TERMS OF SERVICE

The Service is owned by BroadSource Group Pty Ltd and operated by the BroadSource operating companies.

• BroadSource Australia Pty. Ltd, Victorian corporations (“BroadSource”), having a principal place of business at Level 13, 664, Collins Street, DOCKLANDS, VICTORIA ("Provider").
• BroadSource Europe Limited a Private limited Company (“BroadSource”), having a principal place of business at Floor 6/2 London Wall Place London EC2Y 5AU United Kingdom ("Provider").

Introduction

This Terms of Service Agreement ("Agreement") is entered into by and between BroadSource Europe Ltd, a company incorporated under the laws of the United Kingdom ("Service Provider"), and the user ("Customer") who has accepted these terms through the action of accessing the Services or in writing (collectively, the "Parties"). This Agreement governs the provision and use of the Service Provider's services including SecureCall and SecurePII (the "Services").

By accepting this Agreement, either by accessing the Services indicating your acceptance or by executing a document that references this Agreement, you agree to be bound by the terms and conditions set forth herein. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use or access the Services.

Acceptance of Terms

By accessing or using the Services, the Customer acknowledges and agrees to be bound by the terms and conditions set forth in this Agreement. This Agreement constitutes a legally binding agreement between the Parties. The Customer agrees that acceptance can be signified by any form of assent, including, but not limited to, written acceptance or by continuing to access and use the Services. If the Customer does not agree to these terms, the Customer must not access or use the Services. The Service Provider reserves the right to update or change these terms upon thirty days prior written notice, and continued use of the Services following any such changes shall indicate the Customer's acceptance of the new terms.

Description of Service

The "Services" under this Agreement consist of access to and use of the Service Provider's proprietary software platform and services including SecureCall and SecurePII, and including any updates, enhancements, new features, documentation, and support services provided by the Service Provider, as may be described in more detail on the Service Provider's website or in other written communications to the Customer. The specific services to be provided, as well as any limitations or requirements related to their use, will be determined by the Service Provider and communicated to the Customer from time to time.

User Registration and Information

To access or use the Services, the Customer must register for an account directly or through an authorised reseller of the Services and by providing, in full, the information requested by the Service Provider. This information must be accurate, complete, and kept current at all times. Failure to do so constitutes a breach of the Agreement, which may result in immediate termination of the Customer's account.

The Customer is responsible for maintaining the confidentiality of their account and access credentials, including but not limited to the restriction of access to their computer and/or account. The Customer agrees to accept responsibility for any and all activities or actions that occur under their account whether their access credentials is with our Services or a third-party service. The Customer must notify the Service Provider immediately upon becoming aware of any breach of security or unauthorised use of their account. Customer shall take reasonable actions to prevent the sharing of log-in credentials to access or use the Services and ensure log-in credentials are not shared in any sharing platform.

The Customer may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than the Customer without appropriate authorisation, or a name that is otherwise offensive, vulgar or obscene.

User Obligations

Under the terms of this Agreement, the Customer agrees to the following obligations:

• Use the Services only for lawful purposes and in accordance with this Agreement.
• Use the Services only during an active period of fully paid and authorised subscription under terms of a direct or reseller agreement.
• Provide accurate and complete information as required for the use of the Services and update such information to keep it accurate and complete.
• Ensure the security and confidentiality of their account information, including access credentials and other sensitive data related to their access and use of the Services.
• Notify the Service Provider immediately of any unauthorised use of their account or any other breach of security.
• Avoid any action that could damage, disable, overburden, or impair the Services or interfere with any other party's use and enjoyment of the Services.
• Comply with all applicable local, state, national, and international laws and regulations, including but not limited to those related to data privacy, international communications, and the transmission of technical or personal data.
• Not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services without express written permission from the Service Provider.
• Not to use the Services to send, knowingly receive, upload, download, use, or reuse any material which does not comply with the content standards set out in this Agreement.
• Not to transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
• Not to reverse engineer, decompile, disassemble, or otherwise reduce to human-perceivable form any of the software or technology that constitutes part of the Services.
• For Customer’s of SecureCall PCI Compliance ensure that the Reseller:
• holds a “Service Provider license” under the Telecommunications Act in the geography in which they are selling the Services; or,
• is a licensed or authorised reseller of a telecommunications service from a “Service Provider” who holds a license under the Telecommunications Act in the geography in which they are selling the Services.

Any such action would constitute a material breach of this Agreement, and the Service Provider reserves the right to take all necessary legal actions to protect its rights.

Intellectual Property Rights

Under this Agreement, all intellectual property rights, including but not limited to copyrights, trademarks, patents, trade secrets, and any other proprietary rights, in and to any materials, information, software, products, or services developed, provided, or otherwise made available by the Service Provider in connection with the Services ("Service Provider Intellectual Property") shall remain the sole and exclusive property of the Service Provider. The Customer acknowledges that, in using the Services, they do not acquire any rights, title, or interests in or to any Service Provider Intellectual Property except for a limited, non-exclusive, non-transferable, revocable license to use such intellectual property solely in connection with the Services and in accordance with the terms of this Agreement.

The Customer agrees not to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble, or otherwise attempt to derive source code from any Service Provider Intellectual Property, nor to use any robot, spider, other automatic device, or manual process to monitor or copy any Service Provider Intellectual Property without the prior written permission of the Service Provider.

Any unauthorised use of the Service Provider Intellectual Property may violate copyright, patent, trademark, and other laws. In the event of any such unauthorised use, the Service Provider reserves the right to seek all remedies available by law and in equity for such violations.

Privacy Policy

In accordance with the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and other applicable data protection laws, the Service Provider is committed to protecting the privacy and security of the Customer's personal information as a data processor. In addition to compliance with the UK GDPR, this Agreement shall comply with Regulation (EU) 2016/679 (EU GDPR) and any applicable national data protection laws in Spain, Germany, France, and The Netherlands, including but not limited to those enforced by the respective national supervisory authorities including but not limited to Espanola de Preccion de Datos (Spain), Bundesbeauftagter fur den Datenschutz und de Informationsfreiheit (Germany), Commission National de l’Informatique et des Libertes (France) and Autoriteit Persoonsgegevens (Netherlands).

The following outlines our privacy policy:

• Collection of Information: We collect personal information that is necessary for the provision of our Services. This may include, but is not limited to, name, address, email address, and, where appropriate, payment information.
• Use of Information: The personal information collected will be used solely for the purpose of providing the Services, managing our relationship with the Customer, and as required by law.
• Disclosure to Third Parties: We will not disclose the Customer's personal information to third parties except (i) as required to provide the Services, (ii) as required by law, or (iii) where we have implemented appropriate safeguards in accordance with UK GDPR requirements for international data transfers. Any such transfers will be subject to appropriate data transfer agreements incorporating standard contractual clauses approved by the UK Information Commissioner's Office for transfers to the UK. For transfers of personal data from the European Economic Area, the transfers shall be subject to the EU Commission’s Standard Contractual Clauses.
• Security Measures: We have implemented appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including as appropriate: (a) the pseudonymisation and encryption of personal data; (b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; (c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and (d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processgine.
• Data Subject Rights: The Customer and its data subjects have the right to access, correct, erase, restrict processing, object to processing, and port their personal data in accordance with UK GDPR. The Service Provider will assist the Customer in responding to any request from data subjects and in ensuring compliance with its obligations under UK data protection laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
• Amendments: This privacy policy may be amended from time to time. Any material changes to our data processing activities will be notified to the Customer at least 30 days in advance, and where such changes would affect the rights and freedoms of data subjects, the Customer's explicit consent will be required before such changes take effect.

By accepting the Agreement, the Customer consents to the collection, use, disclosure, and management of their personal information as described above.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SERVICE PROVIDER, ITS DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE, THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE SERVICE PROVIDER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

Without limiting the foregoing, Service Provider shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

The total liability of Service Provider, for any claim under this Agreement, including for any implied warranties, is limited to the amount paid to us, directly by you or through a Reseller, to use the Services during the twelve (12) months before the claim arose.

Indemnification

The Customer agrees to indemnify, defend, and hold harmless the Service Provider, its officers, directors, employees, agents, licensors, suppliers, and any third-party information providers to the Services from and against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement by the Customer or any other liabilities related to the Customer's use of the Services. This indemnification obligation will survive the termination of this Agreement and the use of the Services.

Furthermore, the Customer shall not hold the Service Provider responsible for any claim arising from the Customer's use of the Service Provider's intellectual property in violation of the terms of this Agreement or applicable laws. The Customer acknowledges that the Service Provider Intellectual Property is the sole property of the Service Provider and agrees to use such intellectual property solely in accordance with the terms of this Agreement and applicable laws.

PCI -DSS Obligations

In the event Customer subscribes to SecureCall PCI Compliance Services, or any successor service impacting PCI DSS certifications,  the following obligations will apply:

Service Provider Obligations. Within a reasonable period of time of any written request, Service Provider will provide Customer with the PCI DSS compliance status for the Services and information about which PCI DSS requirements Service Provider is responsible for, which PCI DSS requirements Customer is responsible for, and which are joint responsibility. Throughout the term os the Services subscription Service Provider undertakes to (i) maintain its certification as Level 1 PCI-DSS compliant; (ii) comply with all relevant PCI-DSS requirements; and (iii) comply with any Data Protection Legislation.

Customer Obligations. Customer will ensure that it implements a program to confirm the compliance with the PCI DSS of all of its third party service providers, at least every twelve months and such confirmation will include one from Service Provider. Consistent with its PCI compliance obligation, Customer entity will maintain information about which PCI DSS requirements are managed by each third party service provider including where responsibility is shared between Customer and the third party service provider impacting Customer PCI compliance obligations.

Termination

This Agreement may be terminated by either Party under the following conditions:

1. By the Customer: The Customer may terminate this Agreement at any time by providing thirty (30) days written notice to the Service Provider, if the Service Provider fails to provide the Services in accordance with the terms of this Agreement.
2. By the Service Provider: The Service Provider may terminate this Agreement immediately upon written notice to the Customer: (i) if the Customer breaches any term of the Terms of Service, or a purchase order or subscription agreement under which Customer acquires access to the Services , including, but not limited to, failure to make timely payment for the Services; or, (ii) infringement of the Service Provider Intellectual Property.
3. Mutual Agreement: Both Parties may mutually agree in writing to terminate this Agreement at any time.
4. Automatic Termination: This Agreement will automatically terminate without notice if either Party ceases to operate, files for bankruptcy, or becomes insolvent.
5. Effect of Termination: Upon termination of this Agreement for any reason, the Customer must cease all use of the Services and any Service Provider Intellectual Property. The Service Provider may, in its sole discretion, remove or delete any data, accounts, or other information belonging to the Customer that is stored by the Service Provider.

Termination of this Agreement shall not affect any rights or obligations of the Parties that have accrued up until the time of termination.

Consumer Protection and Local Compliance

The Services and this Agreement shall comply with all relevant national consumer protection legislation, including, but not limited to:

• UK: The Consumer Rights Act 2015
• France: Code de la consommation;
• Germany: Bürgerliches Gesetzbuch (BGB);
• Spain: Real Decreto Legislativo 1/2007 (General Law for the Defense of Consumers and Users);
• The Netherlands: Dutch Civil Code (Burgerlijk Wetboek

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The Parties hereby submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes arising out of or relating to this Agreement or the Services provided hereunder. This choice of jurisdiction does not prevent the Service Provider from seeking injunctive relief in any appropriate jurisdiction with respect to violations of the Service Provider Intellectual Property.

Notwithstanding the selection of the laws of England and Wales and the jurisdiction of its courts, nothing in this Agreement shall exclude or limit any mandatory rights or protections available to consumers under the laws of Spain, Germany, France, or The Netherlands, including rights relating to data privacy, consumer protection, and dispute resolution

Amendment of Terms

The Service Provider reserves the right, at its sole discretion, to modify or replace any part of this Agreement upon thirty days prior written notice. Notice of any such changes will be posted on the Service Provider's website, referenced when accessing the Services following an update, or sent to the Customer via email to the email address on record in the Customer's account. The Customer's continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes. This Agreement may only be modified in writing, signed by both Parties, except as otherwise provided herein.

Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein.

Without limiting the foregoing, if any provision of this Agreement is held to be excessively broad as to duration, geographical scope, activity, or subject, it will be construed by limiting and reducing it so as to be enforceable to the extent compatible with the applicable law as it will then appear.

This severability clause ensures that the remainder of the Agreement remains valid and enforceable, thereby preserving the intentions of the Parties as closely as possible.

Notices

All notices, requests, demands, and other communications provided for under this Agreement must be given in writing and in English and will be deemed to have been delivered and given for all purposes

(a) on the delivery date if delivered by electronic mail, provided receipt of such electronic mail is confirmed by BroadSource;

(b) on the delivery date if delivered personally to BroadSource;

(c) two (2) business days after deposit with a commercial overnight carrier, with written verification of receipt; or

(d) five (5) business days after the mailing date, whether or not actually received, if sent by local mail in Australia, return receipt requested, postage and charges prepaid, or any other means of rapid mail delivery for which a receipt is available.

Notices shall be sent to BroadSource at the following address, provided BroadSource may change its address for purposes of this clause, which change of address notice shall be effective on receipt by Customer:

To BroadSource:

BroadSource Europe Ltd

Floor 6/2 London Wall Place London EC2Y 5AU United Kingdom

Attn: Chief Operating Officer

With a copy to: Email: legal@broadsource.com.au

Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties. No amendment, modification, or supplement of any provisions of this Agreement shall be valid or effective unless made in writing and signed by both Parties. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver constitute a continuing waiver unless otherwise expressly provided.