subscriber in connection with any Personal Information that is collected, used, stored, disclosed or handled by Inspectivity or its subcontractors. In the event of any privacy complaint or incident relating to the Service, or any other actual or suspected interference with privacy, Inspectivity will cooperate with Subscriber reasonable directions in respect of the matter and take any necessary steps to contain and rectify.

5 Intellectual Property

5.1 Subscriber acknowledges and agrees that the Service and any necessary software used in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Subscriber further acknowledges and agrees that content or information presented to Subscriber through the Service or by advertisers may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

5.2 All Subscriber Data is and shall remain the sole property of Subscriber. If and to the extent that Inspectivity has or obtains any rights in or to any Subscriber Data, Inspectivity hereby assigns and agrees to assign and to cause its employees and agents to assign any and all such rights to Subscriber or its designee for no additional consideration.

5.3 The parties acknowledge and agree that as between the parties, Inspectivity owns all right, title, and interest in the Service, Inspectivity Platform and the Inspectivity Technology and underlying software and proprietary and intellectual property rights therein including any changes made by Inspectivity at the request of Subscriber. The use by Subscriber of any of these rights is authorised only for the purposes set forth herein and upon expiration or termination of this Agreement for any reason such authorisation will cease.

5.4 Any publicly available information or common industry practises and concepts are not considered as Intellectual Property of either party.

5.5 “Feedback” means any feedback, comments, suggestions or materials that Subscriber may provide to Inspectivity about or in connection with the Service, including any ideas, concepts, know-how or techniques contained therein. Subscriber may provide Feedback in connection with Maintenance and otherwise. Subscriber hereby grants Inspectivity a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, including incorporating or implementing the Feedback in the Service. Subscriber agrees that Inspectivity may exploit all Feedback without any restriction or obligation on account of intellectual property rights or otherwise. For clarity, no Feedback will be deemed Subscriber’s Confidential Information, and nothing in these Terms of Service (including Section 17 (Confidentiality)) limits Inspectivity’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

6 Restrictions and Responsibilities

6.1 This is a contract for Services and the Application software will be installed, accessed and maintained only by or for Inspectivity and no license is granted thereto. Subscriber agrees that it will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any Application, software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software; or remove any proprietary notices or labels. Subscriber represents, covenants, and warrants that Subscriber will use the Services only in compliance with Inspectivity’s standard policies then in effect (the “Policy”) and all applicable laws (including but not limited to policies and laws related to spamming, privacy (including but not limited to any European privacy laws), intellectual property, consumer and child protection, obscenity or defamation). Subscriber hereby agrees to indemnify and hold harmless Inspectivity against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Subscriber’s use of Services. Although Inspectivity has no obligation to monitor the content provided by Subscriber or Subscriber’s use of the Services, Inspectivity may do so and may remove any such content or prohibit any use of the Services it believes may be (or are alleged to be) in violation of the foregoing.

6.2 Subscriber shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, web services, long distance and local telephone service (collectively, “Equipment”). Subscriber shall be responsible for ensuring that such Equipment and services are compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in the proposal and/or Inspectivity’s published policies then in effect. Subscriber shall also be responsible for maintaining the security of the Equipment, Subscriber account, ancillary services, passwords (including but not limited to administrative and User Account passwords) and files, and for all uses of Subscriber account, Services or the Equipment with or without Subscriber’s knowledge or consent.

6.3 Subscriber shall be responsible for managing User Account access for Subscriber’s employees, representatives, consultants, contractors, customers or agents who are authorized to use the service including deactivation of User Accounts no longer required for operations.

7 Fees and Billing

7.1 Inspectivity invoices Subscription Fees monthly in advance for the next Billing Period based on the number of active Users. Users can be created/activated and deactivated at any time. For created/activated Users, the pro-rated Subscription Fee for the remainder of the Billing Period is charged at the time of creation/activation. Deactivated users will be removed from the Subscription Fees in the next Billing Period.

The Subscription Fee charged for a User account depends on the account’s Access Level and the Subscription Plan subscribed. You can find a breakdown of Subscription Fees above (see “Subscription Rates”).

7.2 As part of using the Service, Subscriber can upload files (e.g. photos, PDFs, drawings) and PDF inspection reports are generated and stored in the cloud. The Subscription includes 500GB of capacity for such files. Should this capacity be exceeded, a Subscription Fee will be charged as described above (see “Subscription Rates”).

7.3 Subscription Fees are charged through our partner Chargebee and require the use of a credit card.

7.4 All price information (unless otherwise specified) is quoted in Australian Dollars. Australian Goods and Services Tax (GST) will be included as required. All fees are net of foreign transaction fees.

7.5 Payments made by the Subscriber under this Agreement exclude any taxes or duties payable in respect of the goods or services supplied in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Inspectivity, the Subscriber must pay to Inspectivity the amount of such taxes or duties in addition to the Service Fees under this Agreement. Notwithstanding the foregoing, the Subscriber may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In such event, Subscriber shall have the right to provide to Inspectivity with any such exemption information and Inspectivity will use reasonable efforts to provide such invoicing documents as may enable the Subscriber to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

7.6 The Subscription Fee agreed upon is fixed for a period of twelve (12) months following the commencement of this Agreement and Inspectivity will not increase the Subscription Fee within this twelve (12) months period. After the lapse of the initial twelve (12) months period, Inspectivity may increase the Subscription Fee unilaterally by no more than three per cent (3 %) annually or Australia’s All Groups Consumer Pricing Index, whichever is higher.

8 Non-Payment and Suspension

8.1 All payments for Fees shall be due according to the terms in Section 7 (Fees and Billing) and as provided on the relevant Service, and shall be deemed delinquent if not received within 9 days after due date.

8.2 In case of failed Subscription Fee payments, Inspectivity will try to collect payment for 9 days. Users can update their payment details and pay overdue invoices via https://inspectivity.chargebeeportal.com/portal .

8.3 In addition to any other rights granted to Inspectivity herein, Inspectivity reserves the right to suspend Subscriber’s access to the Service if Subscriber’s account becomes delinquent and reserves the right to terminate this Agreement. Delinquent invoices are subject to interest charges of 5% per month on any undisputed outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection including, but not limited to, reasonable attorney and accounting fees, court costs and other expenses of collection. Subscriber will continue to be charged for User Subscriptions during any period of suspension. If Subscriber or Inspectivity initiates termination of this Agreement, Subscriber will be obligated to pay the balance due on account computed in accordance with this Section and the Fees, Billing and Renewal Section above. Subscriber agrees that Inspectivity may charge such unpaid Fees and bill Subscriber for such unpaid Fees and charges. Subscriber agrees and acknowledges that Inspectivity has no obligation to retain Subscriber Data and that such Subscriber Data may be irretrievably deleted if Subscriber’s account becomes delinquent.

9 Term and Termination

9.1 This Agreement commences after an optional 2 week trial period with successive automatic monthly renewals unless terminated under Sections 8 or 9. Subscriber may cancel the Agreement through “Manage your subscription” in the Inspectivity Platform or https://inspectivity.chargebeeportal.com/ before the next Billing Period commences. Inspectivity may terminate this Agreement by notifying the Subscriber in writing at least thirty (30) days prior to the following billing period. Subscriber agrees and acknowledges that Inspectivity has no obligation to retain the Subscriber Data, and may delete such Subscriber Data upon termination.

9.2 Any breach or delinquency of Subscriber’s payment obligations or unauthorized use of the Inspectivity Technology or Service will be deemed a material breach of the Terms of Service. Inspectivity in its sole discretion, may de-activate or terminate Subscriber’s account or use of the Service and this Agreement if Subscriber breaches or otherwise fails to comply with this Agreement. Subscriber agrees and acknowledges that Inspectivity has no obligation to retain the Subscriber Data, and may delete such Subscriber Data, if Subscriber has materially breached this Agreement, including, but not limited to, failure to pay outstanding Fees, and such breach has not been cured within 15 days of payment delinquency or notice of such breach.

10 Assignment, Successors and Assigns

10.1 Subscriber shall not transfer or assign this Agreement or any rights or obligations hereunder without the prior written consent of Inspectivity, and any attempted assignment or transfer in violation of the foregoing will be void. This Agreement will be for the benefit of the permitted successors and assigns, and will be binding on heirs, legal representatives and permitted assignees.

11 Publicity Rights

11.1 Subscriber grants Inspectivity the right to include the Subscriber as a customer in Inspectivity’s promotional material.

12 Representation and Warranties

12.1 Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Inspectivity represents and warrants that it will use commercially reasonable efforts to provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof.

13 Indemnification

13.1 By Inspectivity. Inspectivity shall defend, indemnify and hold Subscriber harmless from all settlements agreed to by Inspectivity and all costs and direct damages finally awarded to a third party to the extent they arise out of a claim that the Service as delivered to Subscriber infringes a third party’s registered Australian or U.S. patent or copyright. Subscriber will be entitled to indemnification only (i) if Subscriber notifies Inspectivity in writing promptly after it becomes aware of a claim; (ii) Inspectivity has sole control of the settlement, compromise, negotiation and defence of any such action (provided that Inspectivity may not settle any claim without obtaining the consent of the Subscriber, such consent not to be unreasonably withheld or delayed); and (iii) Subscriber gives Inspectivity all reasonably available information and assistance, at Inspectivity’s expense. Subscriber shall have the right to participate in the defence or settlement with counsel of its own choosing at Subscriber’s expense. Inspectivity may, at its option, obtain the right to continued use of the Service, substitute other equivalent service, or modify the Service so it is no longer infringing, or, if none of the foregoing remedies are commercially feasible in Inspectivity’s sole discretion, terminate Subscriber’s right to the allegedly infringing Service and refund to Subscriber a pro-rata portion of the amount which Subscriber has paid for such Service. The foregoing indemnity will not apply to any infringement claim arising from (a) modification of the Service by Subscriber or any person at Subscriber’s direction, (b) combination of the Service with hardware and/or other software and/or ancillary services, if such claim would have been avoided by not so combining the Service, or (c) use of the Service other than in accordance with Inspectivity instructions and documentation. THE FOREGOING STATES INSPECTIVITY’S SOLE OBLIGATION AND SUBSCRIBER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO CLAIMS OF INFRINGEMENT OF THIRD-PARTY PROPRIETARY RIGHTS OF ANY KIND.

13.2 By Subscriber. Subscriber shall defend, indemnify and hold Inspectivity harmless from all third party claims and settlements agreed to by Subscriber and all costs and direct damages awarded to a third party to the extent they arise out of Subscriber’s infringement of any third party rights, or breach of any provision of these Terms of Service, or making representations or warranties regarding the Service to other third parties. Inspectivity agrees that (i) it shall provide written notice promptly after it first becomes aware of a claim; (ii) Subscriber shall have sole control of the settlement, compromise, negotiation and defence of any such action (provided that Subscriber may not settle any claim without obtaining the consent of Inspectivity, such consent not to be unreasonably withheld or delayed); and (iii) it shall give Subscriber all reasonably available information and assistance, at Subscriber’s expense. Inspectivity shall have the right to participate in the defence or settlement with counsel of its own choosing at Inspectivity’s expense.

14 Disclaimer of Warranties

14.1 EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF SERVICE, INSPECTIVITY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE.

15 Exclusion of Damages and Limitation of Liability

15.1 IN NO EVENT WILL INSPECTIVITY’S AGGREGATE LIABILITY UNDER ANY CLAIMS ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID BY SUBSCRIBER TO INSPECTIVITY DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE INITIAL EVENT RESULTING IN SUCH CLAIMS. INSPECTIVITY WILL NOT BE LIABLE FOR LOST PROFITS OR FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION, EVEN IF INSPECTIVITY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE CUMULATIVE FOR ALL CLAIMS HOWSOEVER ARISING UNDER ALL AGREEMENTS, AND SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF THE REMEDIES PROVIDED IN THIS AGREEMENT SHALL FAIL OF THEIR ESSENTIAL PURPOSE.

15.2 The Service is controlled and operated from Inspectivity’s facilities in Australia. Inspectivity makes no representations that the Service is appropriate or available for use in all locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by Australia, or are a foreign person or entity blocked or denied by the Australian government.

16 General Provisions

16.1 This Agreement is governed by the laws of Western Australia (WA), Australia and the parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of WA, Australia. This Agreement, including all proposals provided by and entered with Inspectivity in connection herewith, constitutes the entire agreement between the parties with regard to its subject matter, supersedes all prior or contemporaneous agreements, commitments, representations, writings, and discussions between the parties, whether oral or written, shall apply in lieu of the terms or conditions in any Subscriber purchase order or other order documentation (all such terms or conditions shall be null and void), and there are no other agreements, representations, warranties, or commitments which may be relied upon by either party. Neither party shall be liable hereunder by reason of failure or delay in the performance of its obligations hereunder (except for the non-payment of money) on account of strikes, shortages, riots, insurrection, war, acts of terrorism, fires, flood, storm, explosions, earthquakes, acts of God, governmental action, labor conditions, or any other cause which is beyond the reasonable control of the party. If a court of competent jurisdiction finds any provision hereof invalid or unenforceable, that provision will either be amended to achieve as nearly as possible the intent of the parties, or if amendment is not possible the offending provision shall be deemed struck, and the remainder of this Agreement will remain in full force and effect. The captions and headings in this Agreement are for convenience only and shall not effect the construction and interpretation of any provision of this Agreement. Where this Agreement is executed in hard copy and not entered into by on-line acceptance, this Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. In the event of a conflict with the provisions of this Agreement and the provisions in any proposal, the provisions of this Agreement shall prevail absolutely.

17 Confidentiality

17.1 Except as expressly permitted hereunder, each party shall hold in confidence and not use or disclose any materials or information disclosed by the other party that are marked as confidential or proprietary, or if disclosed verbally, reduced to writing and marked confidential, (“Confidential Information”), within thirty (30) days after the date of disclosure. Confidential Information includes any Applications, Software or Documentation, customer contact information of the Subscriber, any new product or service information. Each party shall treat the other party’s Confidential Information with at least the same degree of care it uses to prevent unauthorized disclosure or use of its own Confidential Information, but in no event less than reasonable care.

17.2 Confidential Information does not include any materials or information that the recipient can prove is now, or later becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public; (ii) is known by the receiving party at the time of disclosure as evidenced by its records; (iii) is furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (iv) is independently developed by the receiving party without any breach of this Agreement; (v) is the subject of a written permission to disclose provided by the disclosing party; (vi) is disclosed in response to a valid order of a court or other governmental body or any political subdivision thereof “in the jurisdiction in which the confidential information is required to be disclosed; provided, however, that the receiving party shall first have given notice to the disclosing party and shall have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for which the order was issued; or (vii) is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary.

17.3 Access to the Confidential Information is limited to employees and agents of the receiving party who have a legitimate “need to know” the information for their performance of this agreement, who have been advised of the confidential nature thereof and who have agreed in writing, as a condition of employment, engagement or otherwise, to protect the Confidential Information with terms no less than are imposed by this proposal. Notwithstanding the above, Inspectivity may use aggregate information to measure general Service usage patterns and characteristics of its user base, and may include such aggregate information about its audience in promotional materials or reports to third parties. This aggregate information will not reference names, phone numbers, email addresses, or other personally identifiable information, and it is not traceable to a specific recipient or user email address. Inspectivity may assign its rights in this agreement to any third party as it determines in its absolute discretion.

18 Data Protection Compliance

18.1 Section 18 shall only apply if and to the extent that the EU General Data Protection Regulation 2016/679 (“GDPR”) applies to any of the data with which you use the Service.

18.2 By using the Service, you agree that with regard to the processing of Personal Data about your customers, you shall act as the Data Controller, Inspectivity shall act as the Data Processor. With regard to the processing of Personal Data about you and your company or employees and/or agents thereof we shall act as both the Data Controller and Data Processor. Inspectivity shall collect, process, and/or store Personal Data only for the purpose of providing the Service or other legitimate business interests in compliance with all applicable laws and regulations and all published Inspectivity policies and shall treat Personal Data as confidential information to the extent required or allowed by law and/or contract.

18.3 Residents of the European Economic Area have the right to, at any time, object to our processing of their Personal Data, ask us to restrict processing of their Personal Data, or request portability of their Personal Data. Inspectivity will comply with all such requests as required and/or permitted by law. Residents of the European Economic Area also have the right to complain to a data protection authority about the collection and processing of their Personal Data. Inspectivity will fully comply with any such authority to the extent required by law. You have the right to withdraw consent at any time and Inspectivity will respond to all such notifications of withdrawal of consent in a reasonable and timely manner. Withdrawal of consent does not affect the lawfulness of collection, processing, or storage of Personal Data which took place prior to withdrawal of consent nor does it impact the lawfulness of such activities which are performed under a legal basis other than consent.

19 Legal Notice

Editor of the Site:

Inspectivity Pty Ltd

Level 1, 100 Havelock Street, West Perth, WA, 6005

support@inspectivity.com

Service Level Agreement

This Service Level Agreement (“SLA”) between Inspectivity and Subscriber governs the use of the Services under the provisions of the Agreement.

Unless otherwise provided herein, this SLA is subject to the provisions of the Agreement.

1. Uptime

Inspectivity will use commercially reasonable efforts to make Subscriber’s Inspectivity Platform instances available with a Monthly Uptime Percentage of at least 99.9% during any monthly billing cycle (the “Service Commitment”). Subject to the SLA Exclusions, if Inspectivity does not meet the Service Commitment, Subscriber will be eligible to receive a Service Credit.

Uptime: >99.9%

2. Disaster Recovery

In the unlikely event requiring recovery from a nightly Vault Backup (“Disaster”), Inspectivity provides these objectives:

Recovery Time Objective (RTO): 24 hours

Recovery Point Objective (RPO): 24 hours

3. SLA Definitions

In addition to defined terms noted in Terms of Service, the following SLA definitions are applicable to the Service Level Agreement:

“Disaster” means an incident which requires a restoration of data from a separated Vault Backup.

“Maintenance” means scheduled Unavailability of the Services, as announced by Inspectivity prior to Inspectivity Platform becoming Unavailable.

“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Inspectivity Platform instance was Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion.

“Recovery Point Objective (RPO)” is the maximum targeted period in which data (transactions) might be lost after a Disaster

“Recovery Time Objective (RTO)” is the targeted duration of time within which the Inspectivity Platform must be restored after a Disaster.

“Service Credit” means a credit denominated in Australian dollars, calculated as set forth below, that Inspectivity may credit back to the Subscriber.

“SLA Exclusion” means as specified in Clause 7 “SLA Exclusions”.

“Unavailable” and “Unavailability” mean when an Inspectivity Platform instance is not running or not reachable due to Inspectivity’s fault.

“Vault Backup” means a full nightly backup of the system into a separated, independently secured Amazon Web Services (AWS) account. Subject to Subscriber’s policies, this backup can be located in a separate geographical AWS region.

4. Service Commitments and Service Credits

Service Credits are calculated as a percentage of the total charges due on Subscriber’s Inspectivity monthly invoice for the impacted Inspectivity Platform instance, in accordance with the schedule below:

• For Monthly Uptime Percentage less than 99.9% but equal to or greater than 99.0%, Subscriber will be eligible for a Service Credit of 10% of the charges attributable to the affected Inspectivity Platform instance
• For Monthly Uptime Percentage less than 99.0%, Subscriber will be eligible for a Service Credit of 20% of the charges attributable to the affected Inspectivity Platform instance

Inspectivity will apply for any Service Credits only against future payments for the Services otherwise due from Subscriber. Service Credits will not entitle Subscriber to any refund or other payment from Inspectivity. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 AUD). Service Credits may not be transferred or applied to any other Subscriber account.

5. Sole Remedy

Unless otherwise provided in the Agreement, Subscriber’s sole and exclusive remedy for any unavailability, non-performance, or other failures by us to provide the Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

6. Credit Request and Payment Procedures

To receive a Service Credit, Subscriber must submit a claim by emailing support@inspectivity.com. To be eligible, the credit request must be received by Inspectivity within 30 days of the date of the incident and must include the dates and times of each Unavailability incident that Subscriber is claiming.

If the Monthly Uptime Percentage of such request is confirmed by Inspectivity and is less than the Service Commitment, then Inspectivity will issue the Service Credit to Subscriber on the next monthly invoice.

Failure to provide the request and other information as required above will disqualify Subscriber from receiving a Service Credit.

7. SLA Exclusions

The Uptime and Disaster Recovery commitments do not apply to any Unavailability:

• That results from a suspension or Remedial Action, as described in the Terms;
• Caused by factors outside of Inspectivity’s reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the Inspectivity network;
• That results from any actions or inactions of Subscriber or any third party;
• That results from the equipment, software or other technology of Subscriber or any third party (other than third-party equipment within Inspectivity’s direct control); or
• That results from any Maintenance.

If availability is impacted by factors other than those used in Inspectivity’s Monthly Uptime Percentage calculation, then Inspectivity may issue a Service Credit considering such factors at our discretion.

The Uptime and Disaster Recovery commitments do not apply to Staging environments or Free Trials.

Support Policy

1. Support Levels

Inspectivity attempts to respond to all issues in a timely manner, critical issues i.e. issues that hurt our customers’ production applications (Level 1, Level 2) will always take priority. Inspectivity reserves the right to determine the priority of issues and respond accordingly.

2. Support Hours

Inspectivity Support is available from 6 am to 6 pm (Australian Western Standard Time) Monday to Friday.

3. Support Channels

Only support requests sent to the above Support Channels are governed by the Response Time SLA.

4. Support Inclusions / Exclusions

Support includes:

• Incident Support – Identifying and troubleshooting problems in the system
• Root cause analysis
• Assistance with issues during upgrades

Support excludes:

• Users of Subscribers without a valid Inspectivity Platform Agreement
• Ad hoc client data updates, data refreshes
• Third-party application integrations or third-party plugins
• Product training
• Non-English language support
• Non-Production environments
• Inspectivity Consultancy Services

5. Hardware and Software Requirements

5.1 Portal Application

Inspectivity Portal is a web application and has no specific hardware requirements. As a guidance PCs running Microsoft Windows or Mac OS and one of the supported browsers listed below.

A display with a horizontal resolution of at least 1440 pixels is recommended.

Portal requires one of these browsers on Microsoft Windows and Mac OS X:

• Microsoft Edge
• Mozilla Firefox (current version and versions released within the last year)
• Google Chrome (current version and versions released within the last year)
• Apple Safari (current version and versions released within the last year)
• Microsoft Internet Explorer is not supported.

No browser plugins are required.

5.2 Go Application

Inspectivity Go runs on Android tablet computers.

There are no specific requirements to the tablet’s storage capacity other than that there must be enough free storage to store Go and the downloaded inspection data (typically 1GB).

Supported Android mobile devices:

• Operating system Android 8 or later
• Screen resolution of at least 1024 x 768 pixels
• A screen size of at least 7″ (depending on your usability requirements)