CARETEC CUSTOMER AGREEMENT

This Customer Agreement ("Agreement") is entered into, in good faith, as of the date of electronic acceptance ("Effective Date") by and between Bizdify Pty Ltd (ACN 645 072 297) trading as Caretec AI (ABN 52 645 072 297) ("Company"), and you, the customer ("Customer"). By clicking "I Agree," or making payment or signing an order form with Caretec, or by using the Services, the Customer acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement.

1. Definitions

1.1. "Agreement" means this Customer Agreement, including any schedules, exhibits, or attachments hereto.

1.2. "Confidential Information" refers to all non-public information disclosed by one party to the other, including but not limited to business strategies, financial data, customer lists, and proprietary software.

1.3. "Services" encompasses all products, services, systems, solutions, consulting, and any deliverables provided by the Company to the Customer.

1.4. "Intellectual Property Rights" includes all rights associated with patents, copyrights, trademarks, trade secrets, and other proprietary rights.

1.5. "Deliverables" means any tangible or intangible materials provided to the Customer as a result of the Services.

1.6. "LLMs" refers to Large Language Models that may be part of the Deliverables.

1.7. "Consulting Hours" means the time allocated for consulting services as directed by the Customer.

2. Uptime Guarantee

2.1. Uptime Commitment: The Company will use commercially reasonable efforts to maintain a service uptime of 99% during each calendar month, excluding scheduled maintenance, emergency maintenance, and events beyond the Company's reasonable control.

2.2. Notification of Downtime: If the service uptime falls below 99% in any given calendar month, the Customer must notify the Company in writing within seven (7) days of the end of that month.

2.3. Exclusive Remedy: The Customer's sole and exclusive remedy for service uptime falling below 99% is an extension of the service period equal to the amount of downtime experienced, not to exceed one (1) month. This remedy applies only if the downtime is solely attributable to the Company's systems and not due to third-party services, the Customer's actions, or events beyond the Company's reasonable control.

3. Scope of Services

3.1. The Company agrees to provide the Services as detailed in the order confirmation, proposal, or any Statement of Work ("SOW") accepted by the Customer.

3.2. Any changes to the scope of Services must be agreed upon in writing by both parties and may result in additional fees at the Company's standard rates.

3.3. The Company reserves the right to modify, suspend, or discontinue any part of the Services at any time without liability to the Customer. The Company will endeavor to provide reasonable notice of any such changes when feasible.

3.4. The Company may substitute any Services with equivalent or better functionality at its sole discretion.

3.5. The Customer acknowledges that certain Services may include the use of LLMs, which are experimental in nature.

4. Customer Obligations

4.1. Access and Cooperation: The Customer shall provide the Company with all necessary access to premises, personnel, equipment, and information required to perform the Services in a timely manner. Failure to provide such access may result in delays or additional charges.

4.2. Compliance: The Customer agrees to comply with all applicable laws and regulations in relation to this Agreement and shall indemnify and hold harmless the Company against any claims, damages, losses, or expenses arising from the Customer's non-compliance.

4.3. Accuracy of Information: The Customer warrants that all information provided to the Company is accurate, complete, and not misleading, and acknowledges that the Company will rely on such information without independent verification.

4.4. The Customer is solely responsible for obtaining and maintaining all necessary licenses, permissions, and consents required to use the Services and to provide the materials to the Company.

4.5. Availability: The Customer must make themselves and their personnel available at times mutually agreeable with the Company to facilitate the provision of Services.

4.6. Consequences of Breach: Failure by the Customer to comply with its obligations under this Agreement may result in suspension or termination of the Services, without any liability to the Company and without prejudice to the Company's right to receive payment for Services rendered.

4.7. Permitted Document Types: The Customer agrees to upload only those document types specified by the Company for use with LLMs and acknowledges that any violation may result in termination of Services.

5. Fees and Payment Terms

5.1. Fees: The Customer agrees to pay the fees for the Services as specified in the invoice, order confirmation, or SOW.

5.2. Expenses: The Customer shall reimburse the Company for all reasonable out-of-pocket expenses incurred in connection with the Services, including travel expenses, regardless of prior approval.

5.3. Payment Terms:

• 5.3.1. Monthly Fees: Monthly fees are payable monthly in advance, on or before the first day of each month. The Customer agrees to set up automatic payments via credit card or direct debit.

• 5.3.2. Setup Costs: Any setup costs are payable in advance, prior to the commencement of the Services.

• 5.3.3. Suspension for Non-Payment: The Company reserves the right to suspend Services if payment is not received by the due date.

5.4. Consulting Hours:

• 5.4.1. Usage: Consulting Hours can be used as directed by the Customer within the scope of the Services, subject to the Company's availability.

• 5.4.2. Travel Time: If consulting services are performed at the Customer's premises, any travel time will be counted as Consulting Hours.

• 5.4.3. Travel Expenses: The Customer agrees to reimburse the Company for all reasonable travel expenses incurred, including transportation, lodging, and meals.

• 5.4.4. Expiration of Consulting Hours: Any unused Consulting Hours shall expire at the end of the billing cycle and will not be carried over to the next month.

5.5. Late Payments: Interest at a rate of 2% per month will accrue on any amounts overdue. The Company reserves the right to suspend or terminate Services if payments are not received within fifteen (15) days of the due date.

5.6. Costs of Collection: The Customer shall be responsible for all costs and expenses incurred by the Company in collecting any overdue amounts, including reasonable attorney's fees and court costs.

5.7. Currency: All payments shall be made in Australian Dollars (AUD).

5.8. Taxes: The Customer is responsible for all taxes, duties, and levies imposed by any governmental authority, including but not limited to Goods and Services Tax (GST), excluding taxes based on the Company's net income.

5.9. Fee Adjustments: The Company reserves the right to adjust the fees for the Services upon thirty (30) days' written notice to the Customer.

6. Term and Termination

6.1. Term: This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Agreement.

6.2. Termination for Convenience: The Company may terminate this Agreement for any reason upon thirty (30) days' written notice; the Customer may terminate upon ninety (90) days' written notice.

6.3. Termination for Cause:

• 6.3.1. By the Company: The Company may terminate this Agreement immediately upon written notice if the Customer breaches any provision and fails to cure the breach within seven (7) days after receiving written notice.

• 6.3.2. By the Customer: The Customer may terminate this Agreement if the Company materially breaches any provision and fails to cure the breach within thirty (30) days after receiving written notice.

6.4. Effect of Termination: Upon termination, the Customer shall pay the Company for all Services rendered and expenses incurred up to the termination date, including any non-cancellable commitments made by the Company. If the Customer terminates the Agreement for any reason other than the Company's uncured material breach, the Customer shall pay all remaining fees due under the Agreement.

6.5. Survival: Provisions relating to confidentiality, intellectual property rights, warranties, indemnities, limitation of liability, and any other provisions that by their nature should survive, shall survive termination.

7. Confidentiality

7.1. Obligations: Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to third parties without prior written consent, except as required to perform its obligations under this Agreement.

7.2. Use of Confidential Information: Confidential Information shall be used solely for the purposes of fulfilling obligations under this Agreement and shall not be used for any other purpose.

7.3. Exclusions: Confidential Information does not include information that is publicly available, independently developed without reference to the Confidential Information, or rightfully obtained from third parties without breach of confidentiality obligations.

7.4. Legal Disclosure: If required by law or court order, a party may disclose Confidential Information after providing prompt written notice to the other party.

8. Intellectual Property Rights

8.1. Ownership: All Intellectual Property Rights in the Services, Deliverables, and any LLMs, including any enhancements or modifications thereto, are and shall remain the exclusive property of the Company. The Customer does not acquire any rights, title, or interest therein except as expressly set forth in this Agreement.

8.2. License to Customer: The Company grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Deliverables solely for internal business purposes during the term of this Agreement.

8.3. Restrictions: The Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of the Deliverables; modify, translate, or create derivative works based on the Deliverables; or remove any proprietary notices or labels.

8.4. Customizations: Any customizations, modifications, or enhancements to the Deliverables made pursuant to this Agreement shall be owned exclusively by the Company.

8.5. Feedback: Any feedback or suggestions provided by the Customer may be used by the Company without obligation or compensation, and the Company shall own all Intellectual Property Rights in such feedback or suggestions.

9. Warranties and Representations

9.1. Service Warranty: The Company warrants that the Services will be performed with reasonable care and skill in accordance with industry standards. However, the Company does not warrant that the Services will be uninterrupted, error-free, or completely secure.

9.2. Disclaimer: The Services and Deliverables are provided "as is" and "as available." Except as expressly stated, the Company disclaims all other warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

9.3. Customer Warranties: The Customer warrants that they have the authority to enter into this Agreement and that the use of any materials provided to the Company does not infringe third-party rights.

9.4. LLMs Disclaimer:

• 9.4.1. Experimental Nature: The Customer acknowledges that LLMs provided as part of the Deliverables are experimental in nature, may not be error-free, and may produce unexpected or inaccurate results.

• 9.4.2. No Reliance: The Customer agrees not to rely on any answers or outputs generated by the LLMs for critical decision-making purposes and assumes all risks associated with such reliance.

• 9.4.3. No Recourse: The Customer has no recourse against the Company for any issues, inaccuracies, errors, or downtime related to the LLMs. Under no circumstances shall the Company be liable for any damages arising from the Customer's use of the LLMs.

10. Limitation of Liability

10.1. Aggregate Liability: To the fullest extent permitted by law, the Company's total liability under this Agreement shall not exceed the total fees paid by the Customer in the twelve (12) months preceding the claim, or AUD $500, whichever is less.

10.2. Exclusion of Consequential Damages: The Company shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, revenue, data, or business opportunities, even if advised of the possibility of such damages.

11. Indemnification

11.1. By Customer: The Customer agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, and subcontractors from any claims, damages, or expenses (including reasonable attorney's fees) arising from the Customer's breach of this Agreement, misuse of the Services, or violation of any laws or regulations.

11.2. By Company: Subject to the terms of this Agreement, the Company agrees to indemnify and hold harmless the Customer from any third-party claims that the Deliverables, as provided by the Company and used by the Customer in accordance with this Agreement and the Company's instructions, infringe third-party Intellectual Property Rights in Australia.

11.3. Limitations: The Company's indemnification obligation does not apply to claims arising from:

• 11.3.1. Modifications to the Deliverables not made by the Company.

• 11.3.2. Use of the Deliverables in combination with any other products, services, or materials not provided by the Company.

• 11.3.3. Use of the Deliverables in violation of this Agreement.

11.4. Indemnification Procedure: The indemnified party shall promptly notify the indemnifying party of any claim and provide reasonable assistance at the indemnifying party's expense. The indemnifying party shall have sole control over the defense and settlement of any claim, provided that the indemnifying party shall not settle any claim that imposes any obligation on the indemnified party without the indemnified party's prior written consent.

12. Data Protection and Privacy

12.1. Compliance with Laws: Both parties agree to comply with all applicable data protection and privacy laws, including the Privacy Act 1988 (Cth). The Customer is solely responsible for ensuring that its use of the Services complies with such laws.

12.2. LLMs Usage Terms:

• 12.2.1. Permitted Document Types: Only certain document types specified by the Company may be uploaded to the LLMs. The Customer agrees to comply with this requirement and acknowledges that any violation may result in immediate suspension or termination of Services without refund. The Company shall have no liability for any loss or damage arising from such suspension or termination.

• 12.2.2. Prompts and Questions: LLM questions, also known as prompts, are counted towards the Customer's usage quota even if the answer provided by the LLM is considered incorrect or unsatisfactory by the Customer. No refunds or credits will be given for such usage.

• 12.2.3. Data Responsibility: The Customer is solely responsible for the content and legality of any data they upload or input into the LLMs and shall indemnify and hold harmless the Company against any claims arising from such data.

13. Compliance with Laws and Policies

13.1. Legal Compliance: The Customer shall comply with all applicable laws, regulations, and codes of practice in relation to their obligations under this Agreement and their use of the Services. Failure to comply may result in immediate suspension or termination of Services without liability to the Company.

13.2. Anti-Bribery and Corruption: Each party warrants that it has not and will not engage in any activity that would constitute an offense under anti-bribery or anti-corruption laws, including but not limited to the Criminal Code Act 1995 (Cth).

13.3. Export Control: The Customer agrees not to export or re-export any Deliverables or technical data received from the Company, except in compliance with applicable export laws and regulations.

14. Force Majeure

14.1. Definition: Neither party shall be liable for delays or failures in performance due to events beyond their reasonable control, including but not limited to natural disasters, acts of government, war, terrorism, labor disputes, or civil unrest.

14.2. Notification: The affected party shall promptly notify the other party of the force majeure event and make reasonable efforts to mitigate its effects.

14.3. Termination Option: If a force majeure event continues for more than thirty (30) days, the Company may terminate this Agreement upon written notice to the Customer. The Customer has no right to terminate the Agreement due to a force majeure event.

15. Governing Law and Dispute Resolution

15.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Victoria, Australia, without regard to its conflict of law principles.

15.2. Dispute Resolution: In the event of a dispute, the parties agree to first attempt to resolve it through good faith negotiations.

15.3. Mediation: If negotiations fail, the dispute shall be referred to mediation in accordance with the Australian Mediation Association rules, to be held in Melbourne, Victoria.

15.4. Jurisdiction: The parties submit to the exclusive jurisdiction of the courts of Victoria, Australia.

16. Notices

16.1. Method of Notice: All notices shall be in writing and delivered by hand, registered mail, or email with delivery confirmation.

16.2. Addresses: Notices shall be sent to the addresses provided by the parties at the time of entering into this Agreement or as updated in writing. Notices to the Customer may be sent to the email address associated with the Customer's account.

16.3. Effective Date of Notice: Notices shall be deemed received upon delivery if by hand, two (2) business days after posting if by mail, or upon sending if by email.

17. Assignment and Subcontracting

17.1. Assignment: The Customer may not assign, transfer, or delegate any rights or obligations under this Agreement without the Company's prior written consent, which may be withheld at the Company's sole discretion. The Company may assign, transfer, or delegate this Agreement or any rights or obligations under it without the Customer's consent.

17.2. Subcontracting: The Company may subcontract its obligations under this Agreement and shall not be required to notify the Customer of any such subcontracting.

18. Relationship of Parties

18.1. Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, fiduciary, or agency relationship.

18.2. No Authority to Bind: Neither party has the authority to bind the other party or incur any obligation on its behalf.

19. Severability

19.1. Severability Clause: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, it shall be severed, and the remaining provisions shall remain in full force and effect.

20. Waiver

20.1. No Waiver: Failure or delay by either party to enforce any right or provision does not constitute a waiver of such right or provision.

20.2. Written Waiver: Any waiver must be in writing and signed by the party granting the waiver.

21. Entire Agreement

21.1. Integration: This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements, whether oral or written, relating to its subject matter.

21.2. Amendments: Any amendments to this Agreement must be in writing and signed by both parties.

22. Counterparts and Electronic Signatures

22.1. Counterparts: This Agreement may be executed in multiple counterparts, each of which is deemed an original, and all of which together constitute one and the same instrument.

22.2. Electronic Signatures: Electronic signatures shall be considered valid and binding to the fullest extent permitted by law.

23. Interpretation

23.1. Headings: Headings are for reference purposes only and do not affect the interpretation of this Agreement.

23.2. Language: Words importing the singular include the plural and vice versa. References to "including" shall be deemed to mean "including without limitation."

23.3. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements, whether oral or written, relating to its subject matter.

24. Survival of Terms

24.1. Surviving Provisions: All provisions that by their nature should survive termination, including but not limited to confidentiality, intellectual property rights, warranties, indemnities, and limitation of liability, shall survive.

25. Third-Party Beneficiaries

25.1. No Third-Party Rights: This Agreement does not confer any rights on any third party unless expressly stated.

26. Compliance with Export Regulations

26.1. Export Controls: The Customer acknowledges that the Services and Deliverables may be subject to export laws and regulations and agrees to comply with all such laws and regulations.

27. Publicity

27.1. Consent: The Company may use the Customer's name and logo in its marketing materials and website without the Customer's prior written consent.

27.2. Withdrawal of Consent: The Customer may not withdraw consent for the use of its name and logo during the term of the Agreement and for two (2) years thereafter.

28. Non-Solicitation

28.1. Restriction: During the term of this Agreement and for thirty-six (36) months thereafter, the Customer shall not solicit, induce, or hire any employee or contractor of the Company involved in providing the Services.

28.2. Exception: This restriction does not apply to general job advertisements not specifically targeted at the Company's personnel.

29. Ethical Standards

29.1. Code of Conduct: Both parties agree to conduct business ethically and in compliance with all applicable laws and regulations.

29.2. Reporting Violations: Any suspected violations of ethical standards shall be promptly reported to the Company.

30. Feedback and Reviews

30.1. Customer Feedback: The Customer agrees to provide honest and constructive feedback to improve the quality of the Services. Any feedback or suggestions provided by the Customer may be used by the Company without obligation or compensation, and the Company shall own all Intellectual Property Rights in such feedback or suggestions.

30.2. Testimonials: The Company may use testimonials or reviews provided by the Customer for marketing purposes without additional consent.

31. Best Efforts and Cooperation

31.1. Best Efforts Basis: All Services are provided on a best efforts basis. The Company does not guarantee any specific results or outcomes and shall not be liable for any failure to achieve such results.

31.2. Cooperation: The Customer agrees to cooperate fully with the Company to facilitate the provision of Services, including but not limited to timely decision-making and provision of information.

32. Additional Provisions

32.1. Limitation on Data Loss Liability: The Company shall not be liable for any loss of data or information resulting from delays, non-deliveries, misdeliveries, or service interruptions, and the Customer is responsible for maintaining backup copies of all data.

32.2. Third-Party Services: The Company may utilize third-party services or software in providing the Services. The Company makes no warranties regarding third-party services and shall not be liable for any issues arising from their use.

32.3. Compliance with Third-Party Terms: The Customer agrees to comply with any additional terms and conditions imposed by third-party providers used in conjunction with the Services. The Company shall not be responsible for any breach of such terms by the Customer.

32.4. Limitation on Claims: Any claim arising under this Agreement must be brought within three (3) months from the date the cause of action arose.

32.5. Waiver of Jury Trial: Each party waives any right to a jury trial in any proceeding arising out of or related to this Agreement.

32.6. Attorney's Fees: In the event of litigation or arbitration, the prevailing party shall be entitled to recover reasonable attorney's fees and costs.

32.7. No Reverse Engineering: The Customer agrees not to reverse engineer, decompile, or disassemble any software or technology provided by the Company.

32.8. Changes to Agreement: The Company reserves the right to update or modify this Agreement at any time without prior notice to the Customer. The Customer will be deemed to have accepted any changes by continuing to use the Services after the changes are posted. It is the Customer's responsibility to review the Agreement periodically for changes.

33. Acceptance

By clicking "I Agree," making payment, signing an order form with Caretec, or by using the Services, the Customer acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement, including any documents incorporated by reference.

34. Important Notice

This Agreement is a legally binding contract that affects your rights and obligations. Please read it carefully before accepting. If you have any questions or concerns, we recommend seeking independent legal advice.

35. Thank You

Thank you for choosing Caretec AI. We are committed to providing you with exceptional Services and look forward to a successful partnership.