1. Acceptance and Participation

• (a) These terms and conditions (Agreement) govern the Reseller’s participation in PaperCut’s managed service provider program (Program), operated by Papercut Software Pty Ltd ABN 55 650 500 413. * (b) By signing this Agreement or clicking “I Agree”, “Accept”, or otherwise indicating acceptance, the person or entity accepting these terms (Reseller) agrees to be bound by this Agreement as of the date of acceptance (Start Date). * (c) Acceptance of this Agreement does not, by itself, constitute approval to participate in the Program. The Reseller’s participation is subject to formal acceptance and onboarding by PaperCut, which may include verification, due diligence, and confirmation of eligibility. * (d) PaperCut will notify the Reseller once it has been accepted into the Program. The Reseller may not market, sell, or distribute the Product until such acceptance is confirmed by PaperCut in writing (including by email). * (e) PaperCut reserves the right to approve or reject any reseller application in its sole discretion and to withdraw approval in accordance with this Agreement.

2. Interpretation and precedence 2.1 Definitions In this Agreement the following definitions apply:

• Agreement means this agreement including any schedule or annexure to it. * Business Day means a day that is not a Saturday, Sunday, or public holiday in Victoria, Australia. * Confidential Information means all and any information of a confidential nature including lists of new, potential or actual Customers, sales, promotion and marketing material and strategies, financial, customer and employee information, supplier information, product specifications, processes, statements, formulae, trade secrets, drawings and data which is not in the public domain, except by virtue of a breach of the confidentiality obligations arising under this or any other agreement between the parties. * Customer means any customer who purchases the Product through the Reseller and who is not a previous customer of PaperCut. * Customer Data means any data, information or other materials which are collected from or on behalf of a Customer and provided to PaperCut in accordance with this Agreement. * Customer Support has the meaning given in clause 7(b). * Fees means the fees payable by the Reseller to PaperCut in accordance with clause 11. * Force Majeure means any event or circumstance, or a combination of events or circumstances which is beyond the reasonable control of a party, which by the exercise of due diligence that party is not reasonably able to prevent or overcome and which has the effect of preventing the party from performing an obligation under this Agreement. * GST means a goods and services tax, or a similar value added tax, levied or imposed under the A New Tax System (Goods and Services Tax) Act 1999 (Cth). * Term has the meaning given to it in accordance with clause 3 of this Agreement. * Intellectual Property Rights includes all intellectual and industrial property and interests or other protected rights or interests throughout the world, in or in relation to: (a) copyright and related rights; (b) trade marks and service marks (whether registered, unregistered or applied for) and including goodwill in those marks; (c) design or patent rights (whether registered, unregistered or applied for); (d) trade, business, company or domain names, logos; (e) all software, computer programs, source and object code and other materials or any part or module of them, and including any instruction, statements, files, scripts and related documents; (f) know-how, inventions, processes, Confidential Information (whether in writing or recorded in any form); and (g) any other proprietary, licence or personal rights arising from intellectual activity in the business, industrial, scientific, or artistic fields. * PaperCut means Papercut Software Pty Ltd ABN 55 650 500 413. * Product means the PaperCut Pocket software and any updates or improvements to the Product over time. * Reseller has the meaning given to it in clause 1(b). * Sales Report has the meaning given in clause 10. * Support Services means the maintenance and technical support services to be provided to the Customer by the Reseller. * Start Date has the meaning given to it in clause 1(b). * Term includes the Initial Term and any applicable Further Term. 2.2 Interpretation In this Agreement: (a) if a word or phrase is defined, its other grammatical forms have a corresponding meaning; (b) words such as including or for example do not limit the meaning of the words preceding them; (c) a reference to a document or instrument, including this Agreement, includes all of its clauses, paragraphs, recitals, parts, schedules and annexures; (d) a party includes the party’s successors and permitted transferees and assigns and if a party is an individual, includes executors and personal legal representatives; (e) an obligation or liability assumed by, or a right conferred on, two or more parties binds or benefits them all jointly and severally; (f) no provision of this Agreement will be construed to the disadvantage of a party merely because that party was responsible for preparing this Agreement or including the provision in this Agreement; (g) all monetary amounts are expressed in Australian Dollars ($AUD); and (h) parties must perform their obligations on the dates and times fixed by reference to Victoria, Australia.

3. Term This Agreement commences on the Start Date and continues until terminated in accordance with clause 16 of this Agreement.

4. Product 4.1 Appointment

• (a) PaperCut appoints the Reseller to market, promote and supply the Product for the sole purpose of re-supply to Customers. * (b) The Reseller must not appoint any third party agents or resellers to market, promote and supply the Product without the prior consent of PaperCut, who may withhold its consent in its absolute discretion. * (c) The Reseller acknowledges and agrees that: (i) the Reseller’s activities under and in accordance with this Agreement, including marketing, promoting and supplying the Product to Customers are conducted at the sole expense and risk of the Reseller; and (ii) the rights granted under clause 4.1 are exclusive and non-transferrable. * (d) PaperCut may (but is under no obligation to) provide marketing materials directly to Customers and may contact those Customers via PaperCut’s database and other marketing channels. * (e) PaperCut will: (i) not directly engage with a Customer for the provision of any product which is substantially similar to those provided to the Customer by the Reseller; and (ii) not facilitate the direct supply of any third party services to the Customer, for as long as the Customer receives the Product and/or services directly from the Reseller, unless the parties separately agree otherwise. Nothing in this clause prevents PaperCut or third parties from providing other products or services to any Customer who individually approaches PaperCut or prevents third parties from individually approaching Customers outside of this Agreement to provide the Product and/or goods or services which compete with those of the Reseller. 4.2 Pricing The Reseller shall determine the prices at which it sells the Products, subject to any pricing information for the Products provided by PaperCut.

5. Reseller Responsibilities 5.1 Customer Contracts

• (a) The parties acknowledge and agree that: (i) the Reseller will ensure that each Customer accepts PaperCut’s standard end user terms of use, to be included as part of the Reseller’s agreement to the Customer, prior to accessing the Product; (ii) PaperCut will not have a direct contractual relationship with any Customer in respect of the Product; and (iii) the Reseller must ensure that each Customer enters into a written agreement with the Reseller for the Product. * (b) The Reseller must: (i) comply with all applicable laws; and (ii) accurately represent the Product and must not, in marketing, promoting and supplying the Product, engage in any conduct that is misleading or deceptive or likely to mislead or deceive a Customer or any potential Customer. 5.2 General obligations During the Term, the Reseller must: (a) comply with all reasonable directions of PaperCut regarding the supply and distribution of the Product to Customers; (b) devote such time as is reasonably necessary to market, promote and supply the Product and to provide Customer Support; (c) maintain records of any feedback, complaints or requests for support by Customers and any reports of errors, bugs or defects with the Product; (d) provide each record to PaperCut under clause 5.2(c) within 2 Business Days of receiving the feedback, complaint, request or becoming aware of errors, bugs or defects; (e) notify PaperCut if there is a change in control of the Reseller; and (f) obtain all approvals, authorisations, and licenses necessary to market, supply and distribute the Product. 5.3 Restrictions The Reseller must not: (a) make any representations, commitments, warranties or guarantees on behalf of PaperCut or in any way bind or attempt to bind PaperCut contractually or otherwise with any Customer; (b) make any statement or representation or do anything that may be harmful to the reputation or interests of PaperCut; (c) market, supply or distribute any Product: (i) for any purpose other than the purposes contemplated by this Agreement without the prior consent of PaperCut; or (ii) in any way which may directly or indirectly damage the reputation, good name, goodwill of PaperCut or other rights and interests associated with the Product; (d) supply the Product to a third party if the Reseller is aware, or should reasonably be aware, that the third party is intending to re-supply or on-sell the Product to other customers or third parties; (e) remove or modify any of PaperCut’s trade marks or labels from or on the Product or any marketing and promotional material provided by PaperCut; (f) engage in any conduct that is unlawful, immoral, harmful, threatening, abusive, scandalous or in any way deemed to be unreasonable by PaperCut; (g) disclose any source code within the Product to any third party without the prior written approval of PaperCut; (h) reverse assemble, reverse compile or create derivative works based on the whole or any part of the Product; (i) modify the whole or any part of the software or combine or incorporate the whole or any part of the Product; (j) re-create the look-and-feel nor any similar functionality to the Product; or (k) copy the whole or any part of the Product.

6. PaperCut Responsibilities During the Term, PaperCut will: (a) use reasonable endeavours to supply the Product promptly; (b) provide the Product with due care and skill and in a diligent and professional manner; (c) provide the Product in accordance with the terms of this Agreement and in a manner that is consistent with any product descriptions; (d) comply with the Privacy Act 1988 (Cth) and any other applicable privacy laws; (e) ensure that the Product is provided in accordance with this Agreement; and (f) provide the Reseller’s sales and service personnel with reasonable training on the Product.

7. Support Services

• (a) PaperCut will provide the Reseller with the Support Services in accordance with the timeframes and at the fees advised by PaperCut from time to time. * (b) The Reseller is responsible for: (i) receiving and responding to all enquiries, support and maintenance requests from Customers relating to the Product; and (ii) resolving any tier 1 support requests from Customers, including responding to and resolving all enquiries on how to use the Product, (together, Customer Support). * (c) If the Reseller receives a tier 2 or above support request from a Customer, the Reseller must validate the issue and recreate the issue before escalating to PaperCut for resolution. * (d) PaperCut will, on terms (including any payment terms) agreed by the parties from time to time, provide the Reseller with training to allow the Reseller to respond to Customer support requests. * (e) Any fees for Support Services will be invoiced to the Reseller and are payable within 14 days from the date of the invoice.

8. Marketing and Promotion 8.1 Announcements

• (a) The Reseller may only make a press release, announcement, or other public notification in relation to this Agreement or the Product with the prior written consent of PaperCut. * (b) The Reseller may use or reproduce any of PaperCut trade marks or branding for any lawful purpose. In this event, the Reseller must seek the prior written consent (which shall not be unreasonably withheld) of PaperCut of such trade mark or branding use (the Branding Use) and where PaperCut does not consent to the Branding Use, it must respond to the Reseller to this effect within a reasonable time. If PaperCut fails to give this notice in writing, its consent to the Branding Use shall be deemed given to the Reseller. * (c) PaperCut may withdraw its consent to the Branding Use at any time by written notice to the Reseller. 8.2 Marketing Material and Planning
• (a) PaperCut will supply any marketing, promotional and advertising material in relation to the Product on terms to be agreed by the parties. PaperCut hereby grants the Reseller a non-exclusive, worldwide, royalty-free revokable license to use sales and marketing materials provided solely for the purpose of advertising and marketing PaperCut products for resale. * (b) The parties may, from time to time or at the request of PaperCut, meet and plan any marketing, promotional and advertising activities, and campaigns for the Product.

9. Fees 9.1 Customer Fees The Reseller acknowledges and agrees that it is responsible for setting the fees and charging the Customer for the Product and recovering such fees and charges from the Customer directly. 9.2 Discount Fees

• (a) The Reseller agrees to pay the Fees to PaperCut for each Product ordered by a Customer. * (b) PaperCut may provide the Reseller with a discount on the recommended retail price for the Fees for each Product purchased. The applicable discount will be as communicated by PaperCut to the Reseller in writing prior to, or at the time of, the relevant order. * (c) The Reseller agrees to pay the discounted Fees to PaperCut upfront. 9.3 Non-Payment If the Reseller fails to pay any Fees, charges or other payments within the time required under this Agreement, PaperCut may: (a) charge interest on the overdue amount at a rate of 5% per annum plus the cash rate set by the Reserve Bank of Australia, calculated daily from the first day that the payment is overdue to the day of payment; and (b) charge the Reseller for all costs and expenses incurred by PaperCut in recovering PaperCut’s outstanding Fees from the Reseller, including legal fees (on an indemnity basis), which the Reseller must pay on demand.

10. GST Unless otherwise expressly stated, all amounts under this Agreement are exclusive of GST or other applicable taxes. Where a party to this Agreement makes a taxable supply, the receiver of the supply shall on demand pay to the supplier the relevant amount of GST or other applicable tax for which the supplier is liable and the supplier shall use best endeavours to do all such acts and things as reasonably necessary or required to enable the receiver of the supply to obtain an input tax credit in respect of that supply.

11. Record keeping and audit

• (a) The Reseller must create and maintain proper, complete, and accurate records relating to the Product and its obligations under this Agreement and retain such records for a period of 3 years after the effective date of termination or expiry of this Agreement. * (b) The Reseller must, on reasonable request from PaperCut, promptly make available or provide PaperCut with access to the Reseller’s records for the purpose of auditing and verifying the Reseller’s compliance with this Agreement. * (c) To give effect to clause 13(b), the Reseller agrees to provide PaperCut or an employee, contractor or agent of PaperCut with all reasonable assistance, unfettered access and the facilities necessary, as well as access to relevant personnel and contractors, to carry out the audit activities, ask questions, inspect documents and practices, and otherwise gather any necessary information. Information acquired or learned by PaperCut shall be treated as Confidential Information of the Reseller. * (d) PaperCut agrees not to request an audit more than once in any 12-month period, unless PaperCut finds a breach of this Agreement in a previous audit, in which case, PaperCut may request an audit as often as it reasonably requires until the Reseller has achieved full compliance with this Agreement.

12. Customer Data The Reseller acknowledges and agrees that: (a) it does not obtain ownership of any Intellectual Property Rights in the Customer Data; (b) it is responsible and liable for all Customer Data shared with PaperCut during the marketing, supply, and distribution of the Product; and (c) where the Customer Data is held or stored by PaperCut, it is held on the Customer’s behalf.

13. Intellectual Property

• (a) Each party retains all right, title and interest in and to its pre-existing Intellectual Property Rights. Nothing in this agreement affects the ownership of moral rights (as defined in the Copyright Act 1968 (Cth)) of either party. * (b) PaperCut owns all Intellectual Property Rights to the Product, including all improvements and enhancements to the Product that are suggested by the Reseller or a Customer. * (c) The Reseller automatically assigns to PaperCut upon creation, all existing and future Intellectual Property Rights in and to the Product. * (d) The Reseller acknowledges and agrees that this Agreement does not transfer or assign any of the Intellectual Property Rights in or to the Product to the Reseller. * (e) Subject to the Reseller’s compliance with the terms of this Agreement, PaperCut grants the Reseller a non-exclusive, royalty-free, non-transferable, revocable licence to use the Intellectual Property Rights associated with the Product for the Term and for the sole purpose of marketing, promoting, supplying, and distributing the Product in accordance with this Agreement. * (f) The Intellectual Property Rights referred to under clause 15(e) is licenced on an as-is, where-is basis. * (g) The Reseller must: (i) comply with all directions of PaperCut the use of the Intellectual Property Rights of the Product; (ii) do all things reasonably necessary to maintain, protect and preserve: (A) the goodwill associated with the Intellectual Property Rights and use its best endeavours to promote and improve such goodwill; (B) PaperCut’s rights, title and interests in the Intellectual Property; and (iii) not register or seek to register any security interest, trade mark, design, or patent associated with PaperCut or the Product without PaperCut’s prior written consent.

14. Confidentiality and non-solicitation 14.1 Recipient must keep Confidential Information confidential Each party must keep confidential all Confidential Information and only use any Confidential Information for the purpose of: (a) providing or receiving (as the case may be) the Product or otherwise performing its obligations under this Agreement; or (b) enabling a party to make any disclosure required by law. 14.2 Non-solicitation The Reseller undertakes to PaperCut to not during this Agreement or for a period of 12 months after it is terminated or expires: (a) solicit, canvass, induce or encourage away any person who was at any time during the term of this Agreement an actual or prospective Customer, employee, contractor, representative, a director, employee, or agent of or developer to, PaperCut; or (b) do anything that would or would be likely to interfere with the relationship between PaperCut’s other resellers, customers, employees, partners or suppliers.

15. Termination 15.1 Termination for convenience Either party may terminate this Agreement at any time by providing 30 days written notice of termination to the other party. 15.2 Termination for breach Either party may, without prejudice to its other rights or remedies, terminate this Agreement with immediate effect by notice to the other party, in the event of: (a) any material breach of this Agreement by the other party which is not remedied within 14 days after the service on the party in default of a written notice specifying the nature of the breach and requiring that the same be remedied; (b) any repeated, persistent, or recurring breaches of this Agreement; or (c) the other party becoming insolvent or having a controller, receiver, manager or liquidator appointed (each as defined in the Corporations Act 2001 (Cth)). 15.3 Termination for cause PaperCut may terminate this Agreement at any time and with immediate effect if the Reseller: (a) fails to make payment of any amounts due under this Agreement 10 days of receiving a notice from PaperCut to make payment of the outstanding amounts; (b) ceases to carry on any part of its business; or (c) breaches any warranty or representation under this Agreement. 15.4 Right of First Refusal

• (a) In the event this Agreement is terminated or expires for any reason, PaperCut will have the right of first refusal to contract directly with any Customer who acquired the Product during the Term (Right of First Refusal). * (b) Upon termination or expiry of this Agreement, the Reseller must provide PaperCut with a complete, accurate and up-to-date list of all Customers who acquired the Product during the Term. This list must be provided to PaperCut as soon as reasonably practicable. * (c) Papercut may exercise its Right of First Refusal by making an offer to contract directly with any of the listed Customers at any time after receiving the list from the Reseller. * (d) If PaperCut exercises its Right of First Refusal and enters into a direct contract with any of the listed customers, the Reseller will not be entitled to any further rebates, commissions, or fees with respect to that Customer, from the date the direct contract is signed between PaperCut and the Customer. 15.5 Effect of expiry or termination
• (a) Upon termination or expiry of this Agreement for any reason, the Reseller must: (i) provide all assistance reasonably required by PaperCut to transition management of the Customers to PaperCut in a manner that minimises disruption for the Customer; and (ii) immediately pay all money due and payable by the Reseller to PaperCut under this Agreement. * (b) Once all Customers have been transitioned to PaperCut in accordance with clause 15.5(a) then: (i) the Reseller must cease using any of PaperCut’s Intellectual Property Rights; (ii) each party must return, delete or destroy the other party’s Confidential Information received under this Agreement and certify such return, deletion or destruction in writing; (iii) any accrued rights or liabilities of either party or any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination will not be affected; and (iv) the licence under clause 13(e) and all rights granted under this Agreement to the Reseller will immediately and automatically be extinguished.

16. Indemnity and Liability 16.1 Reseller indemnity The Reseller agrees to indemnify PaperCut and keep PaperCut indemnified against any claims, loss, damages, liability, costs and expenses (on an indemnity basis) that may be incurred or suffered by PaperCut arising from or in connection with: (a) any breach or default by the Reseller of this Agreement; (b) a negligent act or omission by the Reseller, a Customer, or by any third party the Reseller is responsible for; (c) its marketing, sale, supply, distribution or other use of the Product, other than in accordance with the terms of this Agreement; (d) any breach or default by the Customer of its agreement with the Reseller; or (e) failure by the Reseller, Customer, or any third party who the Reseller is responsible for, in complying with any law. 16.2 Exclusion of consequential loss To the maximum extent permitted by law, neither party will be liable to the other party for any ordinary, incidental, consequential or special loss or damage (including but not limited to loss of profits, loss of data and loss of personnel) arising out of this Agreement even if the party was appraised of the likelihood of such loss or damage occurring. 16.3 Warranties

• (a) PaperCut represents and warrants that at all times during the Term, to the best of its knowledge and to an extent reasonably expected of the type and complexity of the Product, the Product will be substantially in conformity with any specifications or representations made by PaperCut in writing and will be materially free from defects and omissions in material, design or workmanship. * (b) PaperCut makes no further warranty. Without limitation, it does not warrant that the Products will be error-free, uninterrupted or available at all times. 16.4 Limitation of liability
• (a) Except in relation to liability for personal injury (including sickness and death), property damage or an infringement of confidentiality or Intellectual Property Rights, PaperCut’s liability in damages in respect of any act or omission of PaperCut in connection with its obligations under this Agreement will not exceed the amount of the total Fees paid by the Reseller to PaperCut in the immediately preceding 12 months from when the cause of action arose. * (b) PaperCut has no responsibility or liability whatsoever as a consequence of any loss suffered by the Reseller or a Customer as result of: (i) any of the Customer Data being lost, destroyed or damaged by PaperCut or a third-party provider of cloud-based storage or hosting; or (ii) any third-party software malfunctions or for malfunctions caused as a result of interference with third party software. 16.5 Survival The provisions of this clause 16 survive the termination of this Agreement.

17. Disputes

• (a) If a dispute arises out of or relates to this Agreement, a party to this Agreement may not commence any court or arbitration proceedings relating to the dispute unless it has complied with this clause, except where the party seeks urgent interlocutory relief. * (b) A party claiming that a dispute has arisen must give a notice (Dispute Notice) to the other party or parties to this Agreement specifying the nature of the dispute. The parties must then negotiate in good faith to resolve the dispute expeditiously using informal dispute resolution techniques such as mediation, expert evaluation or determination or similar techniques agreed to by them. * (c) If the parties do not resolve the dispute 10 Business Days of receipt of the Dispute Notice (or such further period as agreed in writing by them) any party to the dispute may refer the dispute to mediation by a mediator nominated by the President or the nominee of the President for the time being of the Victorian Law Society. * (d) Each party must bear its own costs in connection with resolving the dispute and the parties must bear equally the costs of any mediator engaged. * (e) Any information or documents disclosed by a party under this clause must be kept confidential and may not be used except to attempt to resolve the dispute.

18. General 18.1 Notices

• (a) A notice, consent, approval, waiver or other communication provided in connection with this Agreement must be in writing. * (b) A notice may be given by hand delivery, post or by email and is effective upon receipt. 18.2 Force majeure Neither party will be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to Force Majeure. If a delay or failure of a party to perform its obligations is caused or anticipated due to Force Majeure, the performance of that party’s obligations will be suspended. If a delay or failure by a party to perform its obligations due to Force Majeure 20 Business Days either party may immediately terminate this Agreement on providing notice to the other party. 18.3 Assignment Neither party may assign or otherwise transfer the benefit of all or any part of this Agreement to any other person or entity without the prior consent of the other party, which will not be unreasonably withheld. 18.4 Costs Each party must bear its own legal, accounting, and other costs associated with the preparation, execution, and administration of this Agreement. 18.5 Relationship of the parties This Agreement does not create a relationship or agency, contractor, partnership, joint venture, or employment between the parties. No party may act or hold itself out as having the authority to act as the agent or representative of another party or in any way bind or commit another party to any obligation. 18.6 Entire Agreement This Agreement: (a) is the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement; and (b) supersedes any prior agreement or understanding on anything connected with that subject matter. 18.7 Waiver Waiver of any power or right under this Agreement: (a) must be in writing, signed by the party entitled to the benefit of that power or right; and (b) is effective only to the extent set out in the written waiver. 18.8 Variation An amendment or variation to this Agreement is not effective unless it is in writing and signed by all the parties. 18.9 Severability Part or all of any clause of this Agreement that is illegal or unenforceable will be severed from this Agreement and will not affect the continued operation of the remaining provisions of this Agreement. 18.10 Cumulative rights The rights, powers and remedies provided in this Agreement are in addition to those provided by law independently of this Agreement and each right, power and remedy provided in this Agreement (including any right of indemnity) is additional to and not exclusive of every other right, power or remedy provided in this Agreement. 18.11 Giving effect Each party must do everything reasonably necessary to give full effect to this Agreement and the transactions contemplated in it. 18.12 Counterparts
• (a) This Agreement may be executed electronically and in any number of counterparts and all counterparts constitute an original document and when taken together will constitute one document. * (b) Where execution by a party requires more than one signature, the signatures may be on individual and separate counterparts. 18.13 Survival Termination or expiration in whole or in part of this Agreement does not affect those provisions and those obligations of a party which by their very nature survive termination, including Reseller Responsibilities (clause 5), Record Keeping and Audit (clause 11), Intellectual Property (clause 13), Confidentiality and Non-solicitation (clause 14), Indemnity (clause 16), Dispute Resolution (clause 17) and Survival (this clause 18.13). 18.14 Governing law
• (a) This Agreement is governed by and is to be construed in accordance with the laws applicable in Victoria, Australia. * (b) The parties submit all matters arising out of or in connection with this Agreement to the exclusive jurisdiction of the courts of the Victoria, Australia, and any courts which have jurisdiction to hear appeals from any of those courts.