Terms and Conditions

This agreement (the “Agreement”) forms a contract between SubiTrading Pty Ltd ACN 672 142 175 (“Subi”, “we”,or “us”),Subi Credit Pty Ltd ACN 672 142 157 (“Subi Credit”), and theuser of the Subi Platform (defined below) (“you” or “User”). By using the SubiPlatform, you agree to the terms and conditions set out in this Agreement. If you do not accept this Agreement, you must refrain from accessing orusing the Subi Platform. This Agreement comprises this LicenceAgreementand:

(a) in the case of Employers (defined below), also incorporates the EmployerT&Cs (defined below); and

(b) in the case of Employees (defined below), also incorporates the EmployeeT&Cs (defined below).

Ifyou are accepting this Agreement or using the Subi Platform on behalf of acompany, organisation, association, or agency, or you are purporting to do so,then you represent and warrant to us that you have the legal power andauthority to bind such company, organisation, association, or agency to thisAgreement and to transact on the Subi Platform on its behalf.‍

1. Definitions and interpretation

1.1 Definitions

Inthis Agreement, unless the context indicates the contrary:

AnnualLeave has the same meaning attributed to the term ‘paid annual leave’ withinsection 12 of the Fair Work Act.

Business Day meansa day, other than a Saturday or a Sunday or a NSW public holiday, on whichbanks are open for business in Sydney, Australia.

Confidential Information meansall information provided by one party to the other in connection with thisAgreement where such information is identified as confidential at the time ofits disclosure or ought reasonably be considered confidential based on itscontent, nature or the manner of its disclosure, but excluding:

(a) informationthat enters the public domain or is disclosed to a party by a third party,other than through a breach of this Agreement; and

(b) information developed independently by a party.

Corporations Act meansthe Corporations Act 2001 (Cth).

Documentation means anyand all proprietary documentation made available to the User by Subi foruse with the Subi Platform, including any documentation available online.

Employee means auser of the Subi Platform who is an employee of an Employer entitled to AnnualLeave. For the avoidance of doubt, this excludes casual employees, volunteersor any other employee that is not employed on a permanent basis.

Employee T&Cs meansthe terms and conditions specific to Users that are Employees, as agreed to /accepted by the relevant Employee User and set out on the Subi Platform.

Employer means auser of the Subi Platform which employs employees who are also users of theSubi Platform.

Employer T&Cs meansthe terms and conditions specific to Users that are Employers, as agreed to /accepted by the relevant Employer User and set out on the Subi Platform.

Fair Work Act meansthe Fair Work Act 2009 (Cth), as amended from time to time.

Force Majeure Event meansany event beyond the control of the relevant party.

GST has themeaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth),or any other similar tax.

Insolvency Event means,in relation to a person, any of the following events:

(a) the person, being an individual, commits an act of bankruptcy;

(b) the person becomes insolvent;

(c) a receiver, receiver and manager, administrator, controller, provisionalliquidator or liquidator is appointed to the person or any of its property orthe person enters into a scheme of arrangement with its creditors or is woundup;

(d) any corporate action, legal proceedings or other procedure or step is takenthat may lead to an appointment, scheme or arrangement or winding up asspecified in paragraph(c);

(e) the person is taken (under section 459F of the Corporations Act) to have failedto comply with statutory demand;

(f) the person is the subject of an event described in section 459C(2)(b) orsection 585 of the CorporationsAct;

(g) the person assigns any of its property for the benefit of creditors or anyclass of them;

(h) any person holding a security interest in any property of the relevant persontakes any step towards taking possession or takes possession of the asset orexercises any power of sale; or

(i) the person has a judgment or order given against it in an amount exceeding$10,000 (or the equivalent in another currency) and that judgment or order isnot satisfied, quashed or stayed within 5 business days after being given.

Intellectual Property Rights meansall intellectual property rights, including all copyright, patents, trademarks, design rights, trade secrets, domain names, know-how and other rights ofa similar nature, whether registrable or not and whether registered or not, andany applications for registration or rights to make such an application.

Related body corporate has the meaning given in the Corporations Act.

Subi Platform means thesoftware, application, and website owned and operated by Subi and madeavailable to users via the ‘Subi’ app for electronic devices and the Subiwebsite (www.subi.au). The SubiPlatform provided will comprise either or both of Subi’s core “Health”application and Subi's core “Safety Net” application, as requested by theEmployer user in its agreement with Subi.

Term means theperiod commencing on the date the User first accesses the Subi Platform andexpiring on the date this Agreement is terminated in accordance with clause 10.

1.2 Interpretation

Unlessthe context requires otherwise:

(a) a reference to a person includes a corporationor any other legal entity;

(b) thesingular includes the plural and vice versa;

(c) headingsare for convenience and do not form part of this Agreement or otherwise affectthe interpretation of this Agreement;

(d) the term "includes" (or any similar term) means "includes withoutlimitation"; and

(e) are reference to any statute includes references to any subsequently amended,consolidated or re-enacted version of that statute and all delegatedlegislation or other statutory instruments made under it.

2. Employers and Employees

(a)The Subi Platform is designed to be used by both Employers and Employees and isintended to include functionality which, among other things, allows Employeesto request that their Employer cash some of the Employee’s accrued Annual Leave(an “Annual Leave Payout Request”) and for Employers to grantand fund that Annual Leave Payout Request. The Subi Platform is a singleplatform, but the functionality and access rights provided by Subi to Employeesand Employers are different.

(b) Ifyou are an Employee:

(i) the Employee T&Cs form part of your agreement with Subi;

(ii) whether your Subi app contains only ‘Health’ functionality, only ‘Safety Net’functionality, or both, will be determined bythe agreement that your Employerhas with Subi; and

(iii) if your Employer has entered into an agreement with Subi and agreed to paysubscription fees for your access to the Subi ‘Health’ functionality in theSubi Platform, you are not required to pay any fees for your use of the‘Health’ functionality of the Subi Platform; and

(iv) the Employer T&Cs do not form part of yourAgreement with Subi.

(i) the Employer T&Cs apply and form part ofyour agreement with Subi; and

(ii) your will be required to select whether the Subi app provided to your Employeescontains only ‘Health’ functionality, only ‘Safety Net’ functionality, or both.

3. Grant of licence

(a) Subi grants to You a non-exclusive, world-wide, non-transferable licence to usethe Subi Platform and the Documentation during the Term, subject to and inaccordance with the terms and conditions set out in this Agreement.

(b) Youmust not:

(i) usethe Subi Platform for any purpose or in any manner other than as set out in clause3(a);

(ii) usethe Subi Platform in any way that could damage the reputation of Subi (or itsrelated bodies corporate) or the goodwill or other rights associated with theSubi Platform;

(iii) permitany third party to use the Subi Platform;

(iv) permitany person to link to any page containing any part of the Subi Platform(including via a hyperlink or RSS feed) without Subi’s written consent;

(v) exceptas expressly permitted by this Agreement, and except to the extent thatapplicable laws, including the Copyright Act 1968(Cth), prevent Subirestraining the User from doing so:

(A) reproduce, make error corrections to or otherwise modify or adapt the SubiPlatform or the Documentation or create any derivative works based upon theSubi Platform or the Documentation;

(B) de-compile,disassemble or otherwise reverse engineer the Subi Platform or permit any thirdparty to do so; or

4. Delivery and installation

Usersare responsible for ensuring that their computer equipment and devices on whichthe Subi Platform is to be installed and/or used is in good, up to date workingorder and operating condition and has sufficient technical capabilities toefficiently run the Subi Platform. Users are responsible for their owninternet connectivity.

5. Intellectual Property Rights

(a) Nothing in this Agreement constitutes a transfer of any Intellectual PropertyRights.

(b) The User:

(i) acknowledgesthat Subi owns all Intellectual Property Rights in the Subi Platform; and

(ii) willnot directly or indirectly do anything that would or might invalidate or put indispute Subi's title in the Subi Platform.

(c) If any person makes any claim alleging that any of the Subi Platform (or use ofany of the Subi Platform) infringes any Intellectual Property Rights of anyperson, the User must:

(i) promptlynotify Subi in writing;

(ii) notmake any admissions or take any action in relation to the claim without Subi'swritten consent;

(iii) permitSubi control over any and all investigations, negotiations, settlement anddispute resolution proceedingsrelating to the claim; and

(iv) cooperate with, assist and act at all times in accordance with the reasonableinstructions of Subi in relation to the claimand any consequent investigations,negotiations, settlement and dispute resolution proceedings.

6. Payment

(a) If you are an Employer, you must pay fees as set out in the Employer T&Cs.

(b)If you are an Employee:

(i) you must pay fees for use of the ‘Safety Net’ functionality of the SubiPlatform as set out in the Employee T&Cs; and

(ii) unless clause 2(b)(iii) applies, you must pay fees for use of the ‘Health’functionality of the Subi Platform as set out in the Employee T&Cs.

7. Audit

Ifyou are an Employer, you must permit Subi (or its nominated auditor) to audityour records and premises at any time during the Term and for 3 years followingthe end of the Term, on at least 5 days written notice, for the purpose ofconfirming your compliance with this Agreement.

8. Warranties

(a) Eachparty warrants to the other that it has the right and ability to enter intothis Agreement and that this Agreement will be legally binding on it.

(b) Wecannot promise or guarantee any specific outcomes from the use of the SubiPlatform. To the maximum extent permitted bylaw, we do not make anyrepresentations or guarantees about the user experience, quality, or outcomesof any use of the Subi Platform. You acknowledge that the Subi Platform isprovided on an “as is” and “as available” basis and that, to the fullest extentallowed by law, we expressly disclaim all express and implied warrantiesincluding, but not limited to, the implied warranties of merchantability,fitness for a particular purpose, title, and non-infringement.

(c) Subishall use reasonable efforts consistent with prevailing industry standards tomaintain the Subi Platform in a manner which minimises errors andinterruptions. The Subi Platform may be temporarily unavailable for scheduledmaintenance or for unscheduled emergency maintenance, either by the Subi or bythird-party providers, or because of other causes beyond Subi’s reasonablecontrol, but Subi shall use reasonable efforts to provide advance notice inwriting or by email of any scheduled service disruption. However, Subi does notwarrant that the Subi Platform will be uninterrupted or error free; nor does itmake any warranty as to the results that may be obtained from use of the SubiPlatform or that the Subi Platform will be compatible with any application,program or software not specifically identified as compatible by Subi.

(d) The User acknowledges and accepts that it is the User’s sole responsibility toensure that:

(i) thefacilities and functions of the Subi Platform meet the User’s requirements;

(ii) the Subi Platform is appropriate for the specific circumstance of the User and arewithin the laws and regulations of the User’s jurisdiction.

(e) Subi does not purport to provide any legal, taxation or accountancy advice byproviding the Subi Platform under this Agreement.

(f) Subi will not be liable for any failure of the Subi Platform to provide any functionnot described in the Documentation or any failure attributable to:

(i) anymodification to the Subi Platform other than by Subi;

(ii) accident,abuse or misapplication of the Subi Platform by any user;

(iii) useof the Subi Platform with other software or equipment without Subi’s writtenconsent;

(iv) useof other than the latest, unaltered current release of the Subi Platform; or

(v)use other than in accordance with thisAgreement.

(g) Artificial intelligence features. You acknowledge and agree that the SubiPlatform incorporates artificial intelligence and machine learning features,including a chatbot and a tool that allows querying of data and the generationof answers, insights and other outputs (“AI Features”). The AI Features areprovided on an “as is” and “as available” basis. You acknowledge that:

(i) outputs generated by the AI Featuresare produced by probabilistic models and may be inaccurate, incomplete,misleading, biased, out of date, or otherwise unsuitable for your purposes;

(ii) the AI Features may producedifferent outputs in response to the same or similar inputs, and outputs shouldnot be treated as deterministic, authoritative, or as a statement of fact bySubi;

(iii) outputs of the AI Features do notconstitute legal, taxation, accounting, employment, payroll, financial or otherprofessional advice, and must not be relied on as a substitute for advice froma qualified professional;

(iv) you are solely responsible forreviewing, verifying and validating any output of the AI Features beforerelying on it or using it for any purpose, including any business, legal,compliance, financial or operational decision; and

(v) the AI Features may use third partymodels, services and infrastructure, and Subi makes no representations orwarranties in respect of those third party components.

Tothe maximum extent permitted by law, Subi disclaims all representations,warranties and guarantees in respect of the AI Features and any output theygenerate, including any warranty of accuracy, completeness, reliability,fitness for a particular purpose, or non-infringement.

9. Liability

(a) Tothe full extent permitted by law, Subi excludes all liability in respect ofloss of data, interruption of business or any consequential or incidentaldamages.

(b) Tothe full extent permitted by law, Subi excludes all representations, warrantiesor terms (whether express or implied) other than those expressly set out inthis Agreement.

(c) Subi’stotal aggregate liability to a User for all claims relating to this Agreementis limited to the fees payable by that User under this Agreement in the periodof 12 months prior to act that gave rise to the liability.

(d) Aparty's liability for any claim relating to this Agreement will be reduced tothe extent to which the other party contributed to the damage arising from theclaim.

(e)This Agreement is to be read subject to any legislation which prohibits orrestricts the exclusion, restriction or modification of any implied warranties,conditions, guarantees or obligations.If such legislation applies, to theextent possible, Subi limits its liability in respect of any claim to, atSubi’s option:

(i) thesupply of the relevant services again; or

(ii) thepayment of the cost of having the services supplied again.

(f) Inusing the Subi Platform, you may come across links or references to externalservice providers, merchants or suppliers. We do not endorse, warrant,guarantee or make any promises about any information, products or services theymay supply to you. Any transaction you have with these service providersare between you and them, and we do not get involved. By accessingexternal website links to third party service providers and other sites throughthe Subi Platform, We do not promise that they are appropriate, that they workor that they are virus free. We accept no responsibility for any loss ordamage that may arise from your use of, or engagement or transaction with, anythird party service providers.

(g) TheUser will at all times indemnify and hold harmless Subi and its officers,employees and agents in respect of any third party claim for any injury, loss,damage or expense occasioned by or arising directly or arising directly orindirectly from:

(i) abreach by the User of its obligations under this Agreement; and

(ii) anywilful, unlawful or negligent act or omission of the User.

(h)Without limiting any other provision of this clause 9, to the maximum extentpermitted by law, Subi excludes all liability arising out of or in connectionwith your use of, or reliance on, any AI Features or any output generated bythe AI Features, including any decision, action or omission made by you or anyother person on the basis of such output.

10. Termination

(a) Subimay suspend access to the Subi Platform at any time.

(b) Subior a User that is an Employer may terminate this Agreement at any time byproviding one month’s written notice to the other party.

(i) youmay terminate this Agreement at any time by cancelling your registration on theSubi Platform; and

(ii) ifyou are a User that is an Employee, Subi may terminate this Agreement at anytime and, in particular, Subi may do so if Subi’s licence agreement with yourEmployer expires or is terminated.

(d) Subimay terminate this Agreement by written notice to the other if any of thefollowing events has occurred in respect of the User:

(i) amaterial breach of this Agreement by the User which:

(A)is not remediable; or

(B) ifcapable of remedy, is not remedied by the other party within 14 days of writtennotice;

(ii)an Insolvency Event occurs in relation to the User.

(e) IfSubi terminates this Agreement, or suspends your use of the Subi Platform, ineither case for any reason other than a breach of this Agreement by you, Subiwill provide you with a pro rata refund of any subscription fees that havealready been paid by in relation to the period during the suspension or afterthe termination, as relevant.

11. Consequences of termination

Ifthis Agreement is terminated or expires for any reason, then, in addition andwithout prejudice to any other rights or remedies available:

(a)the parties are immediately released from their obligations under the Agreementexcept:

(i) thoseobligations in clauses 5, 6, 7, 8, 9, 12,13, 14, 15, 16 and any otherobligations that, by their nature, survive termination; and

(ii)for Employees, the Employee T&Cs; and

(iii)for Employers, the Employer T&Cs;

(b) each party retains the claims it has against the other;

(d) the User must immediately remove the Subi Platform from its devices andcomputer equipment; and

(e) the User must immediately pay all outstanding fees.

12. Confidentiality

(a) A party must not, without the prior written consent of the other, use ordisclose the other party's Confidential Information unless expressly permittedby this Agreement or required to do so by law or any regulatory authority.

(b) A party may:

(i) use the Confidential Information of the other party solely for the purposes ofcomplying with its obligations and exercising its rights under this Agreement;and

(ii) disclose the Confidential Information to its personnel or advisers to theextent necessary for them to know the information for purposes related to thisAgreement, but only if reasonable steps are taken to ensure that theconfidentiality of the information is retained.

(c) Each party must implement and maintain effective security measures to preventunauthorised use and disclosure of the other party's Confidential Informationwhile it is in the receiving party's possession or control.

(d) Each party must return, or at the other party's option destroy, allConfidential Information of the disclosing party in the receiving party'spossession or control, on the earlier of Subi’s request or on termination ofthis Agreement for any reason.

13. Notices

(a) The parties' contact details for notices under this Agreement are as follows,or as otherwise notified by one party to the other from time to time:

(i) Subi and Subi Credit:

(A) Address: 135-153 New South Head Road, Edgecliff, NSW, 2027

(B) Email: hello@subi.au

(ii) User: as notified to Subi under the Subi Platform.

(b) All notices must be in writing and can be givenby email, via the Subi Platform,or by any other method permitted by law.

14. General

(a) The User must not assign, sublicence or otherwise deal in any other way withany of its rights under this Agreement without the prior written consent ofSubi.

(b) Nothingcontained in this Agreement creates any relationship of partnership or agencybetween the parties.

(c) If a provision of this Agreement is invalid or unenforceable it is to be read downor severed to the extent necessary without affecting the validity orenforceability of the remaining provisions.

(d) Each party must at its own expense do everything reasonably necessary to givefull effect to this Agreement and the events contemplated by it.

(e) This Agreement (and any documents executed in connection with it) is the entireagreement of the parties about its subject matter and supersedes all otherrepresentations, arrangements or agreements. Other than as expressly set out inthis Agreement, no party has relied on any representation made by or on behalfof the other.

(f) Aprovision of or a right under this Agreement may not be waived or varied exceptin writing signed by the person to be bound.

(g) This Agreement may be executed in counterparts which will be taken together toconstitute one document.

(h) A party will not be responsible for a failure to comply with its obligationsunder this Agreement to the extent that failure is caused by a Force MajeureEvent, provided that the party keeps the other closely informed in suchcircumstances and uses reasonable endeavours to rectify the situation.

(i) Withoutlimiting any other right to terminate under this Agreement, if a Force MajeureEvent affects a party's performance under this Agreement for more than thirty(30) consecutive days, the other party may immediately terminate this Agreementby written notice.

(j) Subiand Subi Credit may subcontract the performance of any of its obligations underthis Agreement to third-parties, provided however that this does not relieveSubi of any obligation.

(k) All stamp duties and other government charges in relation to this Agreementmust be paid by the User.

(l) This Agreement is governed by the laws of and each party submits to thejurisdiction of the courts of the State of New South Wales.

15. Information you provide to us

Whenyou use the Subi Platform, you may send personal information to Subi. We willuse, store and handle this information in accordance with the requirements ofthe Privacy Act 1988 (Cth) that apply to us and our privacy policy which may beaccessed at www.subi.au/privacy-policy. Our privacy policy applies toyou and your use of the Subi Platform at all times. We do not claim ownershipof the information or data that you provide to us in using the Subi Platform.You (or your licensors, as applicable) will continue to own any and allintellectual property in such information. However, you agree to grant Us aperpetual, non-exclusive, assignable, worldwide and royalty free licence (witha right to sub-licence) to use, store, reproduce, adapt, communicate, publish,display and/or distribute such information, and to exploit it in connectionwith our business and/or for other commercial purposes. This right continueseven if you no longer use the Subi Platform.

16. Your Account

Inorder to use the Subi Platform, you are required to register and create anaccount with Subi. To do so, you must complete our registration process. By registering and creating an account with Subi, you agree that allinformation you provide to us is accurate, up to date and not misleading anddoes not infringe any person’s rights. You also agree to update your details ifany of them change. Your account is personal to you and non-transferable. Youare responsible for, and bound by, all of the activities that occur under youraccount. You should carefully choose your password and username and protectthem from unauthorised use. Please let us know immediately of any unauthoriseduse of your account or any other breach of security. We are not liable for anyloss if someone else uses your password or account, and you will be bound byany transaction processed on the Subi Platform through your account. You areresponsible for making all arrangements necessary for you to have access to theSubi Platform. You are also responsible for ensuring that all persons whoaccess or view the Subi Platform through your internet connection are aware ofthis Agreement, and that they comply with it.

17. Amendments

We mayupdate the terms of this Agreement (including the Employer T&Cs or EmployeeT&Cs, as relevant) at any time, with such updates taking effect when Younext use the Subi Platform or after 30 days, whichever is sooner. No otheramendment to Agreement will be effective unless made in writing, signed by You(including a signature or acceptance made on the Subi Platform) and by Us. Wewill use reasonable endeavours to give You notice of any update to thisAgreement (which notice may be through the Subi Platform) before the changecomes into effect, although this may not always be possible. If Youcontinue using the Subi Platform after an update takes effect, You are deemedto have agreed to the update and will be bound by this Agreement as amended.

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