Australia and New Zealand Software License Agreement for Sikka Platform Utility and Cloud

Software License Agreement for Sikka Platform Utility and Cloud
Australia and New Zealand Terms

Updated May 19, 2026

Please read this software license agreement (“License” or “Agreement” or “Software License Agreement”) carefully before downloading, installing or using the Sikka Software Corporation (“we”, “us”, “Sikka” or “our”) software and documentation defined below as the SPC. By clicking “I agree”, the individual or entity executing this Agreement (“You” or “Your”) are agreeing to be bound by the terms of this License. If You do not agree to the terms of this License, click “disagree,” “decline” or similar words and do not download, install or use the software. If You are entering into this Agreement on behalf of a company or other legal entity, by clicking “I agree” You represent and warrant that You have full legal authority to bind that entity to this Agreement.

Our Privacy Policy: (https://www.sikka.ai/privacy-policy)

1. License Grant and Ownership
   1. Sikka and any third party software and any documentation accompanying this License whether on disk, in read only memory, on any other media or in any other form (collectively the “SPC”) are licensed, not sold, to You by Sikka for use only under the terms of this License, and Sikka reserves all rights not expressly granted to You. The terms of this License will govern any software upgrades provided by Sikka that replace and/or supplement the original SPC product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
   2. Title and intellectual property rights in and to any content displayed by or accessed through the SPC belongs to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of Sikka (where it is acting as the licensor) or the third party providing such content. This License does not grant You any rights to use such content.
2. Permitted License Uses and Restrictions
   1. Subject to the terms and conditions of this License, You are granted a limited, non-exclusive, license to install and use the SPC. Where you have entered into the license on behalf of your organization, this License applies to all users in your organization. You may not make the SPC available over a network where it could be used by multiple computers at the same time. You may make one copy of the SPC in machine-readable form for backup purposes only; provided that the backup copy must include all copyright or other proprietary notices contained on the original. Each one (1) license may be used by up to three (3) licensed providers who provide services to patients (each a “Provider”). Additional licenses will need to be purchased where You have more than three (3) Providers.
   2. You may not and You agree not to, or to enable others to, copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, create derivative works of the SPC, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by licensing terms governing use of open-sourced components included with the SPC). Any attempt to do so is a violation of the rights of Sikka and its licensors of the SPC.
   3. You may not rent, lease, lend, redistribute or sublicense the SPC. You may, however, make a one-time permanent transfer of all of Your license rights to the SPC to another party, provided that: (a) the transfer must include all of the Sikka SPC software, including all its component parts, original media (if any), printed materials and this License; (b) You do not retain any copies of the SPC, full or partial, including copies stored on a computer or other storage device; and (c) the party receiving the Sikka SPC software reads and agrees to accept the terms and conditions of this License. Any such transfer must be notified to Sikka.
   4. Consent to Use of Data
      1. Diagnostic and Usage Data. To the extent reasonably necessary to provide the SPC and related support services, You agree that Sikka and its subsidiaries and agents may collect, maintain, process and use diagnostic, technical, usage and related information about SPC and the environment in which it operates, including but not limited to information about Your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to You (if any) related to the SPC, and to verify compliance with the terms of this License. Sikka may use this information to provide and improve Sikka’s products and services. Sikka will implement appropriate technical and organizational measures to protect such information and will handle it in accordance with applicable privacy laws.
      2. Remote Login Authorization. In connection with its provision of technical support, training and other services, You agree that Sikka may remotely log-in to your computers, devices and systems for purposes of providing the support, training or other services, including, without limitation, technical trouble shooting, answering questions, benchmarking and providing training to You or Your personnel. Remote login may be conducted through the use of established, secure, privacy-compliant third party entities. You further agree that Sikka may also remotely log-in at any time as necessary or appropriate to maintain the software and keep it functioning effectively. Sikka will limit such access above to the minimum necessary to perform the relevant support services and will not intentionally access Your data except to the extent required to provide the support. All remote access sessions will be logged, and Sikka will comply with applicable privacy, security and confidentiality obligations under this Agreement.
      3. Remote Update Permission. You agree that Sikka may automatically check the version of its software that You are utilizing. Installation of updates or upgrades to software remotely via the Internet is typically by You, and may be at your request to Sikka where You consent to the receipt of updates or upgrades by means of download to Your computers and systems.
      4. Permission for Data Gathering. Sikka may collect and process diagnostic, technical and usage information generated by the SPC to the extent reasonably necessary to provide, maintain, secure and improve the SPC and related support services. Sikka will handle such information in accordance with applicable law and its Privacy Policy. For clarity, Sikka will not sell or disclose any individual’s personal information without consent except as permitted by law and as set out in our Privacy Policy. Sikka may collect, aggregate and de-identify data and process, store, use, and sell that aggregated deidentified data and You acknowledge that Sikka may receive remuneration for such uses. You agree to provide all notices and obtain all consents from individuals as required by applicable laws (including the Privacy Act 1988 (Cth) in Australia and the Privacy Act 2020 in New Zealand) as required Sikka to provide the services under this License.
      5. In order for Sikka to gather accurate data, You agree to keep powered on during the services runtimes that You specify, all of your computers on which the SPC is installed. Additionally, Your practice management software must always be accessible by the SPC. The computer on which the SPC is installed must always be online. You must also add the SPC to the “allowed” list of programs so that your firewall and anti-virus software programs do not block the SPC Software’s run time. It is Your responsibility to contact Sikka if You are upgrading or changing Your computer systems.
3. Confidentiality and Privacy Policy
   1. Each party agrees, both during and after the term of this Agreement, to hold the “Confidential Information” (being, any non-public information of either of the parties disclosed under this Agreement that the recipient knows or reasonably should know is confidential to the discloser) of the other party in confidence and not to use or disclose such Confidential Information to any third party, except as otherwise expressly provided by this Agreement. Each party shall, however, be permitted to disclose relevant aspects of such Confidential Information to its officers, employees, or contractors, all on a need-to-know basis, on condition that such individuals or entities are under obligations of confidentiality that require them to protect the Confidential Information to the same extent as required under this Agreement. Each party shall employ reasonable steps to protect the Confidential Information from unauthorized or inadvertent disclosure or use, including, without limitation, the steps that it takes to protect its own information of like kind. The recipient shall give the discloser notice immediately upon learning of any unauthorized use or disclosure of the discloser’s Confidential Information. The obligations set forth in this Section do not apply to any portion of the Confidential Information where the recipient establishes that:
      1. the recipient already possessed the information at the time of disclosure;
      2. the recipient received the information in good faith on a non-confidential basis from a third party lawfully in possession thereof;
      3. the information was publicly known or available at the time of its receipt by the recipient or becomes publicly known or available other than by a breach of this Agreement or in violation of any confidentiality obligation applicable to such information;
      4. the information is independently developed by the recipient without use of, or reference to, the discloser’s Confidential Information; or
      5. the information is rightfully provided or made available to a third party free of an obligation of confidentiality.
   2. A disclosure of Confidential Information required by applicable statute or regulation or by judicial or administrative process shall not be considered a breach of this Section, provided that, to the extent permitted by law, the recipient notifies the discloser of such requirements as soon as reasonably practicable (and, in any event within 5 business days, or such shorter period as may be required by law) so as to provide the discloser the opportunity to obtain such protective orders or confidential treatment or otherwise limit or prevent the disclosure.
   3. The parties agree that the terms and conditions of this Agreement shall be treated as confidential information of both parties and shall not be disclosed to any third party; provided, however, that a party may disclose a copy of this Agreement and provide information concerning this Agreement:
      1. as required by any court or other governmental body;
      2. as otherwise required by law;
      3. to its own accountants, advisors and legal counsel who have a need to know;
      4. as required in connection with a public offering or securities filing;
      5. in confidence, to accountants, banks and financing sources and their advisors in connection with the due diligence review of such party with respect to its prospective debt or equity financing;
      6. in connection with the enforcement of this Agreement or rights under this Agreement or any defences or claims hereunder (including counterclaims); and
      7. in confidence, in connection with the due diligence review of such party with respect to a bona fide prospective merger, acquisition or proposed merger, acquisition or the like.
   4. At all times Your information will be treated in accordance with Sikka’s privacy policy, which is incorporated by reference into this License.
4. Sikka Portal and other Services
   1. This SPC enables access to Sikka’s portal, if available, which offers downloads of an app store and other Sikka and third party services and web sites (collectively and individually, “Services”). Use of the Services requires Internet access and use of certain Services may require a Sikka ID which may require You to accept additional terms of service and may be subject to additional fees. If applicable, Sikka will be responsible for the security of Cardholder Data (as defined in the Payment Card Industry Data Security Standard’s latest version and any successor standards, collectively “PCI DSS”) and Sensitive Authentication Data (as defined in PCI DSS) that it handles, has access to, or otherwise stores, processes or transmits. To be clear, it is not Sikka’s policy to store any credit card data, and payment card industry data is not stored or processed on the SPU/SPC (no Track 2 data, no PIN data, no credit card numbers or CVV data).
   2. Sikka will provide the Services in a professional and workmanlike manner and will use commercially reasonable efforts to maintain the Services. Sikka does not warrant the Services will be uninterrupted or error-free.
   3. Initially You may be charged a setup fee and the first monthly charge at the agreed upon monthly recurring rate for Your App/Service subscription. If an Order Form specifies an initial term or renewal periods for this Agreement, the term and any renewal periods will be as set forth in the Order Form. Your term will start on the date You sign the Agreement and Sikka will bill You immediately. Please note that it is Your responsibility to quickly install, implement, and activate Your subscription to ensure maximum benefit. Charges will automatically recur monthly unless You terminate Your subscription in writing, specifying which locations or practices are being terminated. Pricing may be adjusted only where Sikka experiences an increase in third party costs directly related to the delivery of the Services (for example, where a practice-management system provider increases the fees it charges to Sikka). Sikka will provide You with at least 30 days’ prior written notice of any such price change, including reasonable details of the underlying cost increase. If You do not agree to the updated pricing, You may terminate the affected subscription without penalty before the changes takes effect. Any price change will apply only from the effect date specified in Sikka’s notice.
   4. By using this software in connection with a Sikka ID or account, You agree to the applicable terms and conditions for that account. If You do not agree to the applicable terms and conditions for such an account, do not use the SPC.
   5. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third-party web sites. By using the Services, You acknowledge and agree that Sikka is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. Sikka, its officers, and its affiliates do not warrant or endorse and do not assume and will not have any liability or responsibility to You or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to You. You agree that You will not use any Third Party Materials in a manner that would infringe or violate the rights of any other party, and that Sikka is not in any way responsible for any such use by You.
   6. You agree that the Services, including, but not limited to, software, information, graphics, audio clips, and content, contain proprietary content, information, and material that is owned by Sikka and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that You will not use such proprietary content, information or materials other than for permitted use of the Services or in any manner that is inconsistent with the terms of this License or that infringes any intellectual property rights of a third party or Sikka. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and You shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, using the Services to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Sikka is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that You may receive as a result of using any of the Services.
   7. Open Source. Any open source software that may be provided as part of or in connection with the SPC is licensed under the terms of the applicable third party open source license, which can be found in any applicable “README” file, documentation or other materials accompanying the SPC (the “Open Source Terms”). Copyrights to the Open Source Software are held by copyright holders indicated in the Open Source Terms. Any terms of this License that conflict with the terms of any license agreements for Open Source Software will not apply to such Open Source Software.
5. Termination
   1. All Sikka Apps for which a fee is paid can be terminated by You with 30 days written termination notice sent to support@sikkasoftware.com and Your Customer Success Representative. If You terminate under this section, You remain responsible for paying Sikka all fees properly accrued up to the effective date of termination. If Sikka has offered discounted pricing based on a minimum term commitment, Sikka may charge an early termination amount only to the extent it represents a genuine pre-estimate of Sikka’s reasonably incurred, unrecoverable costs. Sikka will provide information on request to substantiate such costs.
   2. Sikka may terminate this Agreement upon providing 30-days written notice. If Sikka terminates early for reasons other than Your material breach that is not remedied within the applicable cure period, Your insolvency or cessation of business or a termination ground otherwise expressly permitted under this Agreement, then Sikka will refund any prepaid fees for the period after termination.
   3. Without limiting Sikka’s rights under Section 5.4, Sikka may immediately suspend Your access to the SPC or terminate this Agreement by written notice if You commit a major breach of this Agreement where such breach by its nature or consequences make correction impossible or insufficient to protect Sikka’s legitimate business interests, including security, data integrity, or legal compliance. Upon the termination of this License, You must cease all use of the SPC and, within a reasonable period, delete or destroy all copies, full or partial of the SPC in your possession or control. At Sikka’s request, You must confirm in writing that You have complied with this requirement. If Sikka suspends Your access to the SPC or Services due to a remediable breach by You, Sikka will reinstate access promptly after You have cured the breach and resolved any related security, legal compliance or payment issue to Sikka’s reasonable satisfaction. This Section does not limit Sikka’s rights to suspend or terminate access where required to protect the security, integrity, availability or legal compliance of the SPC, Services, Sikka systems or Sikka customers.
   4. Either party may terminate this Agreement:
      1. if the other party materially breaches this Agreement and does not remedy the breach within 30 days after its receipt of written notice of such breach, except that the cure period for non-payment is five days provided the amount is not subject to a genuine dispute; or
      2. if the other party terminates its business activities or is adjudicated insolvent, admits in writing to inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority.
   5. Upon termination or expiration of this Agreement, all licenses granted hereunder shall immediately terminate, You shall cease all use of the SPC and each party will return or destroy all Confidential Information of the other party in its possession or control. However, each party may retain copies of the Confidential Information to the extent required to comply with applicable law provided that any retained Confidential Information continues to be kept confidential in accordance with this Agreement. Any terms of this Agreement which by their nature are intended to survive termination shall survive termination.
   6. Transition Assistance. To the extent Sikka terminates this Agreement or any applicable Order Form for convenience, Sikka will use commercially reasonable efforts to provide transition assistance for up to ninety (90) days following the effective date of termination, provided that You remain current on all undisputed fees and comply with this Agreement during the transition period. Transition assistance may include reasonable cooperation to support migration, export, or handoff activities related to Your use of the SPC or Services. This Section does not require Sikka to continue providing access to the SPC or Services where suspension or termination is based on non-payment, breach, security risk, violation of law, third-party service dependency, insolvency, or any other termination or suspension right available to Sikka under this Agreement.
6. Disclaimer of Warranties

   1. TO THE EXTENT PERMITTED BY LAW AND SUBJECT TO SECTIONS 6.5 AND 7.3, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SPC AND SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.

   2. TO THE EXTENT PERMITTED BY LAW AND SUBJECT TO SECTIONS 6.5 AND 7.3, THE SPC AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND SIKKA AND SIKKA’S LICENSORS (COLLECTIVELY REFERRED TO AS “SIKKA” FOR THE PURPOSES OF SECTIONS 6 AND 7) HEREBY DISCLAIM TO THE FULLEST EXTENT ALLOWABLE UNDER THE LAW AND SUBJECT TO ANY GUARANTEES THAT CANNOT BE EXCLUDED UNDER AUSTRALIAN CONSUMER LAW, ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS WITH RESPECT TO THE SPC AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTEES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

   3. TO THE EXTENT PERMITTED BY LAW AND SUBJECT TO SECTIONS 6.5 AND 7.3, SIKKA DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SPC AND SERVICES, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED BY THE SPC WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SPC AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE SPC OR SERVICES WILL BE CORRECTED, OR THAT THE SPC WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. HOWEVER, SIKKA WILL TAKE REASONABLE STEPS TO ADDRESS MATERIAL DEFECTS WITHIN A REASONABLE TIME WHERE IT IS COMMERCIALLY PRACTICABLE TO DO SO. INSTALLATION OF THIS SOFTWARE MAY AFFECT THE USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES.

   4. YOU FURTHER ACKNOWLEDGE THAT THE SPC AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SPC OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

   5. CONSUMER GUARANTEES – AUSTRALIA
      1. For Australian Consumers: Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, 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 service.
      2. Business Customers: If You are acquiring the SPC or Services for the purposes of a business, You agree that the consumer guarantee provisions of the Australian Consumer Law do not apply to this Agreement to the maximum extent permitted by law.

   6. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIKKA OR A SIKKA AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY NOT EXPRESSLY SET OUT IN THIS AGREEMENT. SHOULD THE SPC OR SERVICES PROVE DEFECTIVE, SIKKA WILL BE RESPONSIBLE FOR ANY COSTS OF SERVICING, REPAIR OR CORRECTION TO THE EXTENT THE DEFECT IS CAUSED BY SIKKA OR AS REQUIRED UNDER APPLICABLE CONSUMER PROTECTION LAWS. THIS SECTION DOES NOT LIMIT ANY RIGHTS OR REMEDIES YOU HAVE UNDER THE AUSTRALIAN CONSUMER LAW OR NEW ZEALAND CONSUMER GUARANTEES ACT. FOR CLARITY, SIKKA IS NOT RESPONSIBLE FOR DEFECTS CAUSED BY YOUR SYSTEMS, NETWORKS, HARDWARE OR THIRD PARTY SOFTWARE OUTSIDE SIKKA’S REASONABLE CONTROL.

7. Limitation of Liability

   1. SUBJECT TO SECTION 7.3, NEITHER PARTY WILL BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF TIME, LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, LOSS OR REVENUE, LOSS OF PATIENTS, DECREASE IN PROFITABILITY, LOSS OF THE USE OF SOFTWARE OR SERVICES, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO A PARTY’S USE OF OR INABILITY TO USE THE SPC OR SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE SIKKA SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT (INCLUDING NEGLIGENCE), CONTRACTUAL OR EXTRA CONTRACTUAL CIVIL LIABILITY OR OTHERWISE) AND EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

   2. SUBJECT TO SECTION 7.3, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY FOR DAMAGES UNDER THIS LICENSE IS LIMITED TO THE TOTAL AMOUNTS OF FEES PAID OR PAYABLE TO SIKKA UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRIOR TO THE EVENT FIRST GIVING RISE TO THE LIABILITY, EXCEPT THAT THIS LIMITATION DOES NOT APPLY TO LIABILITY FOR BREACH OF CONFIDENTIALITY OR PRIVACY OBLIGATIONS, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, LIABILITY TO PAY LICENSE FEES OR LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

   3. EXCLUSIONS FROM LIMITATION

      Nothing in this Agreement excludes, restricts or modifies any liability that cannot be excluded, restricted or modified under applicable law, including:

      1. liability for death or personal injury caused by negligence;
      2. liability for fraud or fraudulent misrepresentation;
      3. in Australia, liability under the consumer guarantees in the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) that cannot be excluded; and
      4. in New Zealand, liability under the Consumer Guarantees Act 1993 that cannot be excluded.
   4. LIMITATION FOR NON-EXCLUDABLE GUARANTEES

      To the extent that Sikka’s liability cannot be excluded but can be limited under applicable law, Sikka’s liability for breach of any non-excludable guarantee or condition is limited, at Sikka’s option, to:

      1. in the case of goods: the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; and
      2. in the case of services: the supply of the services again; or the payment of the cost of having the services supplied again.
8. General Provisions
   1. Export Control. You may not use or otherwise export or re-export the SPC except as authorized by Australian law, New Zealand law, and the laws of the jurisdiction in which the SPC was obtained. In particular, but without limitation, the SPC may not be exported or re-exported (a) into any country subject to Australian or New Zealand government sanctions or (b) to anyone on the Australian Department of Foreign Affairs and Trade’s consolidated list of persons and entities subject to targeted financial sanctions, or any equivalent New Zealand list. By using the SPC, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use the SPC for any purposes prohibited by Australian, New Zealand or applicable law, including, without limitation, the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons.
   2. Government End Users. The SPC and related documentation are commercial items. Consistent with applicable government procurement policies, the SPC and documentation are being licensed to government end users with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
   3. Controlling Law and Severability.
      1. For Australian Users: This License will be governed by and construed in accordance with the laws of New South Wales, Australia, excluding its conflict of law principles. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia and any courts entitled to hear appeals from them.
      2. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
   4. Complete Agreement. This License constitutes the entire agreement between the parties with respect to the use of the SPC licensed hereunder and the Services and supersedes all prior or contemporaneous understandings regarding such subject matter, with the exception of any additional terms of service. You are required to accept if You choose to use Sikka’s online portal which will govern Your use of the portal and any Services You purchase through the portal. No amendment to or modification of this License will be binding unless in writing and signed by the parties.
   5. Assignment. Except in connection with a merger, acquisition or sale of all or substantially all of a party’s assets to which this Agreement relates where the successor or acquirer agrees in writing to be bound by this Agreement, a party may not assign its rights under, nor delegate any performance of, this Agreement without the prior written consent of the other party (consent must not be unreasonably withheld or delayed). Any attempt to do so without such consent is void. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
   6. Relationship of the Parties. The parties to this Agreement are independent contractors. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf.
   7. Force Majeure. Except for the payment of money, a party will not be deemed in default of this Agreement to the extent that any delay or failure in the performance of its obligations results from any cause beyond its reasonable control and provided such delay or failure was not caused or contributed to by the affected party, such as acts of God, acts of civil or military authority, embargoes, epidemics, pandemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, failure of suppliers, or acts of terrorism. The affected party must promptly notify the other party of the force majeure event and its expected duration. The affected party must use reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable. In the event the delay or failure continues for more than 30 days, the other party may terminate this Agreement upon written notice.
   8. Counterparts. This Agreement may be executed in any number of counterparts, including electronically, each of which is deemed an original. All counterparts together form one instrument.

Sikka Technical Support Service Level Descriptions

Sikka will use all reasonable efforts to respond to all, non-basic (Level 1), issues reported by You in accordance with the chart set forth below. The target initial response time is based on the severity of the issue reported.

For Partner Installs and API Technical Support Issues: The authorized by Sikka to provide first-line support, installation, integration, or related services (“Partner”) will be the first line of support and provide initial troubleshooting and problem resolution with the end user or API product.

Sikka will serve only as Tier 2 for escalations after the Partner has completed all initial troubleshooting and problem resolution.

Such response times are guidelines and in no way constitute a guarantee of resolution time. You may specify the priority; Sikka will make the ultimate determination based on the information supplied by You to Sikka Technical Support/Customer Success.

Standard Support Hours: Monday through Friday, 8:00 am to 5:00 pm (Australian Eastern Standard Time / New Zealand Standard Time, as applies to the country in which Your business operates), excluding public holidays.

Severity Level	Description of issue, Response and Escalation	Target initial Response Time
Critical	Priority 1 is reserved for complete SPU or “Platform” failures and for emergency issues affecting production site launch schedules and must be reported via: https://support.sikkasoft.com. If the problem is not resolved within four (4) business hours, the Sikka customer support manager and Your organisation is notified and will work with the support engineer to ensure the assignment of relevant resources to implement an action plan. If the problem is still not resolved within eight (8) business hours the issue will be escalated to the Sikka TAC and will be reviewed to ensure that the appropriate resources are allocated to resolve the issue.	2 Hours (business hours only)
Normal	Priority 2 is for all other cases or problems that You may experience with the SPU or “Platform”. If You are not satisfied that the issue is being resolved in an acceptable time period, You can request an escalation of the issue using https://support.sikkasoft.com. The Customer Success Team Lead will contact You to discuss the request and agree on an action plan with You.	8 Hours (business hours only)

Privacy and Health Information Addendum
Australia and New Zealand

1. APPLICATION
   1. This Addendum applies to the extent that:
      1. In Australia: You are a health service provider or APP entity (as defined in the Privacy Act 1988 (Cth)) and Sikka receives, creates, or has access to personal information or health information from or on behalf of You; or
      2. In New Zealand: You are a health agency (as defined in the Health Information Privacy Code 2020) and Sikka receives, creates, or has access to personal information or health information from or on behalf of You.
   2. The parties agree to comply with all applicable privacy and data protection laws governing personal information and health information, including:
      1. In Australia: the Privacy Act 1988 (Cth) and the Australian Privacy Principles;
      2. In New Zealand: the Privacy Act 2020, the Information Privacy Principles, and the Health Information Privacy Code 2020.
2. DEFINITIONS

   “Eligible Data Breach” (Australia) has the meaning given in Part IIIC of the Privacy Act 1988 (Cth).

   “Health Information” means: (a) In Australia: health information as defined in section 6 of the Privacy Act 1988 (Cth); and (b) In New Zealand: health information as defined in the Health Information Privacy Code 2020.

   “Notifiable Privacy Breach” (New Zealand) has the meaning given in the Privacy Act 2020.

   “Personal Information” means: (a) In Australia: personal information as defined in section 6 of the Privacy Act 1988 (Cth); and (b) In New Zealand: personal information as defined in section 7 of the Privacy Act 2020.

   “Privacy Breach” means any actual or suspected unauthorised access to, disclosure of, loss of, or interference with Personal Information or Health Information.

3. SIKKA’S OBLIGATIONS
   1. Sikka agrees to:
      1. not use or disclose Personal Information or Health Information other than as permitted or required by the Software License Agreement or as required by law;
      2. use appropriate safeguards to prevent unauthorised use or disclosure of Personal Information and Health Information, including implementing reasonable administrative, physical and technical safeguards that protect the confidentiality, integrity and availability of such information;
      3. take reasonable steps to ensure that any subcontractor to whom Sikka discloses Personal Information or Health Information has agreed in writing to comply with obligations equivalent to those in this Addendum;
      4. notify You as soon as practicable (and in any event within 72 hours) after becoming aware of any Privacy Breach;
      5. cooperate with You in investigating and responding to any Privacy Breach, including:
         1. In Australia: assisting You to assess whether the breach is an Eligible Data Breach requiring notification to the Office of the Australian Information Commissioner and affected individuals; and
         2. In New Zealand: assisting You to assess whether the breach is a Notifiable Privacy Breach requiring notification to the Privacy Commissioner and affected individuals;
      6. upon reasonable request, make available to You information necessary to demonstrate compliance with this Addendum;
      7. assist You to respond to requests from individuals to access or correct their Personal Information or Health Information, within the timeframes required by applicable law;
      8. upon termination of this Agreement, return or destroy all Personal Information and Health Information received from You, or created or received on behalf of You, unless retention is required by law.
4. YOUR OBLIGATIONS
   1. You shall:
      1. ensure that you have obtained all necessary consents and provided all necessary notices to individuals to permit the collection, use and disclosure of Personal Information and Health Information to Sikka as contemplated by this Agreement;
      2. notify Sikka of any restrictions on the use or disclosure of Personal Information or Health Information that may affect Sikka’s ability to perform its obligations;
      3. not request Sikka to use or disclose Personal Information or Health Information in any manner that would not be permissible under applicable privacy laws if done by You;
      4. comply with all applicable privacy laws in connection with its use of the SPC and Services.
5. CROSS-BORDER DISCLOSURE
   1. You acknowledge that Sikka may disclose Personal Information or Health Information to recipients located outside Australia or New Zealand for the purposes of providing the Services.
   2. Before disclosing Personal Information outside Australia, Sikka will take reasonable steps to ensure that the overseas recipient does not breach the Australian Privacy Principles (other than APP 1) in relation to the information, or will ensure that an exception under APP 8.2 applies. This Section will not apply where such disclosure is required or authorized by law.
   3. Before disclosing Personal Information outside New Zealand, Sikka will take reasonable steps to ensure that the information will be subject to comparable safeguards to those in the Privacy Act 2020, or will ensure that an exception under Information Privacy Principle 12 applies.
6. TERM AND TERMINATION
   1. This Addendum shall be effective as of the Effective Date of the Software License Agreement and shall terminate when all Personal Information and Health Information provided by You to Sikka, or created or received by Sikka on behalf of You, is destroyed or returned to You, or, if it is infeasible to return or destroy such information, protections are extended to such information.
   2. In addition to any termination rights in the Software License Agreement, if Sikka materially breaches this Addendum, You may terminate the Services if Sikka fails to cure such breach within thirty (30) days after receiving written notice of such breach, or immediately terminate the Services if cure is not possible.
7. MISCELLANEOUS
   1. A reference in this Addendum to a section in legislation means the section as in effect or as amended.
   2. The parties agree to take such action as is necessary to amend this Addendum from time to time as is necessary for the parties to comply with applicable privacy laws.
   3. In the event of a conflict between the terms of this Addendum and any other agreement or understanding between the parties (including the Agreement), this Addendum shall control with respect to the handling of Personal Information and Health Information.
   4. The respective rights and obligations of each party under this Addendum shall survive the termination of this Agreement.
   5. Any ambiguity in this Addendum shall be resolved to permit each party to comply with applicable privacy laws.