UA Office Link Subscription Agreement

This UA Office Link Subscription Agreement (“Agreement”) is between the subscriber (“you”) either individually or as a representative of your organization, and Rensen Information Services Limited (“RIS”, “we”, “us”, or “our”). The Agreement covers subscriptions to UA Office Link “On-Premise Applications” and subscriptions to “Online Services”. The Agreement is effective on the date we provide you with confirmation of your Subscription or the date on which your Subscription is renewed, as applicable.

1. Definitions

“On-Premise Applications” means any software developed by RIS and sold or distributed as part of the “UA Office Link” product suite for installation on your own devices. On-Premise Applications may be integrated into other products developed by RIS that are licensed separately.

“Online Services” means any of the services hosted by RIS to which you subscribe under this agreement including the UA Office Link Cloud Services and the UA Office Link Cloud API.

“Authorized User” means any person you permit to access On-Premise applications or Online Services you have subscribed to.

“Offer Details” means the pricing and related terms applicable to a Subscription offer, as published on our Web site at: https://ris.co.nz

“Trial” means preview, beta, or other pre-release version or feature of the Online Services or On-Premise Applications offered by RIS.

“Software” means any On-Premise Application or Online Service.

“Subscription” means an enrollment for Online Services for a defined Term as specified on the Portal. You may purchase multiple Subscriptions governed by this Agreement.

“Term” means the duration of a Subscription (e.g., 1 month or 1 year).

2. Use of Software

a. Right to use. We grant you the right to access and use the Online Services and to install and use the On-Premise Applications included with your Subscription, as further described in this agreement. We reserve all other rights.

b. Acceptable use. You may use the Software only in accordance with this agreement. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the Software, except to the extent applicable law permits it despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the Online Services. You may not rent, lease, lend, resell, transfer, or host the Software, or any portion thereof, to or for third parties except as expressly permitted in this agreement.

c. Authorized Users. You control access to On-Premise Applications and Online Services by Authorized Users, and you are responsible for their use of the Software in accordance with this agreement. For example, you will ensure that Authorized Users comply with the Acceptable Use.

e. Responsibility for your accounts. You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Online Services. You must promptly notify us about any possible misuse of your accounts or authentication credentials or any security incident related to the Online Services.

f. Resale and Redistribution. You may not resale or redistribute the On-Premise Applications or Online Services unless agreed to in writing by RIS.

3. Purchasing services

a. Subscription offers. Our Web site provides details for available Subscription offers. You commit in advance to purchase Software for use during a Term and to pay upfront and on a periodic renewal basis in advance of use (either monthly or annually). By ordering or renewing a Subscription, you agree to the Offer Details for that Subscription.

b. Pricing and payment. Payments are due and must be made according to the Offer Details for your Subscription. Non-payment will lead to the termination of the Subscription after a grace period determined at our sole discretion.

c. Renewal Upon renewal of your Subscription, this agreement will terminate, and your Subscription will thereafter be governed, by the terms and conditions set forth on our Web site on the date on which your Subscription is renewed. If you do not agree to any updated Agreement, you may decline to renew your Subscription.

d. Taxes. Prices are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive. You must pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this agreement and which we are permitted to collect from you under applicable law.

4. Termination

a. Agreement term and termination. This agreement will remain in effect until the expiration, termination, or renewal of your Subscription, whichever is earliest.

b. Subscription termination. You may cancel Subscriptions at any time effective at the end of the committed Term. Unused portions of the committed Term are not refundable.

5. Warranties

a. Limited warranty. We warrant that the Software will perform substantially as described in the applicable user documentation. If Software fails to meet this warranty we will, at our option and as your exclusive remedy, either (1) return the price paid for the Software or (2) repair or replace the Software.

b. Limited warranty exclusions. This limited warranty is subject to the following limitations:

(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last one year from the start of the limited warranty;

(ii) this limited warranty does not cover problems caused by accident, abuse or use of the Software in a manner inconsistent with this agreement or our published documentation or guidance, or resulting from events beyond our reasonable control;

(iii) this limited warranty does not apply to problems caused by a failure to meet minimum system requirements; and

(iv) this limited warranty does not apply to Trial software.

c. DISCLAIMER. Other than this warranty, we provide no warranties, whether expressed, implied, statutory, or otherwise, including warranties of merchantability or fitness for a particular purpose. These disclaimers will apply except to the extent applicable law does not permit them.

6. Limitation of liability

a. Limitation. The aggregate liability of each party for all claims under this agreement is limited to direct damages up to the amount paid under this agreement for the Software during the 12 months before the cause of action arose; provided, that in no event will a party’s aggregate liability for any Software exceed the amount paid for that Software during the Subscription.

b. EXCLUSION. Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable.

7. Miscellaneous

a. Notices. Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier confirmation of delivery. Notices to RIS must be sent to the following address:

Rensen Information Services Limited

P.O. Box 303 037

North Harbour

North Shore City 0751

New Zealand

Notices to you will be sent to the address that you identify on your account as your contact for notices. RIS may send notices and other information to you by email or other electronic form.

b. License Transfers and Assignment. You may not assign this agreement either in whole or in part or transfer licenses without our consent.

c. Severability. If any part of this agreement is held unenforceable, the rest remains in full force and effect.

d. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver.

e. No agency. This agreement does not create an agency, partnership, or joint venture.

f. No third-party beneficiaries. There are no third-party beneficiaries to this agreement.

g. Force majeure. Neither party will be liable for any failure in performance due to causes beyond that party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services)). This Section will not, however, apply to your payment obligations under this agreement.

h. Contracting authority. If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this agreement on that entity’s behalf. If you specify an entity, or you use an email address provided by an entity you are affiliated with (such as an employer) in connection with a Subscription purchase or renewal, that entity will be treated as the owner of the Subscription for purposes of this agreement.

i. Entire agreement. This agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications. In the case of a conflict between any documents in this agreement that is not expressly resolved in those documents, their terms will control in the following order of descending priority: (1) this UA Office Link Subscription Agreement, (2) any other documents in this agreement.

j. Survival. The terms in Sections 1, 2.b, 2.d, 5, 6 and 7 will survive termination or expiration of this agreement.

k. Governing law. This Agreement will be governed by and construed according to the law of New Zealand and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.