Terms and Conditions

Welcome to RiskSight! We are RiskSight Pty Ltd ABN 43 687 933 893 ('RiskSight', 'we', 'our' or 'us') and we provide software designed to assess and mitigate risks associated with workplace health and safety. This safety risk-based software provided by RiskSight, including its associated documentation, modules, templates, custom reports, and any updates, enhancements, or new features released during the term, is offered under a subscription-based licensing model (Software).

These terms and conditions and the attached EULA (Terms) govern your access to the Software and us providing you any other goods and services as set out in these Terms (Subscription). You can view the most updated version of our Terms at https://www.risksight.com.au (Website). Please read these terms and conditions carefully before agreeing to proceed with your Subscription.

Reading and Accepting These Terms

In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.

By clicking the tick box below or clicking the "I accept these Terms" button on our Website when you sign up with an Account, paying for your Subscription or otherwise accepting the benefit of any part of your Subscription, you agree to be bound by these Terms which form a binding contractual agreement between you the person acquiring a Subscription or the company you represent and are acquiring the Subscription on behalf of ('you' or 'your') and us.

We may change these Terms at any time by notifying you, and your continued use of the Solution following such an update will represent an agreement by you to be bound by the Terms as amended.

1. Eligibility

By accepting these Terms, you represent and warrant that:

• you have the legal capacity and authority to enter into a binding contract with us; and
• you are authorised to use the payment you provided when purchasing a Subscription.

The Software is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Software. By using the Software, you represent and warrant that you are either:

• over the age of 18 years and accessing the Software for personal and commercial use; or
• accessing the Software on behalf of someone under the age of 18 years old and consent to that person's use of the Software.

Please do not access the Software if you are under the age of 18 years old and do not have your parent or guardian's consent, if you are under 16 or if you have previously been suspended or prohibited from using the Software.

If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then "you" or "your" means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Solution on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

2. Duration of Your Subscription

Your Subscription and these Terms commence on the date you agree to be bound by these Terms (as set out at the beginning of these Terms) and continues for a period of twelve (12) months (Subscription Period) unless terminated earlier in accordance with clause 15.

At least 30 days' prior to the expiry of the Subscription Period, we will provide you with advanced written notice of the agreement renewing and any applicable changes to the Subscription Fees or these Terms (Renewal Notice).

3. Fees and Payment

3.1 Subscription Period

The Subscription commences on the date you agree to the terms of this Agreement and continues for an initial term of 12 months. The Subscription will automatically renew for successive renewal terms unless terminated by either party in accordance with this Agreement.

3.2 Subscription Fees

You agree to pay the fees as outlined during the Subscription process, which may include:

• Paid Tiers: Access to features and customisation, including enterprise licensing or user-based processing. Subscription fees are due upon execution of this Agreement or at the beginning of each renewal term.

3.3 Payment Terms

Subscription fees are payable either on a monthly or annual basis, as chosen by you during sign-up. Payments for renewal terms are due 30 days prior to the expiration of the current Subscription period. All payments must be made through the approved payment gateway.

3.4 Grace Period

A grace period will be provided for Subscription renewals, during which you may continue to use the Software, but access may be limited if the Subscription is not renewed by the end of the grace period.

3.5 Changes to Subscription Fees

We may, from time to time, change our Subscription Fees and provide you with 30 days' notice prior to the changes. During this time, you have the opportunity to cancel your Subscription with us.

3.6 Late Payments

We reserve the right to suspend all or part of the Solution indefinitely if you fail to pay any Fees in accordance with this clause.

3.7 GST

Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.

3.8 Card Surcharges

We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

4. The Solution

4.1 Scope of Your Subscription and the Solution

We will provide you with access to the Software and the Documentation (Solution), as tailored to your specific requirements and as described in your Subscription.

Your Subscription will include the features, benefits, and limitations agreed upon during the subscription process, based on factors such as the number of users, size of your organisation, and number of templates required. These terms may also be further adjusted by notice to you from time to time.

4.2 Accounts

To use the Solution, you may be required to sign-up, register and receive an account through the Website (an Account).

There are different types of accounts, which will determine the relevant Users' access to the Software, which will include the below Users and may include other types of Users as communicated to you:

• an Account Administrator, which is the primary account holder who is responsible for initiating the Subscription and paying the relevant Fees, and includes one User only; and
• Additional Users, which are the secondary users of the Subscription, authorised by the Account Administrator to access the Software using the Account Administrator's Subscription, and which may have different levels of access.

As part of the Account registration process and as part of your continued use of the Website, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, photos and video, audio files, profile information, payment details, ratings and reviews, verified identifications, verified certifications and authentication, and other information as determined by us from time to time.

You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.

Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.

4.3 Users and EULA

You must, and must ensure that all Users:

• comply with this agreement (including the EULA) at all times; and
• notify us without delay whenever it becomes aware of any case of a breach of this clause or otherwise any illegal or unauthorised use of the Solution.

You acknowledge and agree that RiskSight will have no liability for any act of a User or for damage, loss or expense suffered by a User in connection with the use of the Solution and will indemnify us for any such damage, loss or expense.

4.4 Customisation and Reports

The Software allows for limited Customisation, such as modifying names, lists, or language settings, within the parameters of the Subscription. This Customisation is strictly confined to predefined options and settings. Any requests for further Customisation that deviate from these parameters, including but not limited to changes in the underlying functionality, additional features, or other alterations outside of the available options, will require a separate agreement and may incur additional fees. RiskSight retains sole discretion to determine the scope, feasibility, and cost of such additional Customisation.

The Software provides the ability to generate custom reports based on data entered by you. You retain ownership of the content of those reports, subject to the terms and limitations of this Agreement. However, RiskSight retains ownership of the underlying Software, any proprietary algorithms, and any intellectual property incorporated within the reports, including but not limited to report templates, logic, or other proprietary elements that may have been generated or embedded by the Software.

You acknowledge that the reports generated through the Software are for your internal use only. You shall not reverse-engineer, modify, or attempt to extract or use the report logic, templates, or any underlying intellectual property of RiskSight in any manner, except as expressly authorised under this Agreement. Any use of the Software outside the scope of your Subscription or for purposes other than internal use is strictly prohibited without prior written consent from RiskSight.

4.5 AI Component

Some of the services within the Solution provided by RiskSight may utilise AI technology to generate recommendations, suggestions, or insights. However, RiskSight makes no representations or warranties regarding the effectiveness, accuracy, or reliability of any AI-generated outputs. You acknowledge that the use of AI-based recommendations is done at your own risk. RiskSight shall not be liable for any losses, damages, or costs incurred, whether directly or indirectly, as a result of relying on or acting upon AI-generated content.

RiskSight does not guarantee that any AI-generated recommendations, suggestions, or insights will always be optimal, error-free, or suitable for your specific needs. You are solely responsible for reviewing, verifying, and validating the AI-generated outputs before taking any action or making decisions based on them. RiskSight will not be held liable for any actions, decisions, or consequences arising from your use of AI-based outputs.

4.6 Accuracy Disclaimer

The Software utilises algorithms and machine learning techniques to provide the Solution and any associated Software Content. While we strive to ensure the highest level of data accuracy, errors may occur due to the inherent limitations of artificial intelligence or variations in the quality of user input to the Solution. Therefore, we do not warrant or guarantee the accuracy, completeness, or reliability of the Software or its associated Software Content. You acknowledge and agree that any reliance on content is at your own risk.

You are encouraged to review and verify the accuracy of any Software Content developed using the Solution independently. The Solution is designed to support and enhance your organisation's ability to identify and respond to security threats, but it does not replace professional risk management expertise or decision-making processes. We will not be held liable for any errors, omissions, or damages arising from the use of the Solution or reliance on the Software Content, including but not limited to financial losses, loss of business opportunities, or reputational damage.

By using our Solution, you acknowledge that errors may occur and accept the risk associated with potential inaccuracies. The Solution provides outputs based on currently available data and algorithms; however, due to the rapidly evolving nature of insider threats and data risks, the outputs may not encompass all potential scenarios or risks. You agree to hold us harmless and indemnify us from any claims, liabilities, losses, or expenses arising out of or related to the use of our Software or reliance on its associated Software Content.

The Software and its associated Software Content are provided "as is" and "as available" without any warranties of any kind, either express or implied. We disclaim all warranties, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Software will be uninterrupted, error-free, or free of viruses or other harmful components.

The Solution incorporates outputs generated by artificial intelligence tools. While we aim to provide useful and relevant suggestions, the AI-generated outputs are not guaranteed to be accurate, complete, or suitable for any particular purpose. Users are advised to use the Software as part of a comprehensive risk management strategy and exercise professional judgment when relying on these outputs. Additional measures, such as professional advice and internal risk assessments, should be taken where necessary.

4.7 General Disclaimer

You acknowledge and agree that:

• any information provided to you as part of or in connection with the Solution or the Services is general in nature, may not be suitable for your circumstances and does not constitute financial, legal or any other kind of professional advice;
• it is your responsibility to comply with applicable Laws relevant to your business, including industrial relations Laws and privacy Laws;
• we merely act as a passive conduit for the online distribution of the Solution and the associated Software Content and we have no obligation to screen the data and information that you input into the Solution;
• you are solely responsible for all acts and omissions related to your use of the Solution and associated Software Content;
• we have no liability in respect of any damage, loss or expense which arises in connection with the Software and Software Content and you release and hold us harmless from damage, loss or expense which arises from the Software or Software Content;
• we do not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to the Software or Software Content or any other information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Solution; and
• you must take your own precautions to ensure that the process which you employ for accessing the Software or Software Content does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

5. Software

While your Subscription is maintained, we grant to you a non-exclusive, non-transferable licence to use the Software and Documentation for the Number of Additional Users. If your Subscription on the Website does not specify a Number of Additional Users, your licence to use the Solution under this clause will be limited to one User.

We may from time to time, in our absolute discretion, release enhancements to the Software, meaning an upgraded, improved, modified or new versions of the Software (Enhancements). Any Enhancements to the Software will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.

We may change any features of the Solution at any time on notice to you.

RiskSight retains all rights, title, and interest in the Software, including any associated intellectual property, except for any Reports generated by the Customer which are owned by the Customer.

5.1 Restrictions

You agree not to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software.
• Transfer, lease, lend, or otherwise make the Software available to third parties without RiskSight's written consent.
• Use the Software to provide services to third parties, including hosting, data processing, or similar services, unless agreed by RiskSight in writing.

5.2 Feedback

Any feedback, ideas, modifications, suggestions, improvements and similar by you or your Users with respect to the Software or Solution (Feedback) shall be the property of RiskSight on and from its creation and shall be RiskSight's Confidential Information. To the extent necessary to give effect to this provision, you assign all rights, title and interest in such Feedback to RiskSight.

6. Data Hosting

We will store User Data you upload to the Software using a third party hosting service selected by us, currently Amazon Web Services (Hosting Services), subject to the following terms:

• Hosting Location: You acknowledge and agree that we may use storage servers to host the Software through cloud-based services, and potentially other locations outside Australia.
• Service Quality: While we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Services will be free from errors or defects or that User Data will be accessible or available at all times. You acknowledge that any downtime, interruptions, or performance issues in the Hosting Services are beyond our control and may impact our ability to provide the Software and associated services. We will not be liable for any such interruptions or their consequences.
• Security: We will use our best efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
• Backups & Disaster Recovery: In the event that User Data is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.

7. Data Security

RiskSight will implement and maintain appropriate technical and organisational measures to protect your data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure. These measures include, but are not limited to:

• Encryption: Use industry-standard encryption for data at rest and in transit.
• Access Control: Restrict data access to authorised personnel with multi-factor authentication.
• Secure Storage: Store data in secure, access-controlled environments.
• Incident Response: Notify clients within 72 hours of a data breach, detailing the breach and remedial actions.
• Data Minimisation: Collect and retain only the necessary data, clearly specifying types and purposes.
• Data Sharing: No data sales or rentals without permission; third-party vendors adhere to the same standards.
• Regular Audits: Conduct regular security audits to identify and mitigate vulnerabilities.
• Employee Training: Provide training on data security best practices.

In the event of a data breach or security incident, RiskSight will promptly investigate and take necessary actions to mitigate the impact. RiskSight will notify you within 72 hours of becoming aware of the breach or incident, providing details about the nature and extent of the breach, the potential impact, and the remedial actions taken.

8. Use of Your Data

RiskSight will only use your data for the purpose of providing the agreed-upon Software and not for any other purpose, including marketing, advertising, or the development of products, without your express permission.

RiskSight will only collect and retain the minimum necessary data required to provide the Services and Software. The types of data collected and their purposes are specified on the Website.

RiskSight will not sell, rent, or otherwise make your data available to third parties without your express permission, unless required by law.

9. Client Obligations

9.1 Provide Information

You agree to:

• provide us with all documentation, information and assistance reasonably required by us to provide the Services; and
• provide us with access to any third party or other accounts used by you (including log-in details and passwords), as is reasonably required by us to provide the Services.

9.2 Client Material

You warrant that all information, documentation and other Material you provide to us for the purpose of receiving the Solution is complete, accurate and up-to-date.

You release us from all liability in relation to any loss or damage arising out of or in connection with the Solution, to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by you being incomplete, inaccurate or out-of-date.

9.3 Your Obligations

You must, and must ensure that all Users, comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel's, or any User's, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.

You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:

• upload sensitive information or commercial secrets using the Software;
• upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Software;
• use the Software for any purpose other than for the purpose for which it was designed, including in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
• adapt, modify or tamper in any way with the Software;
• remove or alter any copyright, trademark or other notice on or forming part of the Software or Documentation;
• act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Software;
• use the Software in a way which infringes the Intellectual Property Rights of any third party;
• publish or otherwise communicate the Software or Documentation to the public, including by making it available online or sharing it with third parties;
• integrate the Software with third party data or Software, or make additions or changes to the Software, other than integrating in accordance with any Documentation or instructions provided by us in writing;
• intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Software;
• sell, loan, transfer, sub-licence, hire or otherwise dispose of the Software or Documentation to any third party, other than granting a User access as permitted under these Terms;
• decompile or reverse engineer the Software or any part of it, or otherwise attempt to derive its source code;
• share your Account or Account information, including log in details or passwords, with any other person;
• make any automated use of the Solution and you must not copy, reproduce, translate, adapt, vary or modify the Solution without our express written consent; or
• attempt to circumvent any technological protection mechanism or other security feature of the Software.

If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.

10. Intellectual Property and Data

10.1 Software Content Intellectual Property

We retain ownership of all Materials provided to you throughout the course of your Subscription in connection with the Software (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Software Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us in the Software Content not expressly granted to you.

You are granted a licence to the Software Content, for the Number of Solution Users, and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the Software. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Software Content without prior written consent from us or as otherwise permitted by law.

10.2 User Data

Our Rights and Obligations

You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use User Data to the extent reasonably required to provide the Solution, and for our internal business purposes, including to improve the Solution and our other products and services, and including to apply machine learning and other analytics processes to the User Data, to gain commercial insights and other associated learnings, and to improve the Solution, our business and our other products and services.

We reserve the right to remove any User Data at any time, for any reason, including where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.

Your Obligations and Grant of Licence to Us

You are responsible for ensuring that:

• you share User Data only with intended recipients; and
• all User Data is appropriate and not in contravention of these Terms.

You:

• warrant that our use of User Data will not infringe any third-party Intellectual Property Rights; and
• indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

10.3 Generated Materials

Intellectual Property Rights in Generated Materials are immediately assigned to and vest in you as those rights are created.

You grant to RiskSight (and its Personnel) a non-exclusive, royalty free, non-transferable, worldwide and revocable licence to use the Generated Materials to the extent reasonably required to provide the Solution.

10.4 Artificially Generated Materials

Third-Party AI Providers: The Solution may utilise third-party artificial intelligence providers, such as OpenAI, to generate content. The use and ownership of Artificially Generated Material is subject to the terms and conditions of these providers. By using the Solution, you agree to comply with the intellectual property policies and terms of use of the relevant AI provider, currently Anthropic and Gemini.

Limitations: You agree not to use the Artificially Generated Material in any manner that infringes on third-party rights or violates any applicable laws. Additionally, you acknowledge that the Artificially Generated Material is provided "as is" and "as available" without any warranties, and you are responsible for verifying the accuracy and suitability of the content for your specific use.

Responsibility for Use: You are responsible for ensuring that any use of the Artificially Generated Material complies with all relevant legal and regulatory requirements. We will not be liable for any claims, liabilities, losses, or expenses arising from your use of the Artificially Generated Material.

10.5 Use of Third Party AI Vendors

RiskSight reserves the right to utilise external third-party AI vendors, including but not limited to Anthropic and Gemini and potentially others (Third-Party AI Vendors), in the provision of the Solution. By agreeing to these Terms, you consent to the transmission of certain information to these Third-Party AI Vendors. Such information is necessary for providing you with advanced AI features, to facilitate the writing of reports and to enhance the functionality of the Solution, including by generating automated report creation. The use of third-party AI services is intended to provide you with advanced capabilities for report writing and other enhanced functionalities, ensuring more accurate and efficient use of the Solution.

RiskSight takes reasonable measures to ensure that the transmission of information to Third-Party AI Vendors is conducted securely and in accordance with applicable data protection laws and regulations.

11. Third Party Software & Terms

11.1 Third Party Terms

If we are required to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party (Third Party Terms). Currently, Third Party Terms that we use include:

• Anthropic
• Gemini
• Stripe

Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms, you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we acquire as part of providing the Solution to you and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.

You have the right to reject any Third Party Terms. If you reject the Third Party Terms, we cannot provide the Solution to you and clause 15 will apply.

11.2 Third Party Software Integrations

You acknowledge and agree that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. We cannot guarantee that integration processes between the Software and other software programs will be free from errors, defects or delay.

You agree that we will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Software if you integrate it with third party software, or change or augment the Software, including by making additions or changes to the Software code, and including by incorporating APIs into the Software.

If you add third party software or software code to the Software, integrate the Software with third party software, or make any other changes to the Software, including the Software code (User Software Changes), then:

• you acknowledge and agree that User Software Changes can have adverse effects on the Solution, including the Software;
• you will indemnify us in relation to any loss or damage that arises in connection with the User Software Changes;
• we will not be liable for any failure in the Solution, to the extent such failure is caused or contributed to by a User Software Change;
• we may require you to change or remove User Software Changes, at our discretion, and if we do so, you must act promptly;
• we may suspend your access to the Solution until you have changed or removed User Software Change; and/or
• we may change or remove any User Software Change, in our absolute discretion. We will not be liable for loss of data or any other loss or damage you may suffer in relation to our amendment to, or removal of, any User Software Change.

You acknowledge that downtime, interruptions, or performance issues affecting third-party software integrations used by us are beyond our control and may impact our ability to provide the Software and associated services. If such downtime or interruptions are deemed to be reasonable and not excessive, no adjustment will be made to your Subscription Fees. However, if delays are excessive and unreasonable, we may, at our discretion, discuss potential adjustments, including the possibility of refunds, on a case-by-case basis.

11.3 Use of Other Software

In addition to Third-Party AI Vendors, we may also utilise other software services to develop and maintain the web application used by you.

By agreeing to these Terms, you acknowledge and consent to the use of such software services in the provision of the Solution. This may involve the transmission of certain information provided by you to these software services for the purpose of authentication, code management, and other necessary functionalities.

RiskSight will take reasonable measures to ensure that the use of such software services is conducted in compliance with applicable terms of service and data protection laws and regulations.

12. Confidentiality

Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party's prior written consent.

Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.

The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation.

13. Privacy

We collect personal information about you in the course of providing you with the Solution, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.

Our Privacy Policy contains more information about how we use, disclose and store your personal information and details how you can access and correct your personal information.

By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.

14. Liability

14.1 Warranties and Limitations

We warrant that:

• during the Subscription Period, the Software will perform substantially in accordance with the Documentation;
• during the Subscription Period, the Solution will be provided as described to you in, and subject to, these Terms; and
• to our knowledge, the use of the Software in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.

We will correct any errors, bugs or defects in the Software which arise during your Subscription and which are notified to us by you, unless the errors, bugs or defects:

• result from the interaction of the Software with any other solution or computer hardware, software or services not approved in writing by us;
• result from any misuse of the Software; or
• result from the use of the Software by you other than in accordance with these Terms or the Documentation.

While we will use our best endeavours to ensure the Solution is working for its intended purpose, you acknowledge and agree that from time to time, you may encounter the following issues:

• the Solution may have errors or defects;
• the Solution may not be accessible at times;
• messages sent through the Solution may not be delivered promptly, or delivered at all;
• information you receive or supply through the Solution may not be secure or confidential; or
• any information provided through the Solution may not be accurate or true.

To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.

Nothing in these Terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.

14.2 Liability

To the maximum extent permitted by law, the total liability of each party in respect of loss or damage sustained by the other party in connection with these Terms or the Solution is limited to the total Fees paid to us by you in the 3 months preceding the date of the event giving rise to the relevant liability. If no Fees have been made, then liability is limited to $100.

This limitation does not apply to your liability in respect of loss or damage sustained by us arising from your breach of clauses 1, 4.3, 9, 10, 11.2 and 12.

14.3 Consequential Loss

To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with these Terms or any goods or services provided by us, except:

• in relation to a party's liability for fraud, personal injury, death or loss or damage to tangible property; or
• to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

14.4 Indemnity

You agree to indemnify, defend, and hold harmless RiskSight and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with your use of the Solution, including but not limited to:

• Any damages, losses, or liabilities resulting from the use or misuse of the Solution, except for direct losses caused by our breach of these terms;
• Any violation of applicable laws or regulations by you or your personnel;
• Any claims that your use of the Solution infringes on any third-party intellectual property rights.

This indemnity shall survive the termination of these terms and your use of the Solution.

15. Cancellation

15.1 Cancellation for Breach

Either party may cancel your Subscription immediately by written notice if there has been a Breach of these Terms.

A "Breach" of these Terms means:

• a party (Notifying Party) considers the other party (or any of its Personnel or Users) is in breach of these Terms and notifies the other party;
• the other party is given 10 Business Days to rectify the breach; and
• the breach has not been rectified within 10 Business Days or another period agreed between the parties in writing.

15.2 Effect of Termination

Upon termination of this agreement:

• you will no longer have access to the Software, your Account or your User Data and we will have no responsibility to store or otherwise retain any User Data (and you release us in respect of any loss or damage which may arise out of us not retaining any User Data beyond that point);
• unless agreed in writing, any Subscription Fees that would otherwise have been payable after termination for the remainder of the relevant Renewal Period will remain payable and, to the maximum extent permitted by law, no Subscription Fees already paid will be refundable; and
• we will securely delete your data, ensuring that all copies of your data are irretrievably erased from our systems within 30 days following termination, unless retention is required by law. This includes the secure destruction of any backups or archives;
• each party must comply with all obligations that are by their nature intended to survive the end of this agreement.

16. Dispute Resolution

A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.

A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.

Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

17. Force Majeure

We will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event.

If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:

• reasonable details of the Force Majeure Event; and
• so far as is known, the probable extent to which we will be unable to perform or be delayed in performing its obligations under this agreement.

Our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

For the purposes of this agreement, a 'Force Majeure Event' means any:

• act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
• strikes or other industrial action outside of the control of us;
• war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
• any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.

18. Notices

A notice or other communication to a party under these Terms must be:

• in writing and in English; and
• delivered via email to the other party, to the email address specified in the Order, or if no email address is specified in the Order, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.

Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party's Email Address, notice will be taken to be given:

• 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
• when replied to by the other party,

whichever is earlier.

19. General

19.1 Governing Law and Jurisdiction

This agreement is governed by the law applying in South Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of South Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

19.2 Waiver

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

19.3 Severance

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

19.4 Joint and Several Liability

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

19.5 Assignment

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

19.6 Entire Agreement

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

19.7 Interpretation

• words in the singular includes the plural (and vice versa);
• a reference to $ or "dollar" is to Australian currency;
• words indicating a gender includes the corresponding words of any other gender;
• if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
• a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
• a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
• a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
• a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
• headings and words in bold type are for convenience only and do not affect interpretation;
• the word "includes" and similar words in any form is not a word of limitation; and
• no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

20. Definitions

Schedule 1 — End User Licence Agreement (EULA)

1. Applicability and Deemed Acceptance

This EULA applies to any End Users of the Solution. You agree to, and will be deemed to have accepted, this EULA when you access the Solution.

By accessing the Solution, you irrevocably consent to the terms of this EULA and represent and warrant that you will comply with the scope and restrictions of this End User Licence to the Solution provided under this EULA. If you do not accept this EULA, you must not access, use or otherwise view the Solution.

This EULA commences on the date the Solution is provided to you and will end when written notice is provided to you.

2. Use of the Solution

2.1 Grant of Licence

You are granted a revocable, worldwide, royalty-free licence to use the Solution for the Purpose.

You must only use the Solution:

• in accordance with the limitations of the Purpose;
• in a manner that is consistent and compliant with clause 2.2; and
• in compliance with any other restrictions notified to you in writing by the Licensee or the Provider from time to time.

2.2 Restrictions on Licence

Except in accordance with clause 2.1(b), you must not, without prior written approval from the Licensee or the Provider in their absolute discretion:

• upload sensitive information or commercial secrets to the Solution;
• upload any harmful, discriminatory, defamatory, maliciously false, offensive, explicit, inappropriate, illicit, illegal, pornographic, sexist, homophobic or racist material to the Solution;
• upload any material that is owned or copyrighted by a third party;
• make copies of the Solution;
• adapt, modify or tamper in any way with the Solution;
• remove or alter any copyright, trade mark or other notice on or forming part of the Solution;
• create derivative works from, translate or reproduce the Solution;
• publish or otherwise communicate the Solution to the public, including by making it available online or sharing it with third parties;
• sell, loan, transfer, sub-licence, hire or otherwise dispose of the Solution to any third party;
• decompile or reverse engineer the Solution or any part of it, or otherwise attempt to derive its source code;
• attempt to circumvent any technological protection mechanism or other security feature of the Solution;
• permit any person to use or access the Solution;
• intimidate, harass, impersonate, stalk, threaten, bully or endanger any other user of the Solution or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Solution;
• share your Solution account information with any other person;
• use the Solution for any purpose other than for the purpose for which it was designed; nor
• act in any way that may harm the Provider's reputation or that of associated or interested parties or do anything at all contrary to the interests of the Provider or the Solution.

2.3 Limitations of Solution

The Provider does not guarantee, and makes no warranties, to the extent permitted by law, that:

• the Solution will be free from errors or defects;
• the Solution will be accessible or available at all times; or
• any information provided through the Solution is accurate or true.

2.4 Disclaimers

The Provider does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Solution.

You must take your own precautions to ensure that the process which you employ for accessing the Solution does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

To the maximum extent permitted by applicable law, we limit all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Solution to $100 (AUD) in aggregate. This includes the transmission of any computer virus.

You indemnify the Provider and its employees, agents and contractors (Personnel) in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, your use of the Solution or breach of this EULA (or both, as the case may be).

You acknowledge and agree that the Provider will have no liability for any act or omission by you which results in or contributes to damage, loss or expense suffered by you or another user in connection with the use of the Solution and indemnify the Provider for any such damage, loss or expense.

All express or implied representations and warranties given by the Provider or its Personnel are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee into this EULA which may not lawfully be excluded, then to the maximum extent permitted by applicable law, our (and our Personnel's) liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:

• in the case of goods, their replacement or the supply of equivalent goods or their repair; and
• in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.

To the maximum extent permitted under applicable law, including the Competition and Consumer Act 2010 (Cth), under no circumstances will the Provider or its Personnel be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Solution, this EULA or their subject matter.

3. Termination

3.1 Automatic Termination

This agreement will be automatically terminated, and your licence to the Solution will be immediately revoked, if the Head Agreement expires or is terminated.

3.2 Termination by Provider or Licensee

The Provider or the Licensee (or both) may terminate this agreement immediately by notice to you (as an individual user, without terminating the Head Agreement) if:

• you are in breach of any term of this agreement and have failed to remedy the breach within 10 Business Days after the notice; or
• you commit, or the Provider or the Licensee reasonably suspects that you may commit, any breach of this agreement including, without limitation, clause 2.

3.3 Effect of Expiry or Termination

In the event of expiry or termination of this EULA, you must:

• immediately cease using the Solution; and
• remove the Solution from all materials in your care, custody or control that feature the Solution, and, if the Solution cannot be removed, then at the Provider's option, return or destroy all such material.

Termination of this agreement will not affect any rights accruing to either party to the date of termination nor any obligation performed to the date of termination or any obligation which expressly or impliedly survives termination of this agreement.

3.4 Your Data on Termination

You are solely responsible for removing any information you store in the Solution prior to termination of this agreement. The Provider will not be liable to you for any loss of your or any other user's data or information upon termination of this agreement.

4. General

4.1 Governing Law and Jurisdiction

This agreement is governed by the law applying in South Australia, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of South Australia, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement.

4.2 Waiver

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

4.3 Assignment

You can't assign, novate or otherwise transfer your rights or obligations under this agreement without the Provider's prior consent.

4.4 Entire Agreement

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

EULA Definitions

Contact

Questions about these terms? Contact us:

RiskSight Pty Ltd
ABN 43 687 933 893
Email: hello@risksight.com.au
Adelaide, South Australia