Avertro Terms of Use

General

1. Permission to use the software and services provided by Avertro Pty Ltd is conditional upon the terms set out below.

2. In these terms, when we refer to us or we, we mean Avertro Pty Ltd (ACN 636 011 124). When we refer to you or customer, we refer to the business or company that will be using our software or services. The individual accepting these terms on behalf of the customer represents and warrants that they have full authority to bind the customer to these terms. We and you are collectively referred to in these terms as parties and each as a party. Any words in bold text will have the same meaning every time they are used in these terms.

3. Our software is owned or licensed by us in object code format. Our services consist of the provision of our software to you as a service (including hosted cloud versions), the provision of self-hosted software components (including Docker images and related agents and sensors) , as well as any technical support, browser extensions, monitoring sensors, dashboards, reports and ancillary tools, all as described on our website www.avertro.com. The software includes any technical specifications or configuration documentation, updates, modifications and releases and the output data generated by the software or services. The software and services are offered under the CyberHQ® brand, comprising the products and services we make available under that brand from time to time. Except where a product is named specifically, references in these terms to CyberHQ®, the software or the services apply to all CyberHQ® products you have purchased, as specified in the applicable order.

4. The start date of these terms is the date we provide you with the software or an account to access the services.

5. We may update these terms from time to time to reflect changes in our business or legal obligations. We will provide at least 30 days’ notice of any material changes via email or an in-platform notification. Your continued use of the software or services after the notice period constitutes acceptance of the revised terms, which will supersede all prior versions. If you do not agree to a material change, you may terminate your license to the software or services within the notice period.

6. If the software or services are provided to you for evaluation (including as proof of concept or beta testing), the evaluation will be subject to these terms, except that all warranties, technical support obligations, and other liabilities and obligations in relation to the evaluation are disclaimed by us and excluded to the extent permitted by law. We can terminate the evaluation at any time by giving you written notice.

Licence

7. Subject to your compliance with these terms and in consideration for payment of the fees for the software and services, we grant you a non-exclusive, non-transferable (except as otherwise permitted under these terms), revocable, non-sublicensable license during the license term to access and use the software and services (as applicable) for your internal business purposes, in accordance with the documentation, these terms and our intended purpose for the software and services.

8. The license granted to you permits you to access and use the software and services as specified in the quotation we issue to you and the order we accept at the time of purchase and is limited to:

1. 1. the number of applicable licensing units (for example: workspaces, monitored endpoints, authorized users, agents or sensors);

   2. any usage metrics (for example: API calls, storage, records processed or data volume); and

   3. the license term,

specified in the quotation, order or applicable documentation.

9. From the start date and during the license term, we will provide the software and/or services to you in accordance with these terms.

License restrictions and prohibited use

10. You must not, and must not permit any person to, directly or indirectly:

1. 1. exceed your entitlement to licensing units or usage metrics;

   2. reverse engineer, decompile, disassemble, or otherwise attempt to discover or derive the source code, underlying ideas, algorithms, or structure of the software or services;

   3. modify, adapt, translate, create derivative works from, or make any changes to the software or services.

   4. commercialise the software or services, including by selling, lending or renting them;

   5. create any product or service based on the software or services;

   6. use the software or services or any data/output from them to build, train, or improve a competing product or service, or for benchmarking/competitive analysis;

   7. transfer the software or services to anyone else, including by sub-licensing or assigning them;

   8. share your account credentials/passwords or allow unauthorized access to your account;

   9. try to get around any technical protection measures in the software or services;

   10. continue to use or access the software or services after your rights to use them have expired or been terminated;

   11. use any automated means (e.g., bots, scrapers, crawlers, or scripts) to access, monitor or extract data from the software or services, except as expressly permitted (e.g., via approved APIs).

   12. make any unauthorized copies of any copyrighted material owned or licensed by us;

   13. do any other thing that would be inconsistent with or breach our intellectual property rights in the software and services;

   14. use the software or services to do anything illegal;

   15. use the software or services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;

   16. interfere with anyone else’s use of the software or services;

   17. introduce malicious programs into our system; or

   18. use the software or services to carry out security breaches or disruptions of a network (including accessing data of which you are not the intended recipient).

11. You acknowledge and agree that these terms incorporate by reference the terms of any acceptable use policy as set out on the website or provided to you from time to time.

Affiliate use of software and services

12. Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means ownership of more than 50% of the voting interests of the entity.

13. You may permit your affiliates to use the software and services licensed to you, provided that:

1. 1. such use is solely for internal business purposes of you and your affiliates;

   2. you remain fully liable for all acts and omissions of your affiliates as if they were the your own acts; and

   3. any such use does not exceed your licensing unit entitlement and usage metrics.

14. Unless otherwise agreed in a separate order form, customer affiliates have no direct contract with us. All invoicing and legal communication will be conducted solely with you, and only you may bring a claim against us on behalf of an affiliate.

Support

15. During the license term, we will provide technical support for the software and services in accordance with our support policy, available as an exhibit to these terms.

Professional services

16. We may provide professional services to you, which include both:

1. 1. initial onboarding, implementation, configuration and training; and

   2. additional or customised professional services agreed under a Statement of Work (SOW), quotation or order.

Each SOW (where applicable) will be governed by these terms, unless otherwise specified in the SOW.

17. We retain all right, title and interest in and to any materials, deliverables, code, or modifications developed while performing the professional services. We grant you a non-exclusive, non-transferable license to use such deliverables solely in connection with your authorized use of the software and services.

18. Our ability to deliver the professional services depends on your timely provision of required information, access, data, resources and approvals. We will not be liable for any delays or failures to the extent they are caused by your failure to meet these obligations.

Intellectual property rights

19. Intellectual property rights means all intellectual property rights of any kind, in any jurisdiction, subsisting now or in the future (including business, company or trade names, domain names, patentable or patented material, computer software, circuit layouts, databases, source codes, goods, images, inventions, processes, copyright, design rights, know-how, trade marks and trade secrets), whether registered or unregistered, and whether created before, during the operation of this agreement, or after its expiry or termination.

20. You acknowledge and agree we own or hold all intellectual property rights in the software, services and documentation. These terms do not transfer any title, intellectual property rights or ownership rights in the software, services or documentation to you, except for the limited access and usage rights granted to you in these terms. You must not take any action inconsistent with our intellectual property rights.

21. A party’s ownership of, or any right, title or interest in, any intellectual property rights in an item which exists prior to the start date (pre-existing material) will not be altered, transferred or assigned by virtue of these terms.

22. You grant us a non-exclusive, royalty free, non-transferable and revocable license to use your intellectual property rights including any pre-existing material solely to the extent reasonably required for us to provide you the software and services.

23. We have the discretion (but not obligation) to terminate your access to and use of the software and services if we determine that you have infringed our intellectual property rights or those of third parties.

Customer data

24. You grant us a royalty-free, worldwide license to copy, transmit, store, access, process, use and refer to the information, data or content you provide to us or allow us to access (customer data), but only for the following limited purposes:

1. 1. to do analysis for the purposes of benchmarking and other related uses;

   2. to test, enhance and otherwise modify the software or services (including where requested by you);

   3. to develop other software or services.

   4. to supply the software and services, including to enable you to access and use them;

   5. for diagnostic purposes;

   6. as reasonably required for the performance of our obligations under these terms; and

   7. where permitted by law, and provided such data is de-identified, anonymized and/or aggregated:

25. You represent and warrant that:

1. 1. the customer data is your sole and exclusive property, or you have secured all authorizations and rights to use the customer data as applicable;

   2. the customer data does not breach any relevant laws, regulations or codes;

   3. the customer data does not infringe the intellectual property rights of any third party; and

   4. to the extent the customer data contains personal data, you have obtained the necessary notices, consents or other lawful basis to transfer or permit access to it in accordance with applicable privacy and data protection laws. You are solely responsible for compliance with workplace monitoring and employment laws.

26. You acknowledge and agree that:

1. 1. you have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all customer data. The services rely on customer data as supplied by you. Except as required under applicable law, we do not assume any duty or obligation to correct or modify customer data;

   2. any collation, conversion and analysis of customer data performed by the software or services may be subject to human input and machine errors, omissions, delays and losses including but not limited to any loss of customer data. We are not liable for any such errors, omissions, delays or losses, unless caused by our gross negligence. You acknowledge and agree you are responsible for adopting reasonable measures to limit the impact of such loss or error; and

   3. we are not responsible for any corruption or loss of any customer data if such corruption or loss is due to an act or omission by you or your personnel (employees, contractors, officers and agents).

You agree to indemnify us and hold us harmless for the corruption or loss of any customer data controlled or stored by you, to extent the corruption or loss is not caused by our negligent act or omission.

Privacy

28. You and we both agree to comply with our respective obligations under applicable privacy laws in relation to personal information collected, used or disclosed in connection with the software, services and these terms.

29. Details on how we comply with privacy laws are available in our Privacy Notice on the website. We reserve the right to amend our Privacy Notice as required from time to time.

30. These terms supplement and incorporate the Privacy Notice and, to the extent the European Union General Data Protection Regulation (GDPR), UK GDPR, CCPA/CPRA or other data protection laws apply, the Data Processing Addendum (DPA) forms part of these terms and applies when we act as a processor. The DPA is available as an exhibit to these terms.

31. We will take all reasonable steps to notify you in writing if we become aware of any actual, threatened or suspected breach of customer data where such breach involves personal information.

32. You agree to ensure that any collection, processing, use, disclosure and transfer by you of personal information in connection with the performance of your obligations under these terms complies with all applicable privacy laws.

33. You must take all necessary steps to ensure that the personal information held or accessed by you in connection with these terms is protected against misuse, interference and loss, and from unauthorized access, modification and disclosure (data breach). You must promptly give us written notice of any actual or suspected data breach and provide information, assistance and other cooperation as we reasonably request in respect of the data breach.

34. You must co-operate with any reasonable requests or directions we make relating to the security, use, disclosure, and transfer of personal information, our legal obligations relating to the personal information, complaints relating to the personal information and the rights of individuals to access and correct the personal information or opt out of receiving any communications from or on your behalf.

Confidentiality

35. Confidential information means in relation to a party, information that is by its nature confidential, is designated as confidential, or that the other party know or ought reasonably to know is confidential, including any information relating to the financial affairs, assets or liability of a party, their personnel, plans, strategies, customers, suppliers, products, services and intellectual property rights.

36. Subject to clause 37, each party must (and must ensure that its personnel) keep confidential and not use or permit any unauthorised use of all confidential information.

37. Clause 36 does not apply where:

1. 1. the information is in, or comes into, the public domain (other than by a breach of clause 36 by the relevant party);

   2. the relevant party has the prior written consent of the party that disclosed the confidential information;

   3. the disclosure is required by law;

   4. the disclosure is required in order to comply with these terms, provided that the party disclosing the confidential information ensures the recipient complies with the terms of clause 36; and

   5. the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with these terms and provided that the party disclosing the confidential information ensures the adviser complies with the terms of clause 36.

38. Each party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of clause 36. A party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of clause 36.

Customer responsibilities

39. You must, at your own expense:

1. 1. provide all reasonable assistance and cooperation to enable us to supply the software and services in an efficient and timely manner;

   2. use reasonable endeavours to ensure the integrity of the customer data;

   3. allow us reasonable access to your computing environment for the purposes of supplying the software and services; and

   4. make any changes to your computing environment that may be required to support the delivery and operation of the software and services.

40. You acknowledge and agree that:

1. 1. you are responsible for all users using the software and services including your personnel and any authorized users;

   2. your use of the software and services will be at your own risk, except as otherwise expressly provided by these terms;

   3. you are responsible for maintaining the security of your account and passwords and we will not be liable for any loss or damage from your failure to comply with this security obligation.

Payment

41. You must pay us the fees for the software and services specified in our quotation within 30 days of the invoice date.

42. If payment has not been made in accordance with these payment terms, we may immediately cease providing the software and services and/or charge you interest at a rate equal to the Reserve Bank of Australia’s then current cash rate plus 8%, calculated daily and compounding monthly on any such amounts unpaid after the due date.

43. If you require the use of a purchase order, you acknowledge and agree that these terms apply exclusively to the supply of the software and services, and no terms or conditions contained in, attached to, or referenced in your purchase order will apply, regardless of whether we accept, sign, countersign, or otherwise respond to the purchase order.

Indirect taxes

44. All fees are exclusive of applicable taxes, duties, levies, or charges (collectively, taxes), including GST, VAT, sales tax or withholding taxes. You are solely responsible for paying all such taxes (excluding taxes based solely on our net income). If you are required by law to withhold any taxes from payments to us, you will gross up your payments so that we receive the full amount due.

Warranties and disclaimers

45. We warrant that during the license term the software and services will perform substantially in accordance with the documentation. Your sole and exclusive remedy for breach of the foregoing warranty is, at our option, the replacement or reperformance of the software and services, or a credit for the period in which the software and services did not materially comply. This warranty is conditional upon you providing us prompt written notice of the software or services’ non-conformance and using the software and services in accordance with these terms and the documentation.

46. Except as provided in clause 45, and to the extent permitted by law, we disclaim all warranties, terms and conditions of any kind, whether express or implied by law or fact or on any other basis. We do not warrant that the software and services will be error-free, completely secure, failsafe, free from viruses, or will operate without interruption or that, except as set out in these terms, the software and services will be performed in the manner intended by you or the software and services will meet your requirements or be fit for a particular purpose.

47. The services are hosted by third-party cloud infrastructure providers (e.g., Amazon Web Services). You acknowledge and agree that the availability of the services is dependent on the availability and performance of these infrastructure providers. We are not liable for any service interruptions, data loss, or delays caused by infrastructure providers.

Mutual indemnities

48. Subject to clause 51, we will indemnify and defend you against any third party claim alleging that the software and services, when used in accordance with these terms, infringes a third party’s intellectual property rights. We will pay any court-awarded damages or settlement amounts, provided that this indemnity does not apply to the extent that the claim arises from:

1. 1. customer data;

   2. use of the software or services in combination with any software or service not provided by us; or

   3. any modification of the software or services by anyone other than us.

49. You will indemnify and defend us against any loss, damage, cost (including reasonable legal fees) or third party claim to the extent caused by:

1. 1. any claim that customer data infringes the intellectual property rights of a third party, or violates privacy laws;

   2. any use of the software or services by you or your personnel in a manner not expressly permitted by these terms or in breach of the acceptable use policy; or

   3. any failure by you to comply with applicable laws or regulations.

50. The party seeking indemnity must notify the other party in writing within 14 days of becoming aware of the events giving rise to the claim.

51. The indemnifying party has sole control over the defence and settlement of the claim, provided they do not settle in a way that admits fault on behalf of the other party without consent.

52. Clause 48 sets out our entire liability and your sole remedy for any intellectual property rights infringement claims.

53. Both parties must take reasonable steps to mitigate any loss that may give rise to an indemnity claim under this section.

Liability

54. Despite anything to the contrary (but subject to clause 55), to the maximum extent permitted by the law:

1. 1. each party’s maximum aggregate liability arising from or in connection with these terms and the software and services will be limited to, and must not exceed the total amount of fees you have paid to us in the 12-month period immediately preceding the first event giving rise to such liability;

   2. neither party will be liable to the other party for any indirect or consequential damages, including any loss of profit (including anticipated profit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use, loss or corruption of data or the costs of acquiring replacement software and services,

whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

55. The limitations in clause 54 will not apply to any liability that cannot be limited by applicable law, or liability arising from:

1. 1. your failure to pay all amounts due;

   2. fraud, criminal conduct or the willful misconduct of a party;

   3. your breach of our intellectual property rights; or

   4. breach of a party’s confidentiality obligations under clause 36.

56. Despite anything to the contrary, to the maximum extent permitted by law, we will have no liability, and you release and discharge us from all liability, arising from or in connection with any failure or delay in providing the services where caused or contributed to by any:

1. 1. event or circumstance outside our reasonable control;

   2. a fault or defect in any item of your computing environment; or

   3. act or omission of you or your personnel.

57. For Australian consumers only: For customers that are consumers under the Australian Consumer Law (ACL), the following provisions apply:

1. 1. The benefits of the warranties and remedies in these terms are in addition to any other rights and remedies in relation to the services that you may be entitled to under the ACL.

   2. Our goods and services come with guarantees that cannot be excluded under the ACL. For major failures with the services, you are entitled: (i) to cancel your service contract with us; and (ii) to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or services.

Term and termination

58. These terms take effect from the start date and continue for the license term and any renewal term, unless terminated earlier in accordance with clauses 60 or 61.

59. At the end of the initial license term or any renewal term, these terms will expire unless the parties agree to renew the license for a further renewal term. Any renewal will be documented by a renewal order or other written agreement and will be subject to these terms as then in effect (or as otherwise agreed).

60. We may immediately suspend your access to the software and the services or terminate these terms by giving written notice to you if:

1. 1. you undergo a change of control to one of our competitors, as determined by us;

   2. you commit a breach of these terms not capable of remedy;

   3. you breach or threaten to breach clause 10 (License restrictions and prohibited use);

   4. any type of insolvency administrator is appointed in respect of your property or affairs;

   5. you enter or propose to enter into any scheme, composition or arrangement with any of your creditors; or

   6. you are in breach of these terms (other than a trivial breach) and have not remedied the breach within 30 business days of receipt of written notice from us describing the breach and calling for it to be remedied.

61. You may terminate these terms by giving us at least 30 business days’ notice if we are in breach (other than a trivial breach causing no material harm) of any provision of these terms and, where the breach is capable of remedy, we have failed to remedy the breach within 30 business days of receipt of written notice describing the breach and calling for it to be remedied

62. Following termination of these terms:

1. 1. we will immediately stop providing the software and performing the services and promptly return to you, delete or destroy all your confidential information and customer data within 45 days of the termination date (other than information we are required by law to retain); and

   2. you will immediately cease using the services, uninstall and permanently delete any software, return to us, delete or destroy all our confidential information and pay the fees for all software and services received for which you have not paid.

63. After termination of these terms, we have no obligation to retain data for the software and services or any customer data, which may be permanently deleted as part of our record and information management and in accordance with applicable laws. If any customer data is stored by the software or services, you are solely responsible for retrieving that customer data.

Dispute resolution

64. If there is any dispute, controversy or claim (dispute) arising from or in connection with these terms, the software or the services, the party raising the dispute must give a written dispute notice to the other party setting out the details of the dispute and proposing a resolution.

65. Within 14 business days after receipt of the dispute notice, the parties must (through their senior executives or senior managers with authority to settle the dispute) meet at least once (in person, by video conference or telephone) and negotiate in good faith to resolve the dispute. All aspects of such discussions, except their occurrence, are privileged and confidential and will not be admissible in any subsequent proceedings.

66. If the parties are unable to resolve the dispute with 30 business days after receipt of the dispute notice, any party may refer the dispute to mediation administered in accordance with the following (as applicable based on the governing law determined under clause 84):

1. 1. If governed by the laws of New South Wales, Australia: mediation administered by the Australian Disputes Centre (ADC) in accordance with the ADC Guidelines for Commercial Mediation current at the time of referral. The mediation will be conducted in Sydney, New South Wales;

   2. If governed by the laws of the State of Delaware, United States: mediation administered by JAMS in accordance with its then-current Commercial Mediation Rules. The mediation will be conducted in Wilmington, Delaware;

   3. If governed by the laws of England and Wales: mediation administered by CEDR in accordance with the CEDR Model Mediation Procedure. The mediation will be conducted in London, England; and

   4. For all other jurisdictions (governed by the laws of Singapore): mediation administered by the Singapore International Mediation Centre (SIMC) in accordance with its then-current Mediation Rules. The mediation will be conducted in Singapore.

67. The costs of mediator and the ADC will be borne equally by the parties. Each party will otherwise bear its own costs of the mediation.

68. If the dispute has not been settled within 60 business days after the appointment of a mediator (or such other period as the parties may agree in writing) either party may commence court proceedings.

69. A party may not commence court proceedings relating to any dispute without first complying with clause 64 to clause 68, except where they are seeking urgent interlocutory relief.

70. Notwithstanding the existence of a dispute, the parties must continue to perform their respective obligations under these terms to the extent they are not affected by the dispute.

Product-specific terms

71. We offer multiple services, some of which are subject to additional supplementary terms. Where. additional product-specific terms apply to a service you have ordered, the applicable quotation or order will expressly identify such service and the relevant addendum(s).

72. Any such product-specific terms addendum and Data Processing Addendum are incorporated into these terms by reference. In the event of any inconsistency between the documents comprising these terms, the following order of precedence applies, except to the extent an applicable quotation, order, or signed Master Services Agreement states otherwise: (a) the applicable quotation or order; (b) the Data Processing Addendum, in relation to the processing of personal data and notification of a personal data breach; (c) any applicable Product-Specific Terms Addendum, in relation to other matters specific to the relevant product; (d) these terms; (e) the Acceptable Use Policy, Support Policy, and Technical SLA.

Miscellaneous

73. Entire agreement: These terms contain the entire understanding between us and you and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of their subject matter.

74. Relationship: Nothing in these terms is intended to create a partnership, joint venture or agency relationship between us and you. Nothing in these terms allows either party to bind the other in any way.

75. Export controls and sanctions: You represent and warrant that neither you nor any of your users is (i) located in, or a national or resident of, any country or territory subject to comprehensive trade sanctions or embargoes (including, without limitation, Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk, or Luhansk regions of Ukraine, or any other country or territory to which Australia, the United States, or the European Union prohibits trade), or (ii) identified on any applicable sanctions or restricted party lists (e.g., Australian Consolidated List, OFAC SDN List). You must not use or access the software or services in any manner that would cause us to breach applicable sanctions or export control laws.

76. Non-solicitation: In this clause, a restricted person is any employee or independent contractor of the other party with whom the soliciting party had material dealings in connection with these terms in the 12 months immediately preceding the termination or expiry of these terms. During the license term and for 12 months after the termination or expiry of these terms (restricted period), neither party will directly or indirectly, without the prior written consent of the other party:

1. 1. solicit, canvass, approach, recruit, hire, engage or attempt to solicit, recruit, hire, or engage any restricted person of the other party; or

   2. Induce or encourage any restricted person to terminate or materially alter their employment or engagement with the other party.

This clause does not prohibit the publication of general job advertisements or the use of recruitment agencies, provided they are not specifically targeted at any restricted person, or the engagement of any restricted person who responds unsolicited to such general advertisements.

77. Notices:

1. 1. when left at a party’s current address for notices;

   2. if mailed, on the third business day after posting (if delivered to an address within the same country) or on the tenth business day after posting (if delivered to an address within another country); or

   3. if sent by email, if sent before 5 pm on a business day in the place of receipt, then on the business day when it is sent, otherwise on the following business day.

   4. A notice or other communication given under these terms must be in writing, in English and signed by the sender and addressed and delivered to the intended recipient by hand, prepaid post or email in accordance with the notice details last notified by the recipient to the parties.

   5. The customer’s notice details are set out in the customer’s account. Our notice details are set out on the website. A party may change its notice details by written notice to the other party, which, for the customer, is by updating your account, and for us, is by updating our details on the website.

   6. A notice or communication is taken as having been given:

78. Force majeure: If performance of these terms or any obligation under them is prevented, restricted or interfered with by reasons of any event or circumstance outside the reasonable control of a party and the affected party gives the other party prompt written notice of such event, then the obligations of the affected party invoking this provision shall be suspended to the extent necessary by such event. The affected party shall use reasonable efforts under the circumstances to remove such prevention, restriction or interference or to limit the impact of the event on its performance and must continue to perform with reasonable dispatch when the event is removed.

79. Waiver: Any failure or delay by a party in exercising a power or right (either wholly or partially) in relation to these terms does not operate as a waiver or prevent that party from exercising that power or right or any other power or right. A waiver must be in writing.

80. Subcontracting: You agree that we may engage subcontractors to perform the services on our behalf.

81. Assignment: You may not assign, transfer or otherwise deal with all or any of your rights or obligations under these terms without our prior written consent, which will not be withheld unreasonably. Avertro may assign, transfer or novate its rights and obligations under these terms without consent to a related body corporate, or in connection with a merger, acquisition, corporate restructure, sale of business or other change of control transaction. Any purported dealing in breach of this clause is of no force or effect.

82. Cumulative rights: The rights arising out of these terms do not exclude any other rights of either us or you. Each indemnity in these terms is a continuing obligation that is separate and independent from other obligations under these terms. We are not obliged to take any action or incur any expense before enforcing any indemnity under these terms.

83. Severance: If a provision of these terms is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable. If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from these terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these terms.

84. Governing law and jurisdiction: These terms are governed by and construed in accordance with the laws of:

1. 1. The State of Delaware, if your principal place of business (or, if not applicable, your place of incorporation) is located in the United States;

   2. England and Wales, if your principal place of business (or if not applicable, your place of incorporation) is located in the United Kingdom;

   3. New South Wales, Australia, if your principal place of business (or, if not applicable, your place of incorporation) is located in Australia; or

   4. Singapore, if your principal place of business (or, if not applicable, your place of incorporation) is located in any other location.

The parties submit to the exclusive jurisdiction of the courts in those respective locations, excluding conflict of laws principles. The UN Convention on Contracts for the International Sale of Goods and UCITA are expressly excluded.

85. Survival: Clauses 19 to 23 (Intellectual property rights), clauses 35 to 38 (Confidentiality), clauses 48 to 53 (Mutual indemnities), clauses 54 to 57 (Liability), clauses 58 to 63 (Term and termination), clauses 64 to 70 (Dispute resolution), clause 76 (Non-solicitation) and any other clause that by its nature should survive termination will survive termination or expiry of these terms.