These Terms of Service (these "Terms") govern all use of the Platform and Services (defined below) and are agreed to between you as an individual or, if you are accessing or using the Services on behalf of another individual, organization, or entity ("Entity"), that Entity (in either case, "Customer") and Onedash. Onedash is based in Victoria, Australia and makes the Services available to eligible customers in Australia and other supported jurisdictions.

These Terms, together with any written or electronic ordering document entered into by Onedash and Customer, including any order placed by Customer through Onedash's website, checkout, billing portal, or other electronic ordering process and accepted by Onedash (each an "Order"), and any other documents expressly incorporated by reference, create a binding agreement between Onedash and Customer (collectively, the "Agreement").

By accessing or using any part of the Platform or any Services, by signing an Order referencing these Terms, or by clicking or otherwise indicating acceptance of these Terms, Customer agrees to enter into and be bound by the Agreement.

If you are entering into the Agreement on behalf of an Entity, by accessing or using any part of the Platform or any Services, or by clicking to accept these Terms, you represent and warrant that you have authority to bind that Entity to this Agreement. If you do not have such authority, or Customer does not agree to be bound by this Agreement, do not access or use any part of the Platform or any Services.

The Services are intended for use by individuals 18 years of age and older. By accessing or using the Platform or Services, you represent and warrant that you are at least 18 years of age and have legal capacity to enter into this Agreement.

Section 10 of this Agreement contains provisions that govern how disputes between Customer and Onedash are resolved. In particular, and except where a mandatory law gives Customer a right that cannot lawfully be excluded, the arbitration agreement in Section 10 requires Disputes to be submitted to binding and final arbitration. Please see Section 10 for more information.

Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, remedy, or other protection that cannot lawfully be excluded, restricted, or modified under applicable law.

1. Access Grant and Licenses

1.1 Onedash Service

During the Subscription Term (defined below), Onedash will make available to Customer:

• (a) Onedash's proprietary web-based platform ("Platform");
• (b) Onedash's proprietary desktop application ("Application"); and
• (c) any other products, features, functionality, or services included in Customer's applicable Order or Service Plan.

Subject to the terms and conditions of this Agreement, Onedash hereby grants Customer a limited, nonexclusive, nontransferable, non-sublicensable right, during the Subscription Term, to:

• (i) access and use the Platform for Customer's internal purposes; and
• (ii) install and use the Application, solely for Customer's internal purposes, and in accordance with Onedash's user materials, instructions, and specifications made available by Onedash to Customer for the Services.

Collectively, Onedash's "Services" are access to the Platform, Application, and other products and services ordered by Customer under this Agreement. Except where expressly stated otherwise, the Services do not include products, content, accounts, subscriptions, or services supplied by third parties.

1.2 Service Plan

The number of Customer employees and contractors authorized by Customer to access and use the Services ("Authorized Users"), the Services provided, the amount or quantity of particular Services that Customer may consume (a "Bundle"), the Fees for each of the foregoing, and the Subscription Term are set forth in the Order and together comprise Customer's "Service Plan." Customer may increase the scope of its Service Plan, including the number of Authorized Users or size of a Bundle, during the Term by entering into an additional Order (an "Increase Order"). Unless otherwise specified in the Increase Order:

• (a) the Subscription Term for any additional Authorized Users or upgraded Service Plan will be coterminous with the then-current Subscription Term under the existing Service Plan;
• (b) the Fees for any additions, upgrades, or modifications will be prorated for the portion of the Subscription Term remaining as of the effective date of the Order; and
• (c) Customer may upgrade or downgrade its Service Plan where Onedash makes that option available, with applicable charges, credits, feature changes, or timing disclosed through the applicable billing interface or Order.

1.3 Customer Account

In order to access and use the Services, Customer will need to register with Onedash and create an account ("Account"). Customer will designate an Authorized User as the administrator of Customer's Account (the "Admin"). Until an Admin is designated by Customer, the Admin will be the first Authorized User added to Customer's Account. Customer may allow its Authorized Users to access and use the Services solely under Customer's Account for purposes of exercising the rights granted to Customer under this Agreement.

Customer will ensure that all information about each Authorized User provided to Onedash is and remains accurate and complete. Customer will advise Authorized Users of the restrictions set forth in this Agreement and will be responsible for the acts and omissions of its Authorized Users in connection with the Services as if those acts and omissions were those of Customer.

Customer will implement commercially reasonable measures to protect the security and confidentiality of all Authorized User credentials and authentication factors associated with Customer's Account and to prevent unauthorized access to or use of the Services. Customer will notify Onedash promptly of any unauthorized access or use of the Services or if any Authorized User credentials or authentication factors are lost, stolen, or otherwise compromised.

1.4 Account Access

In order to provide support, maintain the Services, investigate technical or security issues, prevent misuse, comply with applicable law, and respond to Customer requests, authorized Onedash personnel may access Customer's Account and Customer Data where reasonably necessary. By requesting support or assistance from Onedash, Customer authorizes Onedash personnel to access Customer's Account and Customer Data to the extent reasonably required to investigate, diagnose, and resolve the relevant issue.

Onedash will limit such access to authorized personnel and to the scope reasonably necessary for the applicable purpose. If Customer wishes to restrict support access, Customer may notify Onedash, and Onedash will use reasonable efforts to accommodate such request, although doing so may limit or prevent Onedash's ability to provide support.

1.5 Free and Trial Accounts

If an Order or Account provides access to any part of the Services on a free, complimentary, promotional, or trial basis ("Free Access"), Customer may use those portions of the Services subject to this Agreement and any additional limitations displayed for the Free Access.

• (a) Subject to liability that cannot lawfully be excluded or limited, Onedash's cumulative liability relating solely to Free Access is limited to direct damages not exceeding AUD $25.
• (b) Free Access is provided on an "as is" and "as available" basis and, to the maximum extent permitted by law, without any obligation to provide support, maintenance, training, service levels, or continued availability.
• (c) Onedash may modify, suspend, withdraw, or terminate Free Access at any time, with or without notice, subject to applicable law.
• (d) Onedash will not convert Free Access into a paid subscription or charge Customer solely because Free Access ends unless Customer has separately agreed to the applicable paid subscription or authorized conversion as part of the trial or promotional offer.

2. Accounts, Billing and Payment

2.1 Direct Purchases

This Section 2 applies to purchases directly from Onedash. If Customer obtains access to the Services through an Onedash-approved reseller, marketplace, or other authorized third party, the applicable billing, payment, ordering, and delivery terms may be governed by Customer's agreement with that third party. The remaining provisions of this Agreement continue to apply to Customer's use of the Services unless expressly stated otherwise.

2.2 Fees

Customer shall pay Onedash the fees for the Service Plan set forth in the applicable Order, checkout, billing portal, or invoice (as such Service Plan may be amended) ("Fees") in accordance with this Agreement.

2.3 Currency

Onedash's base pricing currency is Australian dollars ("AUD"). Onedash may display, quote, invoice, or charge Fees in other currencies that Onedash supports from time to time.

Where Customer selects or is quoted a supported currency other than AUD, the amount displayed in the applicable Order, checkout, billing portal, or invoice is the amount payable in that transaction currency. Prices displayed in another currency may reflect currency conversion, regional pricing, rounding, taxes, payment processing costs, or other pricing considerations and are not required to correspond exactly to a live foreign exchange conversion of Onedash's AUD base price.

Customer is responsible for any foreign exchange, international transaction, or similar fees independently imposed by Customer's bank, card issuer, or payment provider. Unless otherwise required by law or stated by Onedash, any refund will be processed in the currency in which the original transaction was charged, and Onedash is not responsible for differences caused by exchange-rate movements or third-party conversion fees.

2.4 Overages

• (a) If Customer allows more than the number of Authorized Users set forth in the Service Plan to use the Services, Onedash may:
  1. (i) require Customer to promptly enter into an Increase Order effective from the date the excess use began, with applicable prorated Fees; and/or
  2. (ii) suspend or restrict access for Authorized Users in excess of the Service Plan until Customer returns to compliance.
• (b) If Customer's use of the Services in any billing period exceeds the usage allocated under its purchased Bundle, Customer shall pay any applicable overage charges at the rate disclosed in the Service Plan, Order, or billing interface ("Overage Fees").
• (c) Unless the applicable Service Plan expressly provides otherwise, unused portions of a Bundle expire at the end of the applicable billing period and do not roll over.

2.5 Payment Terms

Unless an Order states otherwise, recurring Service Plans are billed in advance for the applicable billing period. Where Onedash issues an invoice with payment terms rather than automatically charging a payment method, Customer will pay the invoice within 7 days after receipt unless different payment terms are stated on the invoice or Order.

Customer must provide and maintain a valid payment method where required for a paid Service Plan. Customer is responsible for providing complete and accurate billing and contact information to Onedash and promptly updating that information when it changes. Free Accounts are not required to provide a payment method unless one is required for a separately purchased feature or service.

By providing or selecting a credit card, debit card, digital wallet, or other payment method, Customer authorizes Onedash and its payment service providers to charge that payment method for all Fees, Taxes, Overage Fees, and other amounts Customer has agreed to pay under this Agreement.

Unless Customer cancels the applicable recurring Service Plan before renewal, Customer authorizes Onedash to continue charging the applicable recurring Fees at each renewal in accordance with Section 6.

If a payment fails or becomes overdue, Onedash may retry the payment method, request an alternative payment method, restrict paid functionality, or suspend the affected Account or Services until payment is received.

2.6 Refunds and 30-Day Money-Back Guarantee

Except where required by applicable law or expressly provided under this Section, Fees are non-refundable and Onedash does not provide refunds or credits for partial billing periods, unused time, or unused portions of an active Service Plan.

In addition to any rights that cannot lawfully be excluded, Onedash offers a voluntary 30-day money-back guarantee for eligible first-time paid subscriptions purchased directly from Onedash.

If Customer decides not to continue using Onedash within 30 days after Customer's first payment for an eligible subscription, Customer may request a refund of the Fees paid for that subscription. Unless otherwise stated at the time of purchase, this guarantee applies to both monthly and annual subscriptions purchased directly from Onedash.

The 30-day money-back guarantee is additional to, and does not replace, any statutory consumer guarantee, refund right, cancellation right, or remedy that cannot lawfully be excluded or restricted.

Purchases made through an authorized reseller, marketplace, or other third party may be subject to that third party's refund process. Nothing in this paragraph limits any remedy Onedash is required to provide under applicable law.

2.7 Taxes

Unless expressly stated otherwise, amounts payable under this Agreement are exclusive of applicable sales, use, goods and services, value-added, withholding, customs, excise, and similar taxes or duties (collectively, "Taxes"). Where applicable law requires a consumer-facing price to include GST, VAT, or another Tax, Onedash will display the price in accordance with that requirement.

Customer is responsible for Taxes imposed on Customer's purchase or use of the Services, except for taxes based on Onedash's net income. Customer will not deduct or withhold Taxes from amounts due to Onedash unless required by applicable law. If withholding is legally required, Customer will provide reasonable evidence of the withholding upon request.

3. Modifications

3.1 To Services

Onedash reserves the right at any time and from time to time to modify, update, replace, suspend, or discontinue, temporarily or permanently, any part of the Services, including features, integrations, technical requirements, usage limits, and functionality.

Onedash may make changes without prior notice where reasonably necessary for security, legal, regulatory, fraud-prevention, operational, or urgent technical reasons, or where a change is caused by or necessary because of a Third-Party Service. Where reasonably practicable, Onedash will provide notice of planned maintenance or a material change that substantially affects the core functionality of a paid Service Plan.

Subject to any liability or remedy that cannot lawfully be excluded or limited, Onedash will not be liable to Customer or any third party merely because Onedash modifies, updates, suspends, or discontinues any part of the Services in accordance with this Agreement.

3.2 To Prices

Prices of Onedash Service Plans are subject to change. A price change will not ordinarily alter Fees already paid for the then-current prepaid Subscription Term. If Onedash removes Customer's current Service Plan, materially changes the price payable at renewal, or requires migration to a replacement Service Plan, Onedash will use reasonable efforts to provide at least 30 days' prior notice before the change applies to Customer's next renewal.

Customer may cancel the affected recurring Service Plan before the new price takes effect. If Customer does not cancel and the Service Plan renews after the notified effective date, Customer authorizes Onedash to charge the then-applicable price, subject to applicable law.

If Customer purchased access through an authorized reseller or marketplace, that third party may be responsible for communicating and administering pricing changes applicable to the purchase.

3.3 To these Terms

Onedash reserves the right to change, modify, add to, supplement, or delete portions of these Terms from time to time, including to reflect changes to the Services, business practices, security requirements, applicable law, or regulatory requirements.

Onedash will use reasonable efforts to notify Customer of material changes before or when they take effect, except where an earlier change is reasonably necessary for security, legal, regulatory, fraud-prevention, or urgent technical reasons.

Customer's continued use of the Services after revised Terms take effect constitutes acceptance of the revised Terms to the extent permitted by applicable law. Where applicable law requires a different form of notice or affirmative consent to a change, Onedash will comply with that requirement.

Any new features, tools, products, or resources that augment or enhance the Services will be subject to these Terms unless Onedash expressly states otherwise.

4. Software Licenses and Third-Party Services

4.1 Downloadable Software and API

Customer may have access to and download certain software of Onedash and third parties in connection with the Services.

"API" means any application programming interface, SDK, documentation, sample code, or related developer material that Onedash makes available to Customer from time to time.

These Terms and any restrictions or policies implemented by Onedash with respect to an API and made available in applicable Onedash documentation ("API Policies") govern Customer's rights to use and access the API.

Customer's access to and use of an API is limited to use in connection with Customer's lawful use of the Services for Customer's internal purposes ("Internal Use"), unless Onedash expressly agrees otherwise. Subject to Customer's compliance with this Agreement, Onedash grants Customer a non-exclusive, non-transferable, limited license to use the API solely for permitted Internal Use.

This license does not grant Customer any ownership right in the API or related intellectual property. Subject to any rights that cannot lawfully be excluded, APIs, sample code, developer materials, and related functionality are provided "as is" and without warranties beyond those expressly stated by Onedash.

Onedash does not warrant that an API will meet Customer's requirements or operate without interruption or error. Customer agrees not to use an API in a way that infringes Onedash's or any third party's intellectual property rights, violates applicable law, circumvents security controls, or materially interferes with the Services.

4.2 Third-Party Software

Onedash may distribute, incorporate, or make available certain third-party software, including open-source software, for use with the Services ("Third-Party Software").

Third-Party Software is subject to its applicable license terms. Where an applicable third-party or open-source license grants rights or imposes conditions that conflict with this Agreement, that license controls Customer's use of that Third-Party Software to the extent of the conflict.

4.3 Third-Party Services and Content

The Services may enable Customer to access, display, manage, connect to, authenticate with, or otherwise interact with websites, applications, platforms, accounts, content, APIs, or other services supplied by third parties ("Third-Party Services"). Unless expressly stated otherwise, Third-Party Services are not owned, operated, controlled, or supplied by Onedash.

Customer's access to and use of any Third-Party Service remains subject to the terms, policies, account requirements, subscription requirements, technical restrictions, and other conditions imposed by the applicable third party. Customer is responsible for maintaining any third-party account, subscription, permission, or license required to use that Third-Party Service.

Onedash does not control and does not guarantee the continued availability, security, accuracy, performance, compatibility, or functionality of any Third-Party Service. Third-party providers may change or discontinue authentication methods, APIs, websites, technical requirements, policies, or functionality at any time, and those changes may affect or prevent use of the Third-Party Service through Onedash.

Subject to liability that cannot lawfully be excluded, Onedash is not responsible for outages, suspensions, account restrictions, data loss, security incidents, content, policy changes, technical changes, or other acts or omissions of a Third-Party Service or its provider.

Where a Third-Party Service change affects an integration or feature, Onedash may modify, restrict, or discontinue the affected integration or functionality without liability, subject to applicable law.

5. Proprietary Rights; Restrictions

5.1 Customer Data

Except as otherwise set forth in this Section, as between the parties, Customer retains its rights in the data, information, files, and other content uploaded, submitted, generated, stored, or otherwise input by Customer and its Authorized Users into the Services (collectively, "Customer Data").

Customer grants Onedash a nonexclusive, royalty-free, sublicensable, worldwide license during the Term, and thereafter to the extent reasonably necessary for applicable retention, backup, legal, security, de-identification, or survival obligations, to host, store, reproduce, transmit, process, modify, and otherwise use Customer Data to:

• (a) enable, operate, optimize, support, and provide the Services to Customer;
• (b) perform Onedash's obligations and exercise its rights under this Agreement;
• (c) prevent, investigate, or address technical problems, fraud, abuse, or security issues affecting the Services;
• (d) make recommendations regarding Customer's use of the Services;
• (e) maintain, develop, and improve the Services;
• (f) comply with applicable law and lawful legal process;
• (g) create and use Usage Data as permitted under Section 5.5; and
• (h) carry out the AI practices expressly permitted under Section 5.4.

Customer represents and warrants that Customer Data will not:

• (a) violate this Agreement or any applicable law, rule, or regulation;
• (b) be defamatory, unlawfully obscene, abusive, threatening, or an unlawful invasion of privacy;
• (c) infringe, misappropriate, or otherwise violate intellectual property, privacy, confidentiality, or other rights of a third party;
• (d) contain malicious code intended to compromise systems, networks, or data;
• (e) be unlawful or intentionally facilitate unlawful activity; or
• (f) be knowingly false or misleading where reliance on it may cause unlawful harm.

Customer further represents and warrants that Customer has all rights, licenses, permissions, consents, and lawful bases necessary to provide Customer Data to Onedash and to grant the rights set forth in this Agreement. Customer reserves all right, title, and interest in Customer Data other than the rights and licenses expressly granted to Onedash.

5.2 Personal Data and PHI

To the extent Customer Data contains personal data processed by Onedash on Customer's behalf, Onedash will process that data in accordance with the Onedash Data Processing Addendum available at https://onedash.au/legal/dpa/ (the "DPA"), which is incorporated by reference into this Agreement to the extent applicable.

Customer must not provide protected health information regulated by the United States Health Insurance Portability and Accountability Act and its implementing regulations ("PHI") to Onedash or use the Services to process PHI unless:

• (a) Customer uses a Service Plan or feature that Onedash expressly permits for processing PHI; and
• (b) Customer and Onedash have entered into the applicable Onedash Business Associate Agreement ("BAA").

For purposes of this Agreement, the applicable BAA may be:

• (i) for a Customer that is a covered entity, the agreement made available at https://onedash.au/legal/baa-covered-entity/; or
• (ii) for a Customer that is a business associate to a covered entity, the agreement made available at https://onedash.au/legal/baa-subcontractor/.

A BAA applies only where it has been validly entered into between Onedash and Customer.

5.3 Ownership of the Platform

Customer acknowledges and agrees that, as between the parties, Onedash retains all right, title, and interest in and to the Services and Platform, the Application, all copies or parts thereof, all improvements, modifications and enhancements thereto, and all related intellectual property rights.

Onedash reserves all rights other than the rights expressly granted to Customer under this Agreement.

5.4 AI Practices

Onedash may offer artificial intelligence, machine-learning, transcription, classification, summarization, generation, recommendation, automation, or similar tools as part of certain Services ("AI Features").

Customer authorizes Onedash to create, aggregate, and use de-identified versions of Customer Data together with similar de-identified data from other customers or lawful sources to create datasets used for training, evaluation, analysis, testing, development, and improvement ("Training Datasets"), provided that Onedash will take reasonable measures designed so that Training Datasets used for those purposes do not identify Customer or contain personal data in identifiable form.

As between the parties, Onedash owns all right, title, and interest in and to the Training Datasets it creates. Onedash may use Training Datasets for any lawful business purpose, including, without limitation, data analysis, benchmarking, testing, research, evaluation, safety and security improvements, and the training, fine-tuning, development, and improvement of Onedash's artificial intelligence and machine-learning systems and offerings.

• (a) Customer may opt out of the use of Customer Data for the creation of future Training Datasets at any time by emailing [email protected] or by using any Account control Onedash makes available for that purpose.
• (b) An opt-out applies prospectively after Onedash has received and reasonably processed the request. It does not require Onedash to reverse completed model training or remove information that has already been irreversibly de-identified, aggregated, or incorporated into a Training Dataset in a manner that cannot reasonably be associated with Customer or an individual.
• (c) Customer can learn more about Onedash's AI practices by reviewing Onedash's AI Policies and Procedures available at https://onedash.au/legal/ai-transparency/.
• (d) Customers that have executed an applicable BAA with Onedash are automatically opted out of the Training Dataset practices described in this Section unless Onedash and Customer expressly agree otherwise in writing in compliance with applicable law.

AI Features may produce inaccurate, incomplete, or non-unique output. Customer is responsible for reviewing AI-generated output before relying on or using it and must not rely on AI-generated output as a substitute for professional advice where professional review is required.

5.5 Usage Data

"Usage Data" means technical, operational, statistical, analytical, or other information collected or produced in connection with use of the Services that does not identify Customer or an individual. Usage Data may include usage patterns, traffic information, device and performance information, error information, feature interactions, and aggregated user conduct associated with the Services.

Onedash retains ownership of all right, title, and interest in and to Usage Data. Onedash may collect, create, use, disclose, and commercialize Usage Data for any lawful business purpose, including, without limitation, benchmarking, analytics, security, capacity planning, product development, and improving Onedash's services, systems, and algorithms.

5.6 Feedback

Nothing in this Agreement or in the parties' dealings arising out of or related to this Agreement restricts Onedash's right to use, profit from, disclose, publish, keep secret, commercialize, or otherwise exploit any suggestion, idea, comment, or other feedback for improving or otherwise modifying Onedash's products or services that is provided to Onedash by Customer or its users ("Feedback"), without compensating or crediting Customer or the individual providing the Feedback.

Nothing in this Agreement prohibits Onedash from utilizing skills, experience, ideas, or knowledge of a general nature gained or created by Onedash in the course of providing the Services, including information publicly known or available or that could reasonably be acquired in similar work for another customer, provided that Onedash does not disclose Customer Data except as permitted by this Agreement.

5.7 Restrictions

Customer will not provide access to the Services to any third party who is not an Authorized User except as expressly permitted by the applicable Service Plan or Order. Customer will be responsible for Authorized Users' compliance with this Agreement. Except as expressly permitted under this Agreement or applicable law, neither Customer nor any Authorized User will, or will permit or authorize any third party to:

• (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, underlying structure, ideas, models, or algorithms of the Services;
• (b) modify, translate, or create derivative works based on the Services;
• (c) copy, rent, lease, distribute, pledge, assign, sublicense, or otherwise transfer the Services or any right to use them except as expressly permitted;
• (d) use the Services for timesharing, service bureau, unauthorized resale, or otherwise for the benefit of a third party in a manner not permitted by the Service Plan;
• (e) hack, manipulate, interfere with, disrupt, or circumvent the integrity, security, authentication, licensing, or performance of the Services or related systems, hardware, networks, or technology;
• (f) scrape, crawl, probe, test, or access the Services using automated means in a manner that materially burdens the Services or circumvents technical restrictions;
• (g) use the Services to distribute malicious code, conduct unlawful surveillance, facilitate fraud, or gain unauthorized access to an account, system, or network; or
• (h) remove or obscure proprietary notices or labels of Onedash or its suppliers.

Customer will:

• (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and promptly notify Onedash of such unauthorized access or use;
• (ii) use the Services only in accordance with applicable documentation and all applicable laws, rules, and regulations; and
• (iii) comply with Onedash's Acceptable Use Policy available at https://onedash.au/legal/acceptable-use/, as updated from time to time.

6. Term and Termination

6.1 Term

The term of this Agreement commences as of the earlier of the date Customer first accesses or uses the Platform or Services, clicks or otherwise indicates acceptance of these Terms, or enters into an Order referencing these Terms (the "Effective Date"), and remains in effect while any Services are provided (the "Term").

The term of each Service Plan begins as specified in the applicable Order, checkout, or billing interface and continues for the applicable monthly, annual, usage-based, or other period (the "Initial Term").

Unless otherwise specified in an Order or cancelled before renewal, recurring Service Plans automatically renew for successive periods equal to the applicable billing period (each a "Renewal Term"). The Initial Term and any Renewal Term are collectively the "Subscription Term".

For self-service recurring subscriptions, Customer may prevent renewal by cancelling through the Billing page before the applicable renewal is processed. A separately negotiated Order may specify a different notice period for non-renewal, including a requirement to provide written notice in advance.

6.2 Termination for Convenience

Customer may cancel a self-service recurring Service Plan at any time using the Billing page. Unless otherwise stated at the time of cancellation, cancellation takes effect at the end of the then-current paid Subscription Term, Customer will retain access until that time, and the Service Plan will not renew.

Cancellation does not entitle Customer to a refund or credit for unused time except under Section 2.6 or where required by applicable law.

6.3 Termination for Breach

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and, where the breach is capable of remedy, fails to cure the breach within 30 days after receipt of written notice describing the breach.

Onedash may terminate or suspend the affected Services immediately where Customer's breach is incapable of remedy, where continued provision would violate applicable law, or where Onedash reasonably determines that immediate action is necessary to prevent fraud, abuse, unauthorized access, a material security threat, or serious harm to Onedash, the Services, or another person.

6.4 Effect of Termination

Upon expiration or termination of this Agreement, all rights granted to Customer under this Agreement and all obligations of Onedash to provide the terminated Services will end when the termination becomes effective, and Customer will cease use of those Services.

Customer remains obligated to pay all amounts validly incurred or due before the effective date of termination. Unless Customer is entitled to a refund under Section 2.6, applicable law, or an express written agreement with Onedash, termination does not create a right to a refund of prepaid Fees.

Customer is responsible for exporting Customer Data that Customer wishes to retain before termination or Account deletion.

Following cancellation or termination, Onedash may deactivate the Account and remove Customer Data from active systems. Where supported by Onedash's systems, Customer Data associated with a recently cancelled Account may remain recoverable by written request for up to 14 days after the effective date of cancellation. Onedash does not guarantee that all categories of data can be restored during that period.

After the applicable recovery period, Customer Data may be permanently deleted from active systems. Residual copies may remain temporarily in backups, security records, or other systems in accordance with Onedash's retention practices and applicable law.

Sections 2, to the extent Fees or other amounts remain due, 5, 6.4, 7, 8, 9, 10, and 11, and any other provision that by its nature is intended to survive, will survive expiration or termination.

6.5 Suspension

Without limiting Onedash's other rights, Onedash may suspend or restrict Customer's access to the Account or Services, with or without prior notice, where Onedash reasonably believes:

• (a) Customer has breached or is likely to be in material breach of this Agreement;
• (b) Fees are overdue or a payment method has failed;
• (c) Customer's Account or credentials have been compromised;
• (d) Customer's use presents a security, fraud, legal, operational, or reputational risk;
• (e) Customer's use materially interferes with the Services or another user's use of the Services; or
• (f) suspension is required by applicable law or lawful authority.

Where reasonably practicable and appropriate in the circumstances, Onedash will notify Customer of the reason for suspension. Onedash may act immediately and without prior notice where delay could increase security, legal, fraud, operational, or other material risk.

7. Disclaimer

7.1 Disclaimer of Warranties

Subject to Sections 7.2 and 7.3 and to the maximum extent permitted by applicable law, the Onedash Services and their contents are provided "as is" and "as available" without warranties or representations of any kind, whether express, implied, or statutory, except as expressly stated in this Agreement.

Onedash may enable access to or display content, accounts, websites, applications, and services supplied by third parties. Onedash does not exercise editorial or operational control over Third-Party Services and makes no warranty or representation as to their accuracy, reliability, security, availability, compatibility, legality, or currency.

To the maximum extent permitted by law, Onedash disclaims implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, and non-infringement to the extent those warranties may lawfully be excluded.

No oral advice, statement, or written information given by Onedash or any of its affiliates, employees, officers, directors, contractors, or agents creates a warranty unless expressly incorporated into this Agreement or required by applicable law.

Without limiting the foregoing, Onedash does not warrant that the Services will be uninterrupted, error-free, completely secure, compatible with every Third-Party Service, available on every device or in every jurisdiction, or free from every defect or harmful component.

7.2 Australian Consumer Law

Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, or any other applicable law that cannot lawfully be excluded, restricted, or modified by agreement.

To the extent permitted by law, where Onedash is entitled to limit its liability for a breach of a non-excludable guarantee relating to services not ordinarily acquired for personal, domestic, or household use or consumption, Onedash's liability is limited, at its option, to:

• (a) the resupply of the Services; or
• (b) the payment of the cost of having the Services supplied again.

7.3 Mandatory International Consumer Rights

Customers outside Australia may have mandatory consumer rights under the laws of their country, state, province, or territory. Nothing in this Agreement is intended to exclude or restrict a right or remedy that applicable law does not permit the parties to exclude or restrict. Where such a mandatory law conflicts with this Agreement, that law applies only to the extent necessary to give effect to the non-excludable right or remedy.

8. Limitations of Liability

Subject to any liability that cannot lawfully be excluded or limited, including under the Australian Consumer Law, Onedash will not be liable for any indirect, incidental, special, exemplary, punitive, or consequential loss or damage, however caused and under any theory of liability, whether in contract, tort including negligence, statute, strict liability, equity, or otherwise, arising out of or relating to the Agreement or the use of or access to the Platform or Services.

Subject to the same qualifications and to the maximum extent permitted by applicable law, excluded loss includes loss of profits, revenue, business, goodwill, anticipated savings, opportunity, use, Customer Data, business interruption, procurement of substitute goods or services, or loss arising from the conduct, outage, restriction, incompatibility, or failure of a Third-Party Service, even if Onedash has been advised of the possibility of such loss.

Subject to any liability that cannot lawfully be excluded or limited, Onedash's total cumulative liability arising out of or relating to this Agreement, the Platform, and the Services, whether in contract, tort including negligence, statute, strict liability, equity, or otherwise, will not exceed the greater of:

• (1) the total Fees actually paid by Customer to Onedash for the affected Services during the 3 months immediately preceding the event giving rise to the claim; and
• (2) AUD $50.

If Customer paid for the affected Services in a currency other than AUD, the AUD $50 amount may be converted into the applicable transaction currency using a reasonable exchange rate at the time liability is determined.

The limitations in this Section are an essential basis of the commercial arrangement between the parties and reflect the nature and pricing of the Services. In any jurisdiction where a particular exclusion or limitation is not permitted, Onedash's liability is limited to the maximum extent permitted by applicable law.

Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is severable and independent of the other provisions and will apply to the maximum extent permitted by law even if another remedy fails of its essential purpose.

9. Indemnification

To the maximum extent permitted by applicable law, Customer agrees to indemnify, defend, and hold harmless Onedash and its officers, directors, shareholders, affiliates, employees, agents, contractors, licensors, service providers, assigns, and successors in interest (collectively, "Indemnified Parties") from and against third-party claims, proceedings, losses, liabilities, damages, reasonable legal fees, court costs, settlement amounts, and other reasonable costs and expenses arising out of or relating to:

• (1) Customer Data or other content supplied, uploaded, transmitted, or made available by Customer or an Authorized User;
• (2) an allegation that Customer Data infringes, misappropriates, or violates a third party's intellectual property, privacy, confidentiality, or other rights;
• (3) Customer's or an Authorized User's unlawful use or misuse of the Platform or Services;
• (4) Customer's material breach of any representation, warranty, restriction, or other obligation under this Agreement;
• (5) Customer's or an Authorized User's fraud, wilful misconduct, or negligence in connection with the Services; or
• (6) Customer's use of a Third-Party Service in violation of applicable law or the third-party provider's applicable terms.

Customer will not be responsible under this Section to the extent the relevant claim or loss was directly caused by Onedash's fraud, wilful misconduct, or breach of applicable law.

Onedash will provide Customer with reasonably prompt notice of an indemnified claim and reasonable cooperation in the defense of the claim at Customer's expense. Onedash may participate in the defense with counsel of its choice at its own expense. Customer may not settle a claim in a manner that admits liability or wrongdoing by an Indemnified Party or imposes a non-monetary obligation on an Indemnified Party without Onedash's prior written consent.

Nothing in this Section imposes an indemnity to the extent that doing so would be prohibited or unenforceable under a mandatory law applicable to Customer.

10. Disputes

10.1 Agreement to Arbitrate

Except as otherwise provided in Section 10.2 or where a mandatory law gives Customer a right that cannot lawfully be excluded, the parties will resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including its formation, validity, interpretation, performance, breach, termination, and arbitrability, and any related non-contractual claim (each a "Dispute"), in accordance with this Section.

The parties will first attempt in good faith to resolve a Dispute through negotiation. If the Dispute has not been resolved within 30 days after one party provides written notice of the Dispute to the other party, either party may submit the Dispute for final resolution by binding arbitration administered by the Australian Centre for International Commercial Arbitration ("ACICA").

Unless the parties agree otherwise, arbitration will be conducted under the ACICA Expedited Arbitration Rules then in force where those rules apply. If the Expedited Arbitration Rules do not apply, the arbitration will be conducted under the ACICA Arbitration Rules then in force (in either case, the "Rules").

The arbitration will be conducted before a sole neutral arbitrator selected in accordance with the Rules. The seat and legal place of arbitration will be Melbourne, Victoria, Australia. The arbitration will be conducted in English. Hearings may be conducted remotely or at another location where permitted by the Rules and determined appropriate by the arbitrator.

The arbitration will be confidential to the extent permitted by the Rules and applicable law. The parties will not disclose materials produced solely for the arbitration, the award, or confidential information obtained through the arbitration except where reasonably necessary to conduct or enforce the arbitration, obtain professional advice, comply with law, or protect a legal right.

The arbitrator will apply the law specified in Section 10.3 and may award any remedy available under that law and this Agreement. The arbitrator may award costs and reasonable legal expenses in accordance with the Rules and applicable law.

An arbitral award will be final and binding to the extent provided by applicable law and may be recognized and enforced in any court of competent jurisdiction.

10.2 Exceptions and Mandatory Rights

Nothing in Section 10.1 prevents Onedash from seeking emergency, preliminary, interlocutory, or other appropriate interim relief in the Federal Court of Australia, the courts of Victoria, Australia, or another court of competent jurisdiction where Onedash reasonably believes Customer has violated or threatened to violate Onedash's intellectual property, security, confidentiality, or other proprietary rights, or where urgent relief is reasonably necessary to prevent serious or irreparable harm.

Nothing in this Agreement prevents a consumer from bringing a claim before a court, tribunal, regulator, ombudsman, or other dispute-resolution body where applicable law gives that consumer a right that cannot lawfully be waived or restricted by agreement.

10.3 Governing Law and Venue

The interpretation of the rights and obligations of the parties under this Agreement, including any negotiations, arbitrations, or other proceedings, will be governed by the laws of the State of Victoria and the Commonwealth of Australia, without regard to conflict-of-laws principles, except to the extent a mandatory law applicable to Customer cannot lawfully be displaced by this choice of law.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Subject to Sections 10.1 and 10.2, each party submits to the exclusive jurisdiction of the courts of Victoria, Australia and the Federal Court of Australia in relation to a Dispute that is not required to be resolved by arbitration, except where Customer has a non-excludable right under applicable law to commence proceedings in another court or tribunal.

11. General

11.1 Independent Contractor

Onedash is acting, in performance of this Agreement, as an independent contractor. Personnel supplied by Onedash are not Customer employees or agents. Onedash is solely responsible for the compensation of its personnel. Neither party has authority to create or assume an obligation on behalf of the other party without express written authority.

11.2 Assignment

Neither party may assign this Agreement to a third party without the other party's prior written consent; provided, however, that either party may assign this Agreement without consent to an affiliate or to an acquirer of or successor to all or substantially all of the business or assets to which this Agreement relates, whether by merger, sale of assets, sale of equity, reorganization, or otherwise. Any other attempted assignment in violation of this Section is void to the extent permitted by applicable law.

11.3 Remedies

Customer acknowledges that an actual or threatened breach of Section 5.3 or Section 5.7 may cause immediate and irreparable harm to Onedash for which monetary damages may be an inadequate remedy. Onedash may seek injunctive or equitable relief in addition to any other remedy available at law, without limiting Section 10.

Where permitted by applicable law, a court or arbitrator may award the prevailing party its reasonable legal fees, court costs, and other recoverable legal expenses in accordance with the applicable law and Rules.

11.4 Notices

Unless otherwise specified in this Agreement, formal notices to Onedash may be sent to [email protected] or by postal mail to the address for Onedash published on the Platform or Onedash's website.

Onedash may provide Customer with notices required or allowed under this Agreement by sending an email to an address associated with Customer's Account, providing an in-product or Account notification, or posting a notice on the Platform where the notice applies generally to users.

Customer is responsible for keeping its contact information current. Notices sent by email are deemed received when sent unless the sender receives a delivery failure notice, subject to any different requirement under applicable law.

11.5 Force Majeure

Neither party will be responsible for failure or delay in performance under this Agreement, except for payment obligations already due, to the extent caused by events beyond that party's reasonable control, including labor disputes, strikes, lockouts, shortages of labor, energy, equipment, or supplies, war, terrorism, civil unrest, natural disasters, epidemic or pandemic events, governmental action, widespread internet or telecommunications failures, power failures, cyberattacks not reasonably preventable by the affected party, or failures of upstream infrastructure, cloud, hosting, network, or other critical service providers.

11.6 Waiver

A party's failure or delay in enforcing this Agreement or insisting upon strict performance of the other party's obligations will not constitute a waiver. A waiver is effective only if made in writing by the party granting it and applies only to the specific circumstance for which it is given.

11.7 Severability

If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, that provision will be limited, interpreted, or severed to the minimum extent necessary so that the remainder of this Agreement remains in full force and effect.

11.8 Counterparts and Electronic Acceptance

This Agreement may be executed, accepted, and delivered by electronic means, including electronic acceptance, electronic signature, or PDF, and in multiple counterparts, each of which will be deemed an original and all of which together constitute one agreement, to the extent permitted by applicable law.

11.9 Interpretation

In this Agreement:

• (a) headings are for reference purposes only and do not materially affect the interpretation of this Agreement;
• (b) the singular includes the plural, and vice versa;
• (c) "includes", "including", "for example", "such as", and similar expressions are not words of limitation;
• (d) a person includes a natural person, partnership, joint venture, corporation, company, trust, government body, or other entity;
• (e) Onedash's base pricing currency is AUD, but Onedash may display, quote, invoice, or charge amounts in other supported currencies;
• (f) where an Order, checkout, billing portal, or invoice specifies a transaction currency, amounts payable under that transaction are payable in the currency specified there;
• (g) a reference to applicable law includes applicable statutes, regulations, rules, and legally binding requirements as amended or replaced from time to time; and
• (h) no rule of construction applies to the disadvantage of a party merely because that party prepared or proposed a provision of this Agreement.

11.10 Entire Agreement; Precedence

This Agreement constitutes the entire agreement between the parties regarding the Services and supersedes prior agreements, proposals, representations, and understandings concerning the same subject matter.

Unless a separately negotiated written agreement expressly states otherwise, the following order of precedence applies in the event of a conflict:

1. a separately negotiated written agreement signed by Onedash and Customer;
2. an applicable DPA or BAA, but only with respect to matters within its specific subject matter;
3. the applicable Order;
4. these Terms; and
5. other policies expressly incorporated by reference.

Any purchase order, procurement term, acknowledgment, order release, or other Customer-generated business form does not modify this Agreement merely because Onedash receives, processes, or refers to it.

11.11 Export Controls and Sanctions

Customer must not access, use, export, re-export, transfer, or make the Services available in a manner that violates applicable sanctions, export-control laws, or other binding trade restrictions. Onedash may restrict or suspend access where reasonably necessary to comply with those laws or restrictions.