6clicks General Terms and Conditions

End User License Agreement Terms

Introduction

A. These End User License Agreement terms and any annexures set out the terms on which 6clicks will provide its Platform and Support Services to Customers (“Agreement”).

B. By accessing, downloading or using the Platform, or by using the Support Services, you accept and agree to be bound by the terms and conditions of this Agreement as set out below.

C. If you do not accept the terms of this Agreement you are not authorized to subscribe to or use the Platform and should not access or use the Platform or the Support Services.

Operative Part

1.                Meaning of words

In this Agreement:
(a) 6clicks, we, us and our means the applicable 6clicks contracting entity as specified in the Jurisdiction Specific Terms;

(b) Agreement means the terms contained in this document, the Jurisdiction Specific Terms, the Quote, (iv) our Data Processing Agreement (if you are located outside Australia or New Zealand) and our Privacy Policy (if you are based in Australia and New Zealand);

(c) Analytics means any analysis or interpretation of User Data, Personal Data (whether de-identified, aggregated or otherwise), and other statistics undertaken or performed by 6clicks from time to time;

(d) Artificial Intelligence (AI) means the field of technology that uses computers or other technology to do things that have traditionally been done using human intelligence and includes techniques, methods and algorithms designed to imitate human reasoning, learning and decision making in a manner that resembles human intelligence including generative AI;

(e) Business Days means business days in the Jurisdiction that applies to you as specified in the Jurisdiction Specific Terms and will typically mean Monday to Friday excluding government recognised public holidays;

(f) Commencement Date means the earlier of the date the Platform or the Support Services are first accessed or used by the Customer;

(g) Confidential Information means any information which is disclosed by either party to the other party pursuant to or in connection with this Agreement (whether orally or in writing and whether or not such information is expressly stated to be confidential or marked as such) including, but not limited to, any technical, financial, operational or any other information that is related to the business of either party but excludes information that is in or enters the public domain other than through an unauthorized act or breach of confidentiality of the receiving party;

(h) Content refers to all information, data and content within, uploaded, accessed through and generated by the Platform including but not limited to the Analytics, and excluding User Data;

(i) Customer and you means the person or entity using the Platform or the Support Services as identified on the Quote or the Purchase Order and its Users;

(j) Developer API means the set of protocols and tools developed by 6clicks which enables the Platform to integrate with other systems or applications;

(k) DPA means 6clicks’ Data Processing Agreement available at https://www.6clicks.com/privacy;

(l) Fees means the fees payable by you for the use of the Platform and the Support Services in accordance with the selected Subscription Scope;

(m) Force Majeure Event means an event or circumstance whose occurrence and effects could not have been prevented or overcome, such as earthquakes, natural disasters, fire, flood, riots, civil commotion, industrial disputes, malicious damage, failure of any utility services, viruses, denial of service attacks, other acts or omissions or service outages by third parties (including any Internet service provider) or breakdown of plant or equipment;

(n) Further Term means subsequent renewal term(s) of 12 months commencing after the expiration of the Initial Term;

(o) Harmful Code means any computer code, software routine, or programming device that is designed to or may:

(i) disable, disrupt, impair, delete, damage, corrupt, reprogram, recode or modify in any way any computer processing system, computer network, computer service, a deliverable, interface, data, files, software, storage media, hardware, or equipment;

(ii) permit a non-authorized third party to access, transmit or utilize, as appropriate, any computer processing system, computer network, computer service, a deliverable, interface, data, files, software, storage media, hardware, or equipment; or

(iii) any other similar harmful or hidden procedures, routines or mechanisms.

(p) Initial Term means the initial term referenced on the covering page of this Agreement and if no period is specified then it is taken to be 3 years;

(q) Intellectual Property means, whether registered or not, all copyright, designs, industrial designs, circuit layouts, trademarks, service marks and commercial names and designations, trade secrets, know-how, Confidential Information, Artificial Intelligence, patents, invention and discoveries, literary artistic and scientific works, inventions in all fields of human endeavor, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields;

(r) Jurisdiction Specific Terms means the additional terms that apply to your Subscription Scope depending on your location which form part of this Agreement and are available at Annexure C;

(s) Notice includes a disclaimer, a disclosure or other statement and a consent provided in writing;

(t) Knowledge Base means the platform maintained by 6clicks which contains documentation relating to the functionality of the Platform and the Support Services, which can be accessed at https://knowledgebase.6clicks.com/ as modified from time to time;

(u) Relevant Laws means all laws and legally binding codes of practice, guidelines or standards issued by relevant regulators or authorities or industry bodies applicable in connection with the parties’ obligations under this Agreement including but not limited the Privacy Act 1988 (Cth), the General Data Protection Regulation ((EU) 2016/679) and the Competition and Consumer Act 2010 (Cth);

(v) Partner means a referrer, reseller or managed services provider approved by 6clicks to refer, resell, distribute or otherwise provide access to the Platform and Support Services to their User’s in accordance with the Partner Agreement;

(w) Partner Agreement means the agreement for the referral, resale or distribution of the Platform between the Partner and 6clicks;

(x) Personal Data means any information relating to an identified or identifiable individual where:

(i) such information is contained within the User Data; and

(ii) is protected as personal data, personal information or personally identifiable information under applicable Data Protection Laws (as defined in the DPA).

(y) Platform means 6clicks' web- based application or mobile app that the Customer has subscribed to which is provided by 6clicks on a 'software-as-a-service' basis including any ancillary products such as AI and Developer API;

(z) Privacy Policy means 6clicks’ privacy policy available at https://6clicks.com/privacy;

(aa) Purchase Order means a signed written order (in the form supplied by 6clicks) between 6clicks and the Customer for the supply of the Subscription Scope;

(bb) Quote means the signed quote supplied by 6clicks between the parties for the supply of the Subscription Scope;

(cc) Security Incident means any breach, incident or event which does or could result in an actual or potential compromise of the confidentiality or integrity of the User Data or the Platform;

(dd) Subscription Scope means the licensing option selected by the Customer relating to access to the Platform, the Support Services and tools and applications including but not limited to AI and Developer API;

(ee) Support Services means the professional services provided by 6clicks to the Customer or by the Customer to their Users (as the case may be) which may include training, installation, integration and other technical support services as set out in Annexure A;

(ff) Taxes means taxes, levies, imposts, charges, fees and duties (including, stamp and transaction duties) imposed by any government entity, together with any related interest, penalties, fines and expenses in connection with them;

(gg) Term means collectively, the Initial Term and any Further Term(s);

(hh) User means the Customer, any staff, representatives, consultants, contractors, agents or client(s) of the Customer and any third party directed by the Customer that are authorized under this Agreement to access the Platform and the Support Services;

(ii) User Data means any data, Personal Data or Intellectual Property generated or inputted into the Platform by the Customer or its Users but does not include the Content;

(jj) Website refers to www.6clicks.com and any variation or tailored version of the website created for your use; and

(kk) the singular includes the plural and vice versa.

2.                Licence to use the Platform

Grant of Licence

(a) In accordance with this Agreement, we grant you a limited, non-exclusive, non-transferable license in accordance with the selected Subscription Scope in order to:

(i) access, download and use the Platform;

(ii) allow access to the Platform by Users and third parties to perform assessments; and

(iii) access, download and use the Content.

(b) The license granted under clause 2(a):

(i) is granted for the duration of the Initial Term and thereafter will continue for subsequent Further Term(s);

(ii) is granted until such time as this Agreement is terminated; and

(iii) is subject to your compliance with the terms of this Agreement.

(d) Depending on the agreement between us, you may be both a Customer and a Partner. If you are also an approved Partner, you acknowledge and agree that you have additional rights and obligations under the Partner Agreement between us.

Fees

(e) Your Fees will remain fixed for the Initial Term unless you upgrade your Subscription Scope.

(f) You must pay the Fees strictly in accordance with the dates and for the amounts, minimum terms and payment terms including that Fees are payable 12 months in advance and otherwise as set out in the Quote.

(g) Upon renewal for each Further Term(s), we reserve the right to increase your Fees up to our then-current list price as set out on our Website or by a fixed rate of 5% (whichever is the higher). We will notify you at least 90 days in advance of the new Fees that will apply at the start of the Further Term. If you disagree with the Fee adjustment then you must provide notice of non-renewal in accordance with clause 2(p), otherwise, you agree to pay the Fees as adjusted under this sub-clause.

(h) You agree to pay interest of 10% per annum on all overdue amounts, including on any Tax payable, in connection with any overdue payments, calculated daily from the due date until paid in full.

(i) You authorize us to charge your nominated payment method for all Fees payable. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

(j) If you are a Partner (managed service provider only), you acknowledge and agree that you may be responsible for all Purchase Order(s) including guaranteeing the payment of all Fees for your Users.

(k) All fees are exclusive of Taxes, which we will charge as applicable. You agree to pay any Taxes applicable to your use of the Platform and Support Services.

(l) The Customer warrants to 6clicks that if it is required by any regulatory body, it is registered with such body in relation to the Taxes applicable to the Fees at the time of entering this Agreement and will remain registered for the duration of this Agreement.

(m) You indemnify us and our related bodies corporate from all Tax liabilities arising from or in connection with any Tax liability that may be imposed on you or on 6clicks or its affiliates as a result of information provided by you or your failure to comply with any of your tax obligations.

(n) These clauses in connection with the Fees payable under this Agreement survive the termination or expiration of this Agreement.

Term and Termination

(o) Your Subscription Scope will continue for the Initial Term and unless otherwise specified in the Quote, your Subscription Scope will automatically renew for subsequent Further Term(s) unless otherwise agreed between the parties.

(p) Unless otherwise specified in your Quote, to prevent renewal of your Subscription Scope for a Further Term, you must give written notice of non-renewal to support@6clicks.com.au at least 60 days before the expiration of the then current Term.

(q) You may terminate this Agreement at any time for any reason. You will not be entitled to a refund of any prepaid Fees or unused Fees, and you will be liable for any and all unpaid Fees due for the remaining portion of the then current Term.

(r) We may terminate this Agreement at any time by providing you no less than 30 days written notice. If we terminate this Agreement under this clause and provided you are not in breach of this Agreement, then we shall refund you any Fees paid by you to us in advance for the remainder of the then current Term.

(s) You may terminate this Agreement at any time by written notice to us if:

(i) we commit a material breach of this Agreement and fail to remedy the breach within 30 days of receiving written notice to do so;

(ii) we fail to satisfy the response times in accordance with our SLAs available at Annexure B on more than 3 occasions on a rolling 6-month period; or

(iii) there is continuous downtime of the Platform for a period of more than 3 Business Days.

For the avoidance of doubt, you will not be required to pay us any Fees from the date of termination if you validly terminate under this clause 2(s).

(t) We may in our sole discretion (but at all times acting reasonably) immediately suspend, terminate or limit you or your User’s access to the Platform or Content if:

(i) you or your User’s repeatedly post or upload material that infringes or is alleged to infringe on the Intellectual Property rights of any person or entity;

(ii) we deem that you or your Users are in breach of this Agreement or the Relevant Laws; or

(iii) the Fees payable by the Customer are not paid when due but only after we have provided you with 7 days to rectify such non-payment.

(u) We will notify you of such suspension, termination or limitation under sub-clause (t) by email within five (5) Business Days. You agree that we will not be liable to you or any third party for any termination of your or your User’s access to the Platform or Content.

(v) For the avoidance of doubt, the Fees shall continue to accrue during any period of suspension or limitation in accordance with clause 2(t).

Subscription Scope and Support Services

(w) The Customer acknowledges and agrees that:

(i) it or its Users access to and use of the Platform will be limited to the maximum number of Users (if any) set out in the selected Subscription Scope and any reduction in Users will not result in a reduction in the corresponding Fees for the then current Term;

(ii) the features and functionality of the Platform available to, or accessible by, the Customer or its Users will be limited to those available to, or accessible by, its selected Subscription Scope;

(iii) issues resulting from your use of Developer API's or your modifications to code in the Subscription Scope may be outside the scope of the Support Services. 6clicks will only provide support for integrations which are listed in-app as being supported by 6clicks; and

(iv) it will receive from 6clicks the Support Services provided the Customer agrees to provide 6clicks all required access to the Customer’s systems and technology environment associated with the Platform as required to enable 6clicks to provide the Support Services.

(x) The Customer acknowledges and agrees that 6clicks reserves the right to change the Severity (as defined at Annexure B) of a support ticket submitted by the Customer if in 6clicks’ reasonable opinion, the Severity of the support ticket is not appropriate for the nature or scope of the incident.

3.                Account Management

(a) You are responsible for maintaining the security and confidentiality of any usernames, password and any Developer API keys used by you and your Users in relation to the Platform.

(b) You are responsible for any and all activities that occur under you and your User’s accounts. You agree to notify us immediately of any unauthorized use of your accounts or any other breach of security by you or your Users.

(c) We will not be liable for any loss that you may incur as a result of someone else using your password, Developer API keys or account, either with or without your knowledge. However, you will be held liable for losses incurred by us or by another party due to someone else using your account, Developer API keys or password.

(d) You may not use anyone else's account at any time, nor assign or transfer your account to any other person without the written permission of 6clicks.

(e) You agree to maintain and update your user information (including Personal Information), data and password as required to keep it accurate, current and complete.

(f) You agree to notify us promptly of any unauthorized use of your User’s identifications and passwords or your account by emailing us at support@6clicks.com.

(g) You agree that your payment information will be held by us for use in maintaining your account for the Term.

4.                Platform Availability, Updates and Modifications

(a) 6clicks uses commercially reasonable endeavors to achieve uptime access for the Platform of at least 99.9% in any given calendar month. All availability calculations will be based on system records which are available at: https://status.6clicks.com/.

(b) 6clicks will make the Platform available 24 hours a day, 7 days a week, except for:

(i) planned downtime (for which 6clicks will give advance notice);

(ii) any unavailability caused by a Force Majeure Event;

(iii) any access issues resulting from your or a User’s software or hardware or third party software or hardware, or both; and

(iv) any access issues resulting from your or a User’s use of the Platform inconsistent with this Agreement including but not limited to access by unauthorized users.

(c) 6clicks may in its sole discretion release updates to the Platform from time to time. Any updates are also subject to this Agreement. Where you do not agree to an update, your sole remedy shall be to terminate your use of the Platform and to comply with the termination obligations set forth in this Agreement. Any use of the Platform after the update will constitute your acceptance of the update.

(d) 6clicks may in its sole discretion change or discontinue all or any parts of the Developer API tool subject to providing you with minimum 3 months’ notice. The parties agree that 6clicks will not be held liable for any damages or losses suffered by you or your Users in connection with any changes or discontinuation of any parts of the Developer API tool.

(e) 6clicks will use commercially reasonable endeavors to ensure that any updates to the Platform will not materially adversely impact your use of the Platform.

(f) The Platform may become unavailable from time to time for scheduled updates or as a result of events beyond 6clicks' reasonable control including:

(i) failure or default by any of 6clicks's third party service providers; or

(ii) any breach of this Agreement by the User or the negligence of the User or its personnel.

(g) We will endeavor to provide you with reasonable notice of any prolonged maintenance, downtime, updates or upgrades as soon as reasonably practicable after becoming aware of any need for prolonged scheduled or unscheduled maintenance, downtime, updates or upgrades.

(h) In the event that the Platform becomes unavailable for any failure or default of 6clicks or their third party service providers for a period of more than 2 Business Days then you may by written notice, request that we suspend the Fees until such time as the Platform is available (which shall not be unreasonably withheld) and, if those Fees have been paid in advance, we will credit them to you.

(i) We may update or change Content on the Platform and Website at any time.

5.                Limitation of Liability

(a) To the extent permitted by the Relevant Law, 6clicks provides the Platform and the Support Services “as is” without any warranty or condition of any kind except for the express warranties provided under clause 5(b) of this Agreement. 6clicks disclaims all warranties or representations that:

(i) the operation of the Platform will be uninterrupted, always accessible, or free from Harmful Code;

(ii) the Content is or will be up to date, accurate, error free or complete; and

(iii) the Platform will perform to a specific standard (other than as outlined in the specifications/documentation contained in the Knowledge Base) or be fit for a particular purpose.

(b) Notwithstanding clause 5(a), 6clicks warrants that during the Term of the Agreement:

(i) the Platform and Support Services will be provided in a manner consistent with generally accepted industry standards and will function in accordance with the specifications or documentation provided in the Knowledge Base by 6clicks from time to time; and

(ii) 6clicks owns or licenses the Platform, has the right to grant and extend any licenses provided and to provide the Support Services.

(c) With respect to any User Data which is disclosed or otherwise provided under this Agreement, the Customer warrants and represents that it has provided required notices to, or obtained necessary consents from relevant individuals; and it is permitted under Relevant Laws to provide such User Data to 6clicks and that 6clicks is permitted to use the User Data in the manner contemplated by this Agreement.

(d) The Customer acknowledges and agrees that 6clicks is not responsible or liable for any products or any services to the extent not provided by 6clicks.

(e) Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your Users’ compliance with the terms of this Agreement.

(f) The Customer acknowledges that it has not relied on any term, condition, representation, warranty, matter, statement or conduct in entering into this Agreement that is not expressly stated in this Agreement or the materials available in the Knowledge Base.

(g) Under no circumstances shall either party be liable for any damages suffered by a User or any third party, including without limitation, any direct or indirect, incidental, punitive, exemplary, special or consequential damages (including, without limitation, any reputational damages, any lost profits, damages for business interruption, or loss of information, programs or other data) that result from access to, link to, use of or inability to use the Platform or the Content or due to any breach of security associated with the transmission of information through the internet including a Security Incident, regardless of the theory of liability and even if foreseeable or even if either party was advised of the possibility of such damages unless as a result of fraud or a willful act or omission of that party.

(h) If, despite this liability limitation, either party has any liability to the other party or any third party for any damage, (except for your liability for payment of Fees, your obligations under the Customer’s Indemnity, your misappropriation of Intellectual Property or breach of your confidentiality obligations), each party's aggregate liability under these terms shall be limited to the Fees paid and payable by you under this Agreement for the twelve (12) months immediately prior to the event giving rise to the claim for such damage. No claim may be pursued by you more than one (1) year after the facts giving rise to such claim have arisen. This liability limitation forms an essential basis of the bargain between the parties and shall survive and apply even if any remedy specified in this Agreement does not fully compensate you for any losses.

(i) You understand and agree that absent your agreement to this limitation of liability, we will not provide the Subscription Scope to you.

6.                Indemnity

6clicks Indemnity

(a) 6clicks will indemnify, defend, and hold the Customer and its Users harmless from and against any claim by any third party that the Platform violates any third party's valid Intellectual Property rights (“IP Claim”). If in 6clicks’ reasonable judgment any such IP Claim, or threat of an IP Claim, materially interferes with the User’s access and use of the Platform, 6clicks will consult with the Customer, and 6clicks will have the option, in its sole discretion, to:

(i) substitute a functionally equivalent non-infringing Platform; or

(ii) modify the Platform to make it non-infringing.

(b) If 6clicks cannot achieve any of the remedies in the preceding clause on a reasonable commercial basis, it may, by written notice, require the Customer and its Users to cease using the Platform (or the relevant functionality) and 6clicks will refund a pro-rata portion of the Fee for the Platform for such period of time in which the Customer was unable to use the Platform.

Customer’s Indemnity

(c) The Customer agrees to make good, defend, indemnify and hold harmless (at your expense) 6clicks, its personnel and its related bodies corporate from and against any and all actions, claims or losses arising from:

(i) the Customer or its User’s breach of this Agreement;

(ii) the Customer or its User's use of the Platform in breach of this Agreement (except to the extent any such claim or loss arises from the fraud, gross negligence or willful misconduct of 6clicks);

(iii) the Customer’s or its User's breach of any third party right (including Intellectual Property rights) or any Relevant Law; or

(iv) any claim arising out of or in relation to any content of the User Data in breach of this Agreement.

General

(d) The defense and indemnification obligations provided for in this clause are conditional upon:

(i) the indemnified party providing reasonable notice, assistance and cooperation to enable the indemnifying party to defend the action or claim; and

(ii) the indemnified party allowing the indemnifying party to control the defense and all related settlement negotiations on the condition that the parties engage in consultation with respect to any loss or claim.

(e) The provisions of this clause 6 will survive the termination or expiry of this Agreement.

7.                Intellectual Property, Confidentiality and Privacy

Intellectual Property
(a) You acknowledge and agree that all Intellectual Property held, located within and related to our Platform and the Content is the property of 6clicks and its related bodies corporate, excluding the User Data, and protected by Intellectual Property law. Nothing in this Agreement conveys or vests to you any interests or ownership in such Content or Intellectual Property.

(b) You acknowledge and agree that any improvements, suggestions, ideas, enhancement requests, feedback, recommendations, or other information you provide to 6clicks shall belong solely to 6clicks without any payment or attribution to you.

(c) 6clicks acknowledges and agrees that the User is the proprietor or licensee of all Intellectual Property in the User Data provided under or in connection with this Agreement and that this Intellectual Property is supplied to 6clicks in accordance with the license granted under this Agreement. For the avoidance of doubt, this Agreement does not grant us any ownership rights in the User Data.

(d) The Customer grants 6clicks a non-exclusive, royalty free, irrevocable, transferable, worldwide and limited license to manage, edit and use the User Data:

(i) for the purposes of performing its obligations under this Agreement;

(ii) to further develop and make improvements to the Platform including undertaking Analytics but only to the extent required to enhance our service offering to you; and

(iii) to comply with any Relevant Laws, for the Term of this Agreement.

(e) For the avoidance of doubt, 6clicks’ use of the User Data as outlined in clause 7(d) will not comprise the transfer of the User Data outside the Customer’s 6clicks tenancy without the prior written approval of the Customer.

Confidentiality and Security Incident

(f) A party must not, without the prior written consent of the other party, use or disclose the other party's Confidential Information unless expressly permitted by this Agreement or required to do so by law or any regulatory authority.

(g) A party may:

(i) use the Confidential Information of the other party solely for the purposes of complying with its obligations and exercising its rights under this Agreement; and

(ii) disclose the Confidential Information to its personnel or advisers to the extent necessary for them to know the information for purposes related to this Agreement, but only if reasonable steps are taken to ensure that the receiving party is bound by confidentiality obligations no less than those contained in this Agreement.

(h) Each party must implement and maintain effective security measures to prevent unauthorized use and disclosure of the other party’s Confidential Information whilst it is in the receiving party’s possession or control. 6clicks agrees, during the Term of this Agreement, to maintain accreditation against ISO27001:2013 (or its updated version).

(i) Each party must return, or at the other party’s option delete or destroy, all Confidential Information of the disclosing party in the receiving party’s possession or control, on the earlier of the disclosing party’s request or on termination of this Agreement for any reason.

(j) If either party becomes aware of a Security Incident:

(i) it must notify the other party within 72 hours (of becoming aware) in writing and give full details about the Security Incident;

(ii) reasonably cooperate with the other party in respect of the Security Incident including any investigation undertaken by the other party; and

(iii) at its sole discretion, conduct its own investigation of the Security Incident, and where it deems appropriate, implement rectification measures.

Privacy

(k) You acknowledge that the Platform and Support Services collects minimal Personal Data including names, email addresses and business titles of Usersand at all times excluding the collection of any sensitive data. For more information on the types of Personal Data we collect, please see our Privacy Policy and Data Processing Agreement available at: https://www.6clicks.com/privacy.

(l) The terms of the DPA are hereby incorporated by reference and will apply to the extent any User Data includes Personal Data. The DPA sets out how we will process Personal Data on your behalf in connection with the Platform and the Support Services provided to you under this Agreement. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data as described in the DPA, including our Security Measures in Annexure 2 of our DPA.

(m) We will store your User Data in the Regional Data Hosting center as specified in the Jurisdiction Specific Terms.

(n) As a condition of your use of our Platform, you authorize us to include you or your organization’s name in our published list of users. You can opt out of this use by writing to us at support@6clicks.com.au.

8.                User Data

(a) The Platform may allow the Customer and its Users to enter and manage User Data. The Customer acknowledges and agrees that 6clicks may alter or remove any User Data if 6clicks reasonably considers that it breaches the Relevant Laws or a third party's rights provided that reasonable notice is given to the Customer.

(b) The Customer will (and must ensure that each of its Users will) ensure that the User Data is accurate, complete, reliable, up to date, and compliant with any Relevant Laws.

(c) Once this Agreement is terminated by you or by us, your User Data is archived and is no longer available to you. We retain it for a period of time consistent with our data retention policy, during which, you can reactivate your Subscription Scope and once again access your data by paying the Fees.

(d) Notwithstanding any provision to the contrary in this Agreement, 6clicks will, on request of the Customer for a period of up to three (3) months after the termination or expiration of this Agreement, provide reasonable instructions and assistance to the Customer in connection with the transition of User Data to the Customer or an alternate service provider. If the Customer requires further assistance beyond the instructions provided by 6clicks under this clause, such reasonable assistance will be charged to the Customer based on 6clicks’ standard hourly rates and the scope of the assistance shall include providing the User Data to the Customer or an alternative service provider as requested by the Customer in a standard industry format.

(e) Upon request, 6clicks may provide the Customer with access to all relevant documents and information that will reasonably enable the Customer to verify 6clicks’ compliance with the security requirements under this Agreement, including, but not limited to, annual independent audits and/or certifications of compliance with ISO27001:2013 (or its updated version), summaries of other independent testing or reviews (for example, penetration testing showing summary results), For the avoidance of doubt, 6clicks may in its sole discretion provide summaries or redacted versions of each of the documents contemplated by this clause as required to maintain confidentiality of its Confidential Information.

9.                Permitted use

(a) You agree not to use the Platform or Content and ensure your Users do not use the Platform or Content:

(i) in violation of this Agreement or Relevant Law;

(ii) in any manner that could damage, disable, overburden, or impair our server, or the network(s) connected to our server, or interfere with our operation, or any other party's use and enjoyment, of the Platform;

(iii) to store, transmit or otherwise make available any content that you do not have a right to make available under any law or which infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(iv) other than for the purposes and subject to the conditions prescribed under this Agreement, to reproduce, upload to a third party, link to, frame, store in a retrieval system or transmit any part of the Platform or Content without our prior written consent;

(v) to redistribute or resell the Platform or Content or the Intellectual Property in the Platform or Content other than as a Partner in accordance with the Partner Agreement as may be separately agreed between the parties;

(vi) to do, or cause to be done, any act or thing that may impair any of 6clicks’ Intellectual Property rights in connection with the Platform or Content;

(vii) use the Platform on behalf of any third party other than your Users;

(viii) modify, adapt, or hack the Platform or otherwise attempt to gain or gain unauthorized access to the Platform or related systems or networks or tamper with or breach the security of the Platform;

(ix) attempt to decipher, decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover or attempt to derive the source code or underlying program of any software making up the Platform;

(x) use the Platform to send unsolicited communications, junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages;

(xi) remove or modify any trademarks, trade names, service marks, service names, logos or brands, or copyright or other proprietary notices on the Platform or the Content, or add any other markings or notices to the Platform or the Content unless otherwise agreed by us in writing;

(xii) use the Platform to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory or promotes any financial exploitation or a criminal activity;

(xiii) modify, port, test, adapt, translate or create any derivative work or competitive product based upon the Platform;

(xiv) use the Platform to knowingly post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, worms or cancelbots or any other Harmful Code;

(xv) establish a link to the Platform or our website in such a way as to suggest any form of association, approval or endorsement by us where none exists; or

(xvi) use the Platform for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, or sending electronic communications (including e-mail).

(b) If you or your User’s are in breach of this clause 9 of this Agreement, we have the right (but not the obligation) in our sole discretion to:

(i) refuse access to or use of the Platform;

(ii) move any Content that is available within the Platform;

(iii) to remove any Content that violates this Agreement or is otherwise deemed by us to be inappropriate or objectionable; and

(iv) preserve or disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any content violates the rights of third parties; or (d) protect our rights, property or the personal safety of our staff, other users or the public.

10. Force Majeure

(a) Neither party will be responsible for a failure to perform any obligation under this Agreement (except for an obligation to pay the Fees) to the extent that it is caused by a Force Majeure Event, provided that such party has:

(i) taken all reasonable steps to prevent and avoid the effects of the Force Majeure Event;

(ii) taken all reasonable steps to overcome and mitigate the effects of the Force Majeure Event as soon as reasonably practicable; and

(iii) on becoming aware of the Force Majeure Event, promptly informed the other party of the Force Majeure Event.

(b) In the event that the Force Majeure Event continues for more than 30 days starting on the day the impact of the Force Majeure Event starts, the unaffected party may terminate this Agreement by not less than 10 Business Days notice in writing to the affected party. Where you terminate the agreement under this clause, you shall pay the Fees until the date of termination.

11.                Amendment

(a) In order to remain compliant with all relevant legislation, we may modify any part or all of the Agreement by posting a revised version at https://www.6clicks.com/terms-and-conditions. The revised version will become effective and binding the next Business Day after it is posted. We will provide you Notice of this revision via the Platform, by email or via our Website.

(b) If you do not agree with a modification to the Agreement, you must notify us in writing within thirty (30) days after we send Notice of the revision. The parties agree to use best endeavors to negotiate the modified terms. If the parties are unable to come to an agreement, then, you can terminate this Agreement by providing us with 6 months’ Notice. At the expiration of the notice period under this sub-clause, we will promptly refund any prepaid but unused Fees from the date of termination.

12.               Contracting Party and Applicable Law

(a) You are contracting with the 6clicks Contracting Entity applicable to you as set out in the Jurisdiction Specific Terms.

(b) The terms and conditions of this Agreement will be construed in accordance with the laws in force in the Governing Law applicable to you as set out in the Jurisdiction Specific Terms without regard to the conflict of laws provisions, and both parties agree to submit to the non-exclusive jurisdiction of the courts and tribunals of the Jurisdiction applicable to you as set out in the Jurisdiction Specific Terms.

13.               Anti-bribery

(a) The parties must not offer or provide any benefit (including any payment, gift, hospitality or gratuity) to any person with the intention of improperly influencing such person in the exercise of their duties (including to make a decision or to take any other action) in entering into or performing the obligations under this Agreement.

(b) Each party represents, warrants and undertakes that, to the best of its knowledge and control:

(i) neither it nor any of its related bodies corporate, nor any of its personnel have offered, authorized, promised, given, solicited or accepted, and none of the foregoing will offer, authorize, promise, give, solicit or accept, to or from a government official or any other person, any payment, gift, service, thing of value or other advantage where such an action would violate any applicable anti-corruption or anti-bribery law, including but not limited to the Criminal Code Act 1995 (Cth), the UK Bribery Act of 2010 and the US Foreign Corrupt Practices Act 1977 (Anti-Bribery and Corruptions Laws); and

(ii) each party and its personnel have been in full compliance with Anti-Bribery and Corruption Laws.

(c) Upon becoming aware of any actual, reasonably suspected or anticipated breach of this clause 13, the defaulting party must immediately provide written notice of the breach giving full details of such breach to the non-defaulting party.

(d) If a party (Notifying Party) is in breach of any part of this clause 13 then without prejudice to any other remedy the other party (Notified Party) may have, the Notified Party may:

(i) if the breach is not due to an act of the Notifying Party or any of its related bodies corporate or any of its personnel, immediately terminate this Agreement for breach with notice in writing; or

(ii) if the breach is due to an act of an agent of the Notifying Party or any of its related bodies corporate any of its personnel, provide the Notifying Party with a written notice of the default and may immediately terminate this Agreement by providing written notice if the Notifying Party fails to cure such breach to the reasonable satisfaction of the Notified Party within five (5) Business Days of receipt of that notice.

(e) Notwithstanding any other provision of this Agreement, as a consequence of the termination under this clause 13, the Notified Party shall be excused from further observance of the obligations under this Agreement and shall not be liable for any loss or damage or other costs or expenses of any kind whatsoever that the Notifying Party may suffer as a result of such termination.

14.               General

(a) You must not assign any right or liability under this Agreement without the prior written consent of 6clicks. 6clicks may assign its rights or liabilities under this Agreement, or novate this Agreement, to a related body corporate that has the resources and expertise to fully perform this Agreement and the Customer must take all steps, including executing all documents, reasonably requested by 6clicks for this purpose.

(b) Each party must pay its own costs and expenses in respect of negotiating, preparing, signing, delivering and performing this Agreement and any other agreement or document entered into or signed under this Agreement.

(c) This Agreement is the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement and supersedes any prior agreement or understanding on anything connected with that subject matter.

(d) 6clicks may give you Notice under this Agreement through the Platform, on our Website or by email. You must provide Notice to the contact address set forth in the Jurisdiction Specific Terms which will be deemed delivered as of the date of actual receipt.

(e) If any provisions of this Agreement become void, voidable or unenforceable then those provisions are deemed to be severed and the remaining provisions will continue to have full force and effect.

(f) Any failure or delay by 6clicks in exercising any right, power or privilege available to us will not operate as a waiver of that power or right.

(g) The parties agree that no joint venture, legal partnership, employment, or agency relationship exists between us.

(h) In the event of a conflict between the terms of this Agreement or a Purchase Order, the terms of the Purchase Order will prevail but only to the extent of the inconsistency.

(i) 6clicks may subcontract all or part of its obligations under this Agreement without the prior written consent of the Customer. 6clicks agrees to provide reasonable notice of any changes to its subcontracting arrangements by maintaining an updated list of subcontractors/sub-processers on its DPA.

Annexure A – Support Services

This Annexure A governs the provision of support services by 6clicks to the Customer during the Term of the Agreement.

1.               Definitions

In this Annexure A, unless the context otherwise requires:

(a) Business Day means business days in in the jurisdiction where the relevant 6clicks Contracting Entity (as outlined in the Jurisdiction Specific Terms) resides and will typically mean Monday to Friday excluding government recognised public holidays; and

(b) Business Hours means 9.00am to 5.00pm in the Jurisdiction applicable to you as specified in the Jurisdiction Specific Terms.

2.               Scope

During the term of the Agreement, 6clicks will provide the following support services to the Customer:

(a) Technical support

Unlimited technical support during Business Hours on Business Days delivered through:

(i) email support – support@6clicks.com; or

(ii) ticket support – through the Platform.

6clicks' target response time to technical support requests is defined in Annexure B.

3.               Exclusions

The support services do not apply to any downtime of, or defect in, the Platform arising from:

(a) suspension or termination of the Customer’s access to the Platform due to the Customer's breach of the Agreement;

(b) routine scheduled maintenance;

(c) unscheduled, emergency maintenance or an emergency caused by a Force Majeure Event, User Data, or Internet service provider failures or delays; and

(d) the Customer's equipment, software or other technology, or any equipment, software or technology not supplied by 6clicks.

Annexure B – Response Time SLAs

Response Times and Expected Support Experience

Severity	Situation	Response	Customer Expectation
Low	Minor functionality unavailability. Simple workarounds are available. Little to no business impact.	- Respond to the ticket within 48 hours of receiving it. - Assign ticket to an appropriate team member. - Ticket will be responded to during normal business hours.	The internal team will acknowledge the ticket and come to a resolution.
Medium	Key functionality unavailable. No workaround is available. The tool is still functional but not in an ideal state.	- Response to the ticket within 24 hours of receiving it. - Assign ticket to an appropriate team member. - Ticket will be responded to during normal business hours.	- The internal team will acknowledge the ticket. - The appropriate resources will be allocated to come to a resolution. - Regular communication from respective support personnel
High	The system is down or severely impaired. Critical business impact.	- Response to the ticket within 12 hours of receiving it. - Assign ticket to an appropriate team member. - 8x5 effort to resolution	- The internal team will acknowledge the ticket. - The appropriate resources will be allocated to come to a resolution. - Regular communication from respective support personnel
Critical	Productivity Blocker. Complete loss of a mission-critical project. Needs immediate attention.	- Acknowledgment of issue within 1 hour. - Ticket assignment and communication within 1 hour. - 24x7 effort to resolution - Escalation to the appropriate team within 1 hour.	- Allocation of appropriate resources to sustain 24x7 continuous effort to resolve. - Regular communication from respective support personnel

Annexure C – Jurisdiction Specific Terms

Depending on your location, some of these Jurisdiction Specific Terms will apply to you. They form part of the 6clicks End User Licence General Terms and are incorporated as part of the Agreement.

This document may be updated from time to time. You can access all of 6clicks’s terms and conditions and privacy documents at: https://www.6clicks.com/terms-and-conditions.

If you are located in a geographic region that does not fall into one of the designations described in the table, then you are contracting with 6clicks Trading Pty Ltd and you are bound by the Laws of the state of Victoria, Australia and the Commonwealth of Australia.

Customer Location	6clicks Contracting Entity	Address for Notices	Governing Law and Jurisdiction	Regional Data Hosting
APAC Region (including Australia, New Zealand, East Asia and Southeast Asia)	6clicks Trading (Australian Company Number 634 263 166)	C/o Andrew Cook & Associates, 165 Martin Street, Brighton, Victoria 3186, Australia.	Laws of the state of Victoria, Australia and the Commonwealth of Australia	Australia
North America or South America	6clicks Inc (File Number 3720268)	131 Continental Drive Suite 305, Newark, the State of Delaware, the United States of America	Laws of the State of Delaware, the United States of America	United States of America
United Kingdom	6clicks International Ltd (Company number 13098330)	10 John Street, London, United Kingdom, WC1N 2EB	Laws of England and Wales	Laws of England and Wales
Europe (including Russia)	6clicks International Ltd (Company number 13098330)	10 John Street, London, United Kingdom, WC1N 2EB	Laws of England and Wales	Laws of England and Wales
Middle East	6clicks International Ltd (Company number 13098330)	10 John Street, London, United Kingdom, WC1N 2EB	Laws of England and Wales	Laws of England and Wales
Africa	6clicks International Ltd (Company number 13098330)	10 John Street, London, United Kingdom, WC1N 2EB	Laws of England and Wales	Laws of England and Wales

Resale Partner Terms

Introduction

A. 6clicks is in the business of supplying the Platform and the 6clicks Support Services.

B. This Partner Agreement applies to your participation in the 6clicks Partner Program as a reseller or a managed service provider.

C. These Partner Agreements set out the terms on which 6clicks engages with Partners (“Partner Agreement”) regarding the resale, distribution, marketing, and implementation of the Platform and the 6clicks Support Services. By participating in the Partner Program as a Partner, you agree to the terms contained in this Partner Agreement.

1. Meaning of Words

In this Partner Agreement the following definitions apply unless the context otherwise requires:

(a) 6clicks, we, our or us means the applicable 6clicks contracting entity as specified in the Jurisdiction Specific Terms.

(b) 6clicks Partner Program means the program provided by 6clicks which allows Partners to use, refer, market and implement the Subscription Scope to Partner Customers as per the 6clicks Partner Program Guide.

(c) 6clicks Partner Program Guide means the guide that describes the policies, benefits, and requirements applicable to the 6clicks Partner Program available at https://www.6clicks.com/partners/program-guide as modified from time to time.

(d) 6clicks Support Services means the professional services provided by 6clicks or by the Partner Customer to Users (as the case may be) which may include training, installation, integration and other technical support services as set out in Annexure B.

(e) Business Day means business days in the jurisdiction where the applicable 6clicks contracting entity resides (as specified in the Jurisdiction Specific Terms) and will typically mean Monday to Friday excluding government recognised public holidays.

(f) Commencement Date means the date on which this Partner Agreement is signed being the date on which the last party signed this Partner Agreement.

(g) Confidential Information means any information which is disclosed by either party to the other party pursuant to or in connection with this Partner Agreement (whether orally or in writing and whether or not such information is expressly stated to be confidential or marked as such) including, but not limited to, any technical, financial, operational or any other information that is related to the business of either party but excludes information that is in or enters the public domain other than through an unauthorized act or breach of confidentiality of the receiving party.

(h) Data Processing Agreement means the 6clicks data processing agreement available at https://www.6clicks.com/privacy as modified from time to time.

(i) EULA General Terms means those terms and conditions in connection with the use and access to the Subscription Scope available at https://www.6clicks.com/terms-and-conditions as modified from time to time.

(j) Intellectual Property means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trademarks, service marks, designs, patents, circuit layouts, plant varieties, business and domain names, database rights, Confidential Information, know how, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields existing anywhere in the world, whether or not registered or capable of registration, and any goodwill associated with such activity and any applications, renewals and extensions of such rights.

(k) Jurisdiction Specific Terms means the additional terms that apply to this Partner Agreement depending on your location which forms part of this Partner Agreement as set out at Annexure D.

(l) Knowledge Base means the 6clicks webpage containing information regarding the Platform, the 6clicks Support Services and other 6clicks products and services available at https://knowledgebase.6clicks.com/ as modified from time to time.

(m) Marks means the 6clicks name, word marks, logos, logotypes, trade dress, designs, the trademark and trade name “6clicks,” and all trademarks and trade names derived from it, and the trademarks owned by 6clicks and used in association with the Platform, the 6clicks Support Services and all associated products.

(n) MSP means an entity that meets the requirements to participate in the 6clicks Partner Program as an advisor or managed service provider of the Subscription Scope as part of an advisory or managed service offering to Partner Customers.

(o) Partner or you means a party that 6clicks has accepted and approved to participate in the 6clicks Partner Program either as a Reseller or an MSP.

(p) Partner Customer means any person or entity (other than 6clicks or the Partner) that acquires access to the Platform and the 6clicks Support Services as a User and not for distribution or resale.

(q) Partner Customer Quote means the 6clicks prescribed quote form for the resale or distribution of the Platform and the 6clicks Support Services to Partner Customers between the 6clicks and the Partner.

(r) Partner Customer Purchase Order means the 6clicks prescribed form for the resale or distribution of the Platform and the 6clicks Support Services by the Partner to the Partner Customer.

(s) Partner Portal means the 6clicks partner portal which can be at https://connect.6clicks.com/ as modified from time to time.

(t) Personal Data means any information relating to an identified or identifiable individual where (i) such information is contained within the User Data and (ii) is protected as personal data, personal information or personally identifiable information under applicable Data Protection Laws (as defined in the Data Processing Agreement).

(u) Platform means 6clicks' web- based application or mobile app that the Partner Customer or their Users has subscribed to as provided by 6clicks on a 'software-as-a-service' basis including any ancillary product.

(v) Price Margin means the agreed margins for the resale or distribution (applicable to resellers and managed service providers) of the Subscription Scope specified at Annexure A of this Partner Agreement.

(w) Relevant Laws means all applicable laws and legal binding codes of practice, guidelines or standards issued by relevant regulators or authorities or industry bodies including but not limited to the Privacy Act 1988 (Cth) and the General Data Protection Regulation ((EU) 2016/679) (where applicable).

(x) Reseller means an entity that meets the requirements to participate in the 6clicks Partner Program as a reseller of the Subscription Scope to Partner Customers.

(y) Subscription Scope means the licensing option selected by the Partner Customer in connection with the Platform and the 6clicks Support Services as outlined in the Partner Customer Quote.

(z) Tax means any applicable taxes including value add tax and other taxes that may apply to any supply under these Partner Agreement.

(aa) User means the authorized user of the Subscription Scope permitted by the Partner or the Partner Customer to access the Subscription Scope.

(bb) User Data means any data, Personal Data, Intellectual Property, or both inputted into the Platform by the Partner Customer and their respective Users.

2. Term

This Partner Agreement will commence on the Commencement Date and will continue for as long as you participate in the 6clicks Partner Program and fulfill all the participation requirements (as specified in the 6clicks Partner Program Guide) or otherwise until terminated in accordance with this Partner Agreement.

3. Appointment

(a) 6clicks appoints the Partner on a non-exclusive basis. You can participate in the 6clicks Partner Program as either a Reseller or as an MSP or both on a deal by deal basis.

(b) You must apply to be a member of the 6clicks Partner Program (registered member status is available to the Partner free of charge subject to fulfilling the requirements specified in the 6clicks Partner Program Guide) and thereafter, you must maintain your status as a registered member of the 6clicks Partner Program by complying with the requirements as specified in the 6clicks Partner Program Guide from time to time.

(c) We grant you, subject to the limitations set out in this Partner Agreement, a non-transferable, non-exclusive right to:

(i) market, demonstrate and promote the Subscription Scope to your prospects and customers, and

(ii) to provide Users access to the Subscription Scope in accordance with this Partner Agreement and the EULA General Terms.

(d) The Partner will comply with the terms and conditions of this Partner Agreement at all times including the 6clicks Partner Program Guide which is incorporated herein by reference.

(e) We will make available to you, without charge, various webinars and other resources as part of our Partner Program. At our discretion, we will provide limited sales support to you, such as occasional participation on a call with you and a prospect.

(f) In order to receive payment under this Partner Agreement, you must have:

(i) agreed to and complied with the terms of this Partner Agreement;

(ii) if you are an MSP, agreed to and complied with the EULA General Terms;

(iii) provided us with all of your account information, including your bank information for payment; and

(iv) submitted to us all the necessary and valid tax documents, where necessary, and the documents have been approved.

(g) You acknowledge and agree that we may modify any aspect of the Platform or the 6clicks Support Services or may release a new version of a product at any time and for any reason including, but not limited to, to addressing User needs or otherwise address competitive demands, to respond to a government regulation, order, or law, or to advance innovation in our product offerings. 6clicks reserves the right to add new features or functionality to or remove existing features or functionality from the Platform or the 6clicks Support Services.

(h) You agree to perform certain functions associated with the purchase, activation, implementation, support and management of your Partner Customer’s Subscriptions Scope(s) depending on whether you are a Reseller or an MSP. Those functions may be performed through the Partner Portal or other processes or tools identified in the Knowledge Base. You acknowledge and agree that from time to time 6clicks may update the processes and tools required to perform those functions, as 6clicks in its sole reasonable discretion deems appropriate, and you may be required to implement such updates or changes to continue to perform the functions.

4. Representations and Warranties

(a) The Partner represents and warrants that:

(i) if it is a corporation, it is a corporation registered and validly existing under the law of the place of its incorporation;

(ii) it has the power and authority to enter into this Partner Agreement and to perform the obligations contemplated by this Partner Agreement;

(iii) it has all sufficient rights and permissions to provide the prospect data to us for our use in sales and marketing efforts or as otherwise set forth in this Partner Agreement;

(iv) its participation in this Partner Program will not conflict with any of pre-existing agreements or arrangements;

(v) it will use commercially reasonable efforts to service and support its Partner Customers and inform 6clicks of any difficulties it encounters in servicing its Partner Customers;

(vi) it will provide instructions and information to Partner Customers on the use of the Subscription Scope which are consistent with the terms specified in the EULA General Terms and any other documentation as may be found on the Knowledge Base;

(vii) all information provided by it to 6clicks is accurate and not deficient, misleading or deceptive (whether by its inclusion or by omission of other information);

(viii) no material litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency have (to its knowledge and belief having made enquiries) been started or threatened against it; and

(ix) it has complied and will comply with the Relevant Laws and any other applicable laws binding on it.

(b) To the extent permitted by law, the Subscription Scope and the Partner Program is provided “as is” without warranty of condition of any kind. We disclaim all warranties and conditions of any kind with regard to the Subscription Scope or the Partner Program including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.

5. Resale of Platform

The following terms apply to you if you are a Reseller:

(a) 6clicks grants the Partner the right to resell the licence to use the Subscription Scope to Partner Customers including by entering into Partner Customer Purchase Orders with Partner Customers. 6clicks reserves the right to accept or reject any proposed Partner Customer at 6clicks’ reasonable discretion.

(b) The parties agree that 6clicks will determine the price for the Subscription Scope for your Partner Customers on a deal by deal basis and you will set the price for the Subscription Scope for your Partner Customers in accordance with the applicable margin as set out in the Partner Margin. The parties agree that the margins set out in the Price Margin can be amended by mutual agreement of the parties.

(c) For the avoidance of doubt, no resale fees or any other fees are payable by 6clicks to the Partner for any resale of the Subscription Scope by the Partner to the Partner Customers.

(d) You are responsible for payment of all Taxes applicable to the resale price. If requested by 6clicks, the Partner agrees to supply 6clicks with a valid Tax exemption certificate authorized by the relevant regulatory body.

(e) The Partner agrees that it will (at its own expense):

(i) use commercially reasonable endeavors to market and promote the Platform, with a view to maximizing the number of Partner Customers and revenue derived from the resale of the Platform;

(ii) keep 6clicks reasonably informed of the progress of any discussions with potential Partner Customers in order to enable 6clicks to plan resource allocations for the Platform;

(iii) for any resale to a Partner Customer, ensure that each Partner Customer signs a Partner Customer Purchase Order in the form provided by 6clicks to you or made available within the Partner Portal;

(iv) reasonably cooperate with 6clicks in relation to the maintenance, improvement and marketing of the Platform;

(v) not remove, deface or obscure any of 6clicks’ Intellectual Property including the Marks;

(vi) comply with all Relevant Laws in the marketing, promotion and support relating to the Platform;

(vii) comply with all reasonable and lawful instructions provided by 6clicks in connection with the resale of the Platform;

(viii) not make any inaccurate or misleading representations regarding the Platform or the 6clicks Support Services;

(ix) not allow its interests to conflict with its obligations and duties under this Partner Agreement;

(x) not make any commitments or incur any liability for or on behalf of 6clicks; and

(xi) maintain in full force and effect all licenses, insurances and approvals required for its performance under this Partner Agreement as may be specified in the 6clicks Partner Program Guide.

(f) Within 5 Business Days after the end of each calendar month during the Term, the Partner will provide 6clicks with a report showing rights to use the Platform resold by the Partner during the preceding calendar month.

(g) The parties agree that any accepted Partner Customer will be required to enter into the EULA General Terms directly with 6clicks with the Partner noted as the Reseller of the Subscription Scope. The Partner will ensure the EULA General Terms are accepted by the Partner Customer before access is provided to the Subscription Scope.

(h) The parties agree that 6clicks will be responsible for supplying the 6clicks Support Services as per the Subscription Scope to your Partner Customers.

6. Managed Service Provider

The following terms apply to you if you are an MSP:

(a) 6clicks grants the Partner a right to sub-licence the Subscription Scope to Partner Customers as part of an advisory or managed service offering including entering into Partner Customer Purchase Orders with Partner Customers. 6clicks reserves the right to accept or reject any proposed Partner Customer at 6clicks’ reasonable discretion.

(b) As an MSP, the pricing at which you will purchase the Subscription Scope for your Partner Customers is set out in the Price Margin. As an MSP, you can set the pricing payable by Partner Customers for the Subscription Scope.

(c) As an MSP, you may (at no cost to you) complete the 6clicks Advisor & MSP Certification Program designed to equip you with the necessary skills and knowledge to leverage the Platform effectively for your client management and service delivery needs.

(d) You are responsible for payment of all Taxes applicable to the distribution price. If requested by 6clicks, the Partner agrees to supply 6clicks with a valid Tax exemption certificate authorized by the relevant regulatory body.

(e) The Partner agrees that it will (at its own expense):

(i) use commercially reasonable endeavors to market and promote the Platform, with a view to maximizing the number of Partner Customers and revenue derived from the resale of the Platform;

(ii) keep 6clicks reasonably informed of the progress of any discussions with potential Partner Customers in order to enable 6clicks to plan resource allocations for the Platform;

(iii) reasonably cooperate with 6clicks in relation to the maintenance, improvement and marketing of the Platform;

(iv) not remove, deface or obscure any of 6clicks’ Intellectual Property including the Marks;

(v) conduct all business in its own name and not in the name of 6clicks;

(vi) comply with all Relevant Laws in the marketing, promotion and support relating to the Platform;

(vii) comply with all reasonable and lawful instructions provided by 6clicks;

(viii) not make any inaccurate or misleading representations regarding the Platform or 6clicks’ products or services;

(ix) not allow its interests to conflict with its obligations and duties under this Partner Agreement

(x) not make any commitments or incur any liability for or on behalf of 6clicks; and

(xi) maintain in full force and effect all licenses, insurances and approvals required for its performance under this Partner Agreement as may be specified in the 6clicks Partner Program Guide.

(f) The parties agree that the MSP reserves the right in its sole discretion to decide if it will require its Partner Customers to enter into the EULA General Terms with 6clicks. In any case, 6clicks will not be liable for any failure by the MSP to bring the EULA General Terms to the Partner Customers’ attention.

(g) For the avoidance of doubt, the MSP agrees to enter into the EULA General Terms with 6clicks setting out the rights and obligations of the parties in connection with the MSP’s Users.

(h) You are responsible for managing your Partner Customer’s Subscription Scope renewals, access, disablement or cancellations. In any case, you will be required to continue paying the fees as outlined in the EULA General Terms between us.

(i) Subscription Scopes will automatically renew at the end of any term (as defined in the relevant Partner Customer Purchase Order). Subject to the relevant terms and conditions specified in the relevant Partner Customer Purchase Order, the MSP may opt a Partner Customer out of this automatic renewal system by updating the Subscription Scope through the Partner Portal. Each further term will be for the period and the price specified in the Partner Customer Purchase Order. If no price is specified then the pricing will be the then current pricing in effect as of the commencement of the further term.

(j) The MSP may disable a Partner Customer’s Subscription Scope. The MSP will need to separately disable each active Subscription Scope. The parties agree that 6clicks will not be liable in any manner whatsoever to a Partner Customer arising out of MSP’s disablement of the Partner Customer’s Subscription Scope.

(k) The MSP may cancel a Subscription Scope for a Partner Customer, however, a refund will only be allowed if specified in the Partner Customer Purchase Order or otherwise agreed between the parties.

(l) If requested by you, we may (in our sole discretion) provide your Partner Customers with access to all or parts of the Platform or the 6clicks Support Services on a ‘trial’ basis (Freemium Services). For the avoidance of doubt, the Freemium Services are provided to Partner Customers at no cost for a period of time as determined by 6clicks. We reserve the right to suspend, limit or terminate the Freemium Services at any time without notice and without any liability to you or your Partner Customers. You acknowledge and agree that, to the extent permitted by law, any warranties (express or implied), limit of liability or indemnity granted under this Partner Agreement in yours or your Partner Customer’s favour under the Partner Agreement or the EULA General terms do not apply to the extent that it relates to the Freemium Services.

7. MSP Support Services and Other Obligations

As an MSP, you agree that:

(a) you must provide the 6clicks Support Services to Partner Customers for all Subscription Scope(s) you distribute to Partner Customers and you will include this requirement in your agreements (if any) with your Partner Customers

(b) you must provide the Partner Customers support for the Subscription Scope on a continuous basis;

(c) you will be the point of contact for your Partner Customers for all operational or technical support questions related to the Subscription Scope;

(d) you agree that you are responsible for informing your Partner Customers of your support processes. If a Partner Customer contacts 6clicks directly for Support Services, 6clicks in its sole discretion may offer the Partner Customer support or redirect the Partner Customer to you; and

(e) If requested by you, 6clicks may provide you escalation support for undocumented scenarios and service impacting events.

8. Partner’s Indemnities

(a) You agree to indemnify, defend and hold harmless (at your expense) 6clicks, its directors, officers, employees, consultants, agents, and affiliates against any and all claims, costs, damages or losses that 6clicks may sustain or incur, arising from:

(i) your participation in the Partner Program in breach of this Partner Agreement;

(ii) your acts or omissions including, but not limited to, your provision of the 6clicks Support Services, professional services, implementation support, or other products or services in breach of this Partner Agreement; or

(iii) the Partner’s non-compliance or breach of this Partner Agreement.

(b) 6clicks agrees to indemnify the Partner against any and all claims, costs, damages or losses that the Partner may sustain or incur, arising from any claim by a third party that the Platform violates any third party’s valid Intellectual Property rights.

(i) the indemnified party providing reasonable notice, assistance and cooperation to enable the indemnifying party to defend the action or claim; and

(d) Notwithstanding clause 8(c), in the event of such a claim, or if we believe that such a claim is likely, we may, at our sole option and expense:

(i) modify the Platform or provide you and your Users with substitute Platform that is non-infringing; or

(ii) obtain a license or permission for you and your Users to continue to use the Platform, at no additional cost to you.

If neither 8d(i)-(ii) is, in our judgment, commercially practicable, terminate your or your Users’ access to the Platform (or to a portion of the Platform as necessary to resolve the claimed infringement) and refund any prepaid but unused fees covering use of the Platform after termination in accordance with this Partner Agreement.

9. Liability

(a) Except for your liability arising from your confidentiality obligations or your liability for violation of our Intellectual Property rights under clause 10, to the extent permitted by law, in no event shall either party be liable for any indirect, punitive, or consequential damages including loss of profits and business opportunities arising from or in connection with the transactions contemplated by this Partner Agreement.

(b) Without limiting clause 9(a), to the extent permitted by law, in no event will 6clicks’ total aggregate liability under this Partner Agreement exceed the total amounts paid by 6clicks to the Partner under this Partner Agreement in the 12 months preceding the claim and where no amounts have been paid by 6clicks then the aggregate liability shall be no more than AUD $10,000.

(c) Each party’s liability arising out of or in connection with this Partner Agreement (including negligence) will be reduced to the extent, if any, to which the other party’s or its personnel’s acts or omissions caused or contributed to the relevant loss.

(d) Nothing in this Partner Agreement shall limit a party’s liability for fraud, death, personal injury or willful misconduct.

(e) This clause 9 shall survive termination of this Partner Agreement.

10. Intellectual Property, Confidentiality & Privacy

(a) The parties agree that, other than as expressly provided in this Partner Agreement, nothing in this Partner Agreement transfers or grants to any party any right, title or interest in or to any Intellectual Property of either party that was in existence prior to the Commencement Date.

(b) Other than the scope of the licence that is set out in clause 3(c), no license to the Subscription Scope or any software or service is granted by this Partner Agreement. The Platform belongs to and is the property of 6clicks. We retain all ownership rights in the Platform. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Platform, or the Platform in whole or in part, by any means, except as expressly authorized in writing by us.

(c) We retain all ownership rights in the Marks. During the term of this Partner Agreement, you may use our Marks in accordance with any usage requirements and any guidelines in place from time to time as may be set out in the Knowledge Base or the 6clicks Partner Program Guide.

(d) You agree that all such comments and suggestions in provided to us by you or your Partner Customers or Users in connection with the Subscription Scope will be non-confidential and that we own all rights to use and incorporate them into the Subscription Scope, without payment to you. For the avoidance of doubt, any Intellectual Property which is created, developed or improved by 6clicks independently or together with the Partner in connection with this Partner Agreement immediately vests in 6clicks.

(e) 6clicks acknowledges and agrees that the Partner Customer or the User (as the case may be) is the proprietor or licensee of all Intellectual Property in the User Data provided under or in connection with this Partner Agreement and that this Intellectual Property is supplied to 6clicks in accordance with the license granted under the EULA General Terms between the Partner and 6clicks.

(f) You grant us a non-exclusive, non-transferable, royalty-free right to use and display your trademarks, service marks and logos in connection with the 6clicks Partner Program and this Partner Agreement.

(g) A party must not, without the prior written consent of the other, use or disclose the other party’s Confidential Information unless expressly permitted by this Partner Agreement or required to do so by law or any regulatory authority.

(h) A party may:

(i) use the Confidential Information of the other party solely for the purposes of complying with its obligations and exercising its rights under this Partner Agreement; and

(ii) disclose the Confidential Information to its personnel or advisers to the extent necessary for them to know the information for purposes related to this Partner Agreement, but only if reasonable steps are taken to ensure that the confidentiality of the information is retained.

(i) Each party must implement and maintain effective security measures to prevent unauthorized use and disclosure of the other party’s Confidential Information whilst it is in the receiving party’s possession or control.

(j) Upon termination or expiry of this Partner Agreement, each party must promptly either return or destroy (at that party’s option) the other party’s Confidential Information in its possession or control.

(k) The parties must handle, and must ensure that its employees, agents, officers, servants and subcontractors handle, all Personal Data in accordance with the Relevant Law where applicable.

(l) You will comply promptly with all opt out, unsubscribe, “do not call” and “do not send” requests, including without limitation such requests from your prospects or requests related to the Partner Program. For the duration of this Partner Agreement, you will establish and maintain a privacy policy that is compliant with all laws and regulations applicable to you in the regions you operate in and you shall establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, “do not call” and “do not send” requests.

(m) To the extent that any Personal Data is processed in connection with the Partner Program, the terms set forth in the Data Processing Agreement, which are hereby incorporated by reference, shall apply.

(n) The provisions of this clause will survive the termination or expiry of this Partner Agreement.

11. Dispute Resolution

(a) Any dispute or difference between the parties arising from or in connection with this Partner Agreement which cannot be settled by negotiation between the parties must be resolved as follows:

(i) the party that wishes to raise a dispute must notify the other party in writing of the nature of the dispute (”Notice of Dispute”);

(ii) the Notice of Dispute must state that it is a dispute under this clause;

(iii) upon the issuance of a Notice of Dispute, a senior representative from each party with authority to resolve the dispute will meet within 10 Business Days of the Notice of Dispute to attempt to resolve the dispute;

(iv) any meetings or discussions held between the parties to resolve the dispute will be held on a without prejudice basis;

(v) if an agreement is reached to resolve the dispute, the agreement will be documented in writing and signed by both parties;

(vi) if no agreement is reached between such representatives within 20 Business Days, either party may commence legal proceedings.

(b) Nothing in this clause restricts or prevents a party from taking such action as it deems appropriate (including an application to the relevant court for urgent interlocutory or injunctive relief).

12. Termination

(a) Either party may terminate this Partner Agreement on thirty (30) Business Days written notice to the other party.

(b) We may terminate this Partner Agreement or suspend your Partner Customer’s or their User’s access to the Subscription Scope (in our sole discretion):

(i) upon thirty (30) days’ notice to you of a material breach of this Partner Agreement by you if such breach remains unremedied at the expiration of such period;

(ii) automatically, within thirty (30) days of you failing to meet the 6clicks Partner Program requirements applicable to you as a Reseller or an MSP (as the case may be);

(iii) upon fifteen (15) days’ notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period;

(iv) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors;

(v) immediately, if you or your User(s) breach the EULA General Terms, including if you default on your payment obligations to us or our affiliate, or violate any applicable local, state, federal, or foreign laws or regulations;

(vi) immediately, if you breach your confidentiality obligations under this Partner Agreement or infringe or misappropriate 6clicks’ Intellectual Property rights including the Marks; or

(vii) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

(c) Termination of this Partner Agreement for any reason does not automatically terminate your Subscription Scope (if any) including any which you may have purchased on a User’s behalf. Your purchase and use of the Subscription Scope is governed by the EULA General Terms.

(d) Upon termination, you will immediately discontinue all use of our Marks, and will remove all 6clicks badges and references to this Partner Program from your website(s) and other collateral.

(e) Clauses 1, 2, 8, 9, 10,11, 12 and 13 survive termination of this Partner Agreement.

13. General

(a) No agency, partnership, joint venture or employment is created between 6clicks and the Partner as a result of this Partner Agreement. The Partner is not authorized to create any obligation, express or implied, on behalf of 6clicks.

(b) In order to remain compliant with all relevant legislation, we may modify any part or all of the Partner Agreement by posting a revised version at https://www.6clicks.com/terms-and-conditions. The revised version will become effective and binding the next Business Day after it is posted. We will provide you Notice of this revision via the Platform, by email or via our Website. If you do not agree with a modification to the Partner Agreement, you must notify us in writing within thirty (30) days after we send notice of the revision. The parties agree to use best endeavors to negotiate the modified terms. If the parties are unable to come to an agreement, then, you can terminate this Partner Agreement by providing us with 6 months’ notice.

(c) You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Partner Agreement and for a period of twelve (12) months following the termination of this Partner Agreement.

(d) This Partner Agreement is governed by the law applying to you as specified under Governing Law section in the Jurisdiction Specific Terms and the parties submit to the non-exclusive jurisdiction of the courts as specified in the Jurisdiction section of the Jurisdiction Specific Terms.

(e) Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

(f) You shall comply and shall ensure that any third parties performing sales or referral activities on your behalf comply with all applicable foreign and domestic laws (including without limitation export laws, privacy regulations and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public.

(g) This Partner Agreement may be executed in any number of counterparts. Each counterpart is an original but the counterparts together are one and the same Partner Agreement.

(h) Each party must pay its own costs and expenses in respect of negotiating, preparing, signing, delivering and performing this Partner Agreement and any other agreement or document entered into or signed under this Partner Agreement.

(i) This Partner Agreement is the entire agreement and understanding between the parties on everything connected with the subject matter of this Partner Agreement and supersedes any prior agreement or understanding on anything connected with that subject matter.

(j) A party must not assign, novate or deal with any right or obligations under this Partner Agreement without the prior written consent of the other party, whose consent must not be unreasonably withheld.

(k) If anything in this Partner Agreement is unenforceable, illegal or void, then it is severed and the rest of this Partner Agreement remains in force.

(l) If single or partial exercise or waiver by a party of a right relating to this Partner Agreement does not prevent any other exercise of that right or the exercise of any other right.

Annexure A - 6clicks Price Margins

Annexure B - 6clicks Support Services

This Annexure B governs the provision of the 6clicks Support Services by 6clicks to Partner Customers.

1. Definitions

In this Annexure B, unless the context otherwise requires:

(a) Business Day means business days in in the jurisdiction where the relevant 6clicks Contracting Entity (as outlined in the Jurisdiction Specific Terms) resides and will typically mean Monday to Friday excluding government recognised public holidays; and

(b) Business Hours means 9.00am to 5.00pm in the Jurisdiction applicable to you as specified in the Jurisdiction Specific Terms.

2. Scope

6clicks will provide the following support services to Partner Customers:

(a) Technical support

Unlimited technical support during Business Hours on Business Days delivered through:

(i) email support – support@6clicks.com; or

(ii) ticket support – through the Platform.

6clicks' target response time to technical support requests is defined in Annexure C.

3. Exclusions

The 6clicks Support Services do not apply to any downtime of, or defect in, the Platform arising from:

(a) suspension or termination of the Partner Customer’s access to the Platform due to the Partner Customer's breach;

(b) routine scheduled maintenance;

(c) unscheduled, emergency maintenance or an emergency caused by a force majeure event, User Data, or internet service provider failures or delays; and

(d) the Partner Customer's equipment, software or other technology, or any equipment, software or technology not supplied by 6clicks.

Annexure C - Response Times and Expected Support Experience

Severity

Situation

Response

Customer Expectation

Low

Minor functionality unavailability. Simple workarounds are available.

Little to no business impact.

- Respond to the ticket within 48 hours of receiving it.

- Assign ticket to an appropriate team member.

- Ticket will be responded to during normal business hours.

The internal team will acknowledge the ticket and come to a resolution.

Medium

Key functionality unavailable. No workaround is available.

The tool is still functional but not in an ideal state.

- Response to the ticket within 24 hours of receiving it.

- Assign ticket to an appropriate team member.

- Ticket will be responded to during normal business hours.

- The internal team will acknowledge the ticket.

- The appropriate resources will be allocated to come to a resolution.

- Regular communication from respective support personnel

High

The system is down or severely impaired.

Critical business impact.

- Response to the ticket within 12 hours of receiving it.

- Assign ticket to an appropriate team member.

- 8x5 effort to resolution

- The internal team will acknowledge the ticket.

- The appropriate resources will be allocated to come to a resolution.

- Regular communication from respective support personnel

Critical

Productivity Blocker.

Complete loss of a mission-critical project.

Needs immediate attention.

- Acknowledgment of issue within 1 hour.

- Ticket assignment and communication within 1 hour.

- 24x7 effort to resolution

- Escalation to the appropriate team within 1 hour.

- Allocation of appropriate resources to sustain 24x7 continuous effort to resolve.

- Regular communication from respective support personnel

Annexure C - Jurisdiction Specific Terms

6clicks Jurisdiction Specific Terms

Depending on your location, some of these Jurisdiction Specific Terms will apply to you. They form part of the Partner Agreement and are incorporated herein.

This document may be updated from time to time. You can access all of 6clicks’s terms and conditions and privacy documents at: https://www.6clicks.com/terms-and-conditions.

Customer Location	6clicks Contracting Entity	Address for Notices	Governing Law and Jurisdiction	Regional Data Hosting
APAC Region (including Australia, New Zealand, East Asia and Southeast Asia)	6clicks Trading (Australian Company Number 634 263 166)	C/o Andrew Cook & Associates, 165 Martin Street, Brighton, Victoria 3186, Australia.	Laws of the state of Victoria, Australia and the Commonwealth of Australia	Australia
North America or South America	6clicks Inc (File Number 3720268)	131 Continental Drive Suite 305, Newark, the State of Delaware, the United States of America	131 Continental Drive Suite 305, Newark, the State of Delaware, the United States of America	United States of America
United Kingdom	6clicks International Ltd (Company number 13098330)	10 John Street, London, United Kingdom, WC1N 2EB	Laws of England and Wales	Laws of England and Wales
Europe (including Russia)	6clicks International Ltd (Company number 13098330)	10 John Street, London, United Kingdom, WC1N 2EB	Laws of England and Wales	Laws of England and Wales
Middle East	6clicks International Ltd (Company number 13098330)	10 John Street, London, United Kingdom, WC1N 2EB	Laws of England and Wales	Laws of England and Wales
Africa	6clicks International Ltd (Company number 13098330)	10 John Street, London, United Kingdom, WC1N 2EB	Laws of England and Wales	Laws of England and Wales

Referral Partner Terms

Introduction

A. 6clicks is in the business of supplying the Platform and the 6clicks Support Services.

B. This Partner Agreement applies to your participation in the 6clicks Partner Program as a Partner.

C. This Partner Agreement set out the terms on which 6clicks engages with Partners (“Partner Agreement”) regarding the marketing and referral of the Platform and the 6clicks Support Services. By participating in the Partner Program as a Partner, you agree to the terms contained in this Partner Agreement.

1. Meaning of Words

In this Partner Agreement the following definitions apply unless the context otherwise requires:

(a) 6clicks, we, our or us means the applicable 6clicks contracting entity as specified in the Jurisdiction Specific Terms.

(f) Commencement Date means the date on which this Partner Agreement is signed being the date on which the last party signed this Partner Agreement.

(h) Data Processing Agreement means the 6clicks data processing agreement available at https://www.6clicks.com/privacy as modified from time to time.

(i) Deal Registration means the completion of the deal registration form and process within the Partner Portal.

(j) EULA General Terms means those terms and conditions in connection with the use and access to the Subscription Scope available at https://www.6clicks.com/terms-and-conditions as modified from time to time.

(k) Intellectual Property means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trademarks, service marks, designs, patents, circuit layouts, plant varieties, business and domain names, database rights, Confidential Information, know how, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields existing anywhere in the world, whether or not registered or capable of registration, and any goodwill associated with such activity and any applications, renewals and extensions of such rights.

(l) Jurisdiction Specific Terms means the additional terms that apply to this Partner Agreement depending on your location which forms part of this Partner Agreement as set out at Annexure C.

(m) Knowledge Base means the 6clicks webpage containing information regarding the Platform, the 6clicks Support Services and other 6clicks products and services available at https://knowledgebase.6clicks.com/ as modified from time to time.

(n) Marks means the 6clicks name, word marks, logos, logotypes, trade dress, designs, the trademark and trade name “6clicks,” and all trademarks and trade names derived from it, and the trademarks owned by 6clicks and used in association with the Platform, the 6clicks Support Services and all associated products.

(o) Partner or you means a party that 6clicks has accepted and approved to participate in the 6clicks Partner Program as a referral partner.

(q) Partner Customer Purchase Order means the 6clicks prescribed form for the resale or distribution of the Platform and the 6clicks Support Services by the Partner to the Partner Customer.

(r) Partner Portal means the 6clicks partner portal which can be at https://connect.6clicks.com/ as modified from time to time.

(s) Personal Data means any information relating to an identified or identifiable individual where (i) such information is contained within the User Data and (ii) is protected as personal data, personal information or personally identifiable information under applicable Data Protection Laws (as defined in the Data Processing Agreement).

(t) Platform means 6clicks' web- based application or mobile app that the Partner Customer or their Users has subscribed to as provided by 6clicks on a 'software-as-a-service' basis including any ancillary product.

(u) Referral Fee means the fees payable by 6clicks to the Partner for a referral of the Subscription Scope by the Partner to a Partner Customer in accordance with this Partner Agreement.

(v) Relevant Laws means all applicable laws and legal binding codes of practice, guidelines or standards issued by relevant regulators or authorities or industry bodies including but not limited to the Privacy Act 1988 (Cth) and the General Data Protection Regulation ((EU) 2016/679) (where applicable).

(w) Subscription Scope means the licensing option selected by the Partner Customer in connection with the Platform and the 6clicks Support Services as outlined in the Partner Customer Purchaser Order.

(x) Tax means any applicable taxes including value add tax and other taxes that may apply to any supply under these Partner Agreement.

(y) User means the authorized user of the Subscription Scope to access the Subscription Scope.

(z) User Data means any data, Personal Data, Intellectual Property, or both inputted into the Platform by the Partner Customer and their respective Users.

2. Term

3. Appointment

(a) 6clicks appoints the Partner on a non-exclusive basis.

(c) We grant you, subject to the limitations set out in this Partner Agreement, a non-transferable, non-exclusive right to market, promote and refer us to your prospects and customers who are interested in the Subscription Scope.

(d) The Partner will comply with the terms and conditions of this Partner Agreement at all times including the 6clicks Partner Program Guide which is incorporated herein by reference.

(f) In order to receive payment under this Partner Agreement, you must have:

(i) agreed to and complied with the terms of this Partner Agreement;

(ii) provided us with all of your account information, including your bank information for payment; and

(iii) submitted to us all the necessary and valid tax documents, where necessary, and the documents have been approved.

4. Representations and Warranties

(a) The Partner represents and warrants that:

(i) if it is a corporation, it is a corporation registered and validly existing under the law of the place of its incorporation;

(ii) it has the power and authority to enter into this Partner Agreement and to perform the obligations contemplated by this Partner Agreement;

(iii) it has all sufficient rights and permissions to provide the prospect data to us for our use in sales and marketing efforts or as otherwise set forth in this Partner Agreement;

(iv) its participation in this Partner Program will not conflict with any of pre-existing agreements or arrangements;

(v) all information provided by it to 6clicks is accurate and not deficient, misleading or deceptive (whether by its inclusion or by omission of other information);

(vi) no material litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency have (to its knowledge and belief having made enquiries) been started or threatened against it; and

(vii) it has complied and will comply with the Relevant Laws and any other applicable laws binding on it.

5. Referral Arrangement

(a) 6clicks grants the Partner the right to refer Partner Customers to 6clicks to use the Subscription Scope including by entering into Partner Customer Purchase Orders with Partner Customers. 6clicks reserves the right to accept or reject any proposed Partner Customer at 6clicks’ reasonable discretion.

(b) The Partner agrees to register each prospective Partner Customer via a Deal Registration.

(i) use commercially reasonable endeavors to market and promote the Platform, with a view to maximizing the number of Partner Customers and revenue derived from the resale of the Platform;

(ii) keep 6clicks reasonably informed of the progress of any discussions with potential Partner Customers in order to enable 6clicks to plan resource allocations for the Platform;

(iii) reasonably cooperate with 6clicks in relation to the maintenance, improvement and marketing of the Platform;

(iv) not remove, deface or obscure any of 6clicks’ Intellectual Property including the Marks;

(v) comply with all Relevant Laws in the marketing, promotion and support relating to the Platform;

(vi) not make any inaccurate or misleading representations regarding the Platform or the 6clicks Support Services;

(vii) not allow its interests to conflict with its obligations and duties under this Partner Agreement;

(viii) not make any commitments or incur any liability for or on behalf of 6clicks; and

(ix) maintain in full force and effect all licenses, insurances and approvals required for its performance under this Partner Agreement as may be specified in the 6clicks Partner Program Guide.

(d) Upon 6clicks determining that the Deal Registration is valid and compliance with the 6clicks Partner Program Guide, 6clicks agrees to pay the Partner the Referral Fee on the basis of the referral fee benefits as published within the Partner Portal.

(e) Within 5 Business Days at the end of each calendar month, the Partner must invoice, by way of a tax invoice, 6clicks for the Referral Fees payable together with any applicable Tax.

(f) 6clicks will review any tax invoice received under clause 5(e) and pay the Partner the Referral Fees within 30 Business Days provided that 6clicks does not dispute the amount stated in the tax invoice. Any dispute shall be handled in accordance with clause 5(g).

(g) If 6clicks reasonably disputes in good faith all or any part of the tax invoice issued by the Partner, then 6clicks will notify the Partner withing 10 Business Days in writing of the amount in dispute. The parties agree to use best endeavors to resolve any disputed amount within 10 Business Days and upon resolution of the disputed amount, 6clicks agrees to pay the agreed amount to the Partner within 5 Business Days.

(h) Any Referral Fees payable with respect to a Partner Customer are subject to that Partner Customer’s payment of the fees for accessing the Platform in accordance with the EULA General Terms between the Partner and 6clicks. For the avoidance of doubt, if the Partner Customer:

(i) fails to pay their fees;

(ii) has their fees refunded or reimbursed;

(iii) suspends payment of their fees; or

(iv) has the end user license agreement with 6clicks suspended or terminated for any reason,
the Partner will not be entitled to any Referral Fees in respect to that specific Partner Customer. If any of the above events occur in respect of a Partner Customer after 6clicks has paid the Referral Fee to the Partner, 6clicks will set-off the amount of the Referral Fee incorrectly paid to the Partner from any other Referral Fees that become due and payable, failing which the Partner will repay to 6clicks the Referral Fee incorrectly paid.

(i) The parties agree that 6clicks will be responsible for entering into the EULA General Terms directly with the Partner Customer and for supplying the 6clicks Support Services to Partner Customers as per the Subscription Scope.

6. Partner’s Indemnities

7. Liability

(b) Without limiting clause 7(a), to the extent permitted by law, in no event will 6clicks’ total aggregate liability under this Partner Agreement exceed the total amounts paid by 6clicks to the Partner under this Partner Agreement in the 12 months preceding the claim and where no amounts have been paid by 6clicks then the aggregate liability shall be no more than AUD $10,000.

(c) Each party’s liability arising out of or in connection with these Partner Terms (including negligence) will be reduced to the extent, if any, to which the other party’s or its personnel’s acts or omissions caused or contributed to the relevant loss.

(d) Nothing in these Partner Terms shall limit a party’s liability for fraud, death, personal injury or willful misconduct.

(e) This clause 7 shall survive termination of this Partner Agreement.

8. Intellectual Property, Confidentiality & Privacy

(e) You grant us a non-exclusive, non-transferable, royalty-free right to use and display your trademarks, service marks and logos in connection with the 6clicks Partner Program and this Partner Agreement.

(f) A party must not, without the prior written consent of the other, use or disclose the other party’s Confidential Information unless expressly permitted by this Partner Agreement or required to do so by law or any regulatory authority.

(g) A party may:

(i) use the Confidential Information of the other party solely for the purposes of complying with its obligations and exercising its rights under this Partner Agreement; and

(i) Upon termination or expiry of this Partner Agreement, each party must promptly either return or destroy (at that party’s option) the other party’s Confidential Information in its possession or control.

(j) The parties must handle, and must ensure that its employees, agents, officers, servants and subcontractors handle, all Personal Data in accordance with the Relevant Law where applicable.

(k) You will comply promptly with all opt out, unsubscribe, “do not call” and “do not send” requests, including without limitation such requests from your prospects or requests related to the Partner Program. For the duration of this Partner Agreement, you will establish and maintain a privacy policy that is compliant with all laws and regulations applicable to you in the regions you operate in and you shall establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, “do not call” and “do not send” requests.

(l) To the extent that any Personal Data is processed in connection with the Partner Program, the terms set forth in the Data Processing Agreement, which are hereby incorporated by reference, shall apply.

(m) The provisions of this clause will survive the termination or expiry of this Partner Agreement.

9. Dispute Resolution

(a) Any dispute or difference between the parties arising from or in connection with this Partner Agreement which cannot be settled by negotiation between the parties must be resolved as follows:

(i) the party that wishes to raise a dispute must notify the other party in writing of the nature of the dispute (”Notice of Dispute”);

(ii) the Notice of Dispute must state that it is a dispute under this clause;

(iv) any meetings or discussions held between the parties to resolve the dispute will be held on a without prejudice basis;

(v) if an agreement is reached to resolve the dispute, the agreement will be documented in writing and signed by both parties;

(vi) if no agreement is reached between such representatives within 20 Business Days, either party may commence legal proceedings.

10. Termination

(a) Either party may terminate this Partner Agreement on thirty (30) Business Days written notice to the other party.

(b) We may terminate this Partner Agreement or suspend your Partner Customer’s or their User’s access to the Subscription Scope (in our sole discretion):

(i) upon thirty (30) days’ notice to you of a material breach of this Partner Agreement by you if such breach remains unremedied at the expiration of such period;

(ii) automatically, within thirty (30) days of you failing to meet the 6clicks Partner Program requirements applicable to you as a referral partner;

(iii) upon fifteen (15) days’ notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period;

(iv) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors;

(vi) immediately, if you breach your confidentiality obligations under this Partner Agreement or infringe or misappropriate 6clicks’ Intellectual Property rights including the Marks; or

(vii) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

(c) Upon termination, you will immediately discontinue all use of our Marks, and will remove all 6clicks badges and references to this Partner Program from your website(s) and other collateral.

(d) Clauses 1, 2, 4, 5, 6, 7, 8, 9 10 and 11 survive termination of this Partner Agreement.

11. General

(a) No agency, partnership, joint venture or employment is created between 6clicks and the Partner as a result of these Partner Terms. The Partner is not authorized to create any obligation, express or implied, on behalf of 6clicks.

(g) This Partner Agreement may be executed in any number of counterparts. Each counterpart is an original but the counterparts together are one and the same Partner Terms.

(k) If anything in this Partner Agreement is unenforceable, illegal or void, then it is severed and the rest of these Partner Terms remains in force.

(l) If single or partial exercise or waiver by a party of a right relating to this Partner Agreement does not prevent any other exercise of that right or the exercise of any other right.

Annexure A - 6clicks Support Services

This Annexure A governs the provision of the 6clicks Support Services by 6clicks to Partner Customers.

1. Definitions

In this Annexure B, unless the context otherwise requires:

(b) Business Hours means 9.00am to 5.00pm in the Jurisdiction applicable to you as specified in the Jurisdiction Specific Terms.

2. Scope

6clicks will provide the following support services to Partner Customers:

(a) Technical support

Unlimited technical support during Business Hours on Business Days delivered through:

(i) email support – support@6clicks.com; or

(ii) ticket support – through the Platform.

6clicks' target response time to technical support requests is defined in Annexure B.

3. Exclusions

The 6clicks Support Services do not apply to any downtime of, or defect in, the Platform arising from:

(a) suspension or termination of the Partner Customer’s access to the Platform due to the Partner Customer's breach;

(b) routine scheduled maintenance;

(c) unscheduled, emergency maintenance or an emergency caused by a force majeure event, User Data, or internet service provider failures or delays; and

(d) the Partner Customer's equipment, software or other technology, or any equipment, software or technology not supplied by 6clicks.

Annexure B - Response Times and Expected Support Experience

Severity

Situation

Response

Customer Expectation

Low

Minor functionality unavailability. Simple workarounds are available.

Little to no business impact.

- Respond to the ticket within 48 hours of receiving it.

- Assign ticket to an appropriate team member.

- Ticket will be responded to during normal business hours.

The internal team will acknowledge the ticket and come to a resolution.

Medium

Key functionality unavailable. No workaround is available.

The tool is still functional but not in an ideal state.

- Response to the ticket within 24 hours of receiving it.

- Assign ticket to an appropriate team member.

- Ticket will be responded to during normal business hours.

- The internal team will acknowledge the ticket.

- The appropriate resources will be allocated to come to a resolution.

- Regular communication from respective support personnel

High

The system is down or severely impaired.

Critical business impact.

- Response to the ticket within 12 hours of receiving it.

- Assign ticket to an appropriate team member.

- 8x5 effort to resolution

- The internal team will acknowledge the ticket.

- The appropriate resources will be allocated to come to a resolution.

- Regular communication from respective support personnel

Critical

Productivity Blocker.

Complete loss of a mission-critical project.

Needs immediate attention.

- Acknowledgment of issue within 1 hour.

- Ticket assignment and communication within 1 hour.

- 24x7 effort to resolution

- Escalation to the appropriate team within 1 hour.

- Allocation of appropriate resources to sustain 24x7 continuous effort to resolve.

- Regular communication from respective support personnel

Annexure C – Jurisdiction Specific Terms

6clicks Jurisdiction Specific Terms

Depending on your location, some of these Jurisdiction Specific Terms will apply to you. They form part of the Partner Agreement and are incorporated herein.

This document may be updated from time to time. You can access all of 6clicks’s terms and conditions and privacy documents at: https://www.6clicks.com/terms-and-conditions.

Customer Location	6clicks Contracting Entity	Address for Notices	Governing Law and Jurisdiction	Regional Data Hosting
APAC Region (including Australia, New Zealand, East Asia and Southeast Asia)	6clicks Trading (Australian Company Number 634 263 166)	C/o Andrew Cook & Associates, 165 Martin Street, Brighton, Victoria 3186, Australia.	Laws of the state of Victoria, Australia and the Commonwealth of Australia	Australia
North America or South America	6clicks Inc (File Number 3720268)	131 Continental Drive Suite 305, Newark, the State of Delaware, the United States of America	Laws of the State of Delaware, the United States of America	United States of America
United Kingdom	6clicks International Ltd (Company number 13098330)	10 John Street, London, United Kingdom, WC1N 2EB	Laws of England and Wales	Laws of England and Wales
Europe (including Russia)	6clicks International Ltd (Company number 13098330)	10 John Street, London, United Kingdom, WC1N 2EB	Laws of England and Wales	Laws of England and Wales
Middle East	6clicks International Ltd (Company number 13098330)	10 John Street, London, United Kingdom, WC1N 2EB	Laws of England and Wales	Laws of England and Wales
Africa	6clicks International Ltd (Company number 13098330)	10 John Street, London, United Kingdom, WC1N 2EB	Laws of England and Wales	Laws of England and Wales

6clicks General Terms and Conditions

End User License Agreement Terms

Introduction

Operative Part

1. Meaning of words

2. Licence to use the Platform

3. Account Management

4. Platform Availability, Updates and Modifications

5. Limitation of Liability

6. Indemnity

7. Intellectual Property, Confidentiality and Privacy

8. User Data

9. Permitted use

10. Force Majeure

11. Amendment

12. Contracting Party and Applicable Law

13. Anti-bribery

14. General

Annexure A – Support Services

1. Definitions

2. Scope

3. Exclusions

Annexure B – Response Time SLAs

Annexure C – Jurisdiction Specific Terms

Resale Partner Terms

Introduction

1. Meaning of Words

2. Term

3. Appointment

4. Representations and Warranties

5. Resale of Platform

6. Managed Service Provider

7. MSP Support Services and Other Obligations

8. Partner’s Indemnities

9. Liability

10. Intellectual Property, Confidentiality & Privacy

11. Dispute Resolution

12. Termination

13. General

Annexure A - 6clicks Price Margins

Annexure B - 6clicks Support Services

1. Definitions

2. Scope

3. Exclusions

Annexure C - Response Times and Expected Support Experience

Annexure C - Jurisdiction Specific Terms

Referral Partner Terms

Introduction

1. Meaning of Words

2. Term

3. Appointment

4. Representations and Warranties

5. Referral Arrangement

6. Partner’s Indemnities

7. Liability

8. Intellectual Property, Confidentiality & Privacy

9. Dispute Resolution

10. Termination

11. General

Annexure A - 6clicks Support Services

1. Definitions

2. Scope

3. Exclusions

Annexure B - Response Times and Expected Support Experience

Annexure C – Jurisdiction Specific Terms

1.                Meaning of words

2.                Licence to use the Platform

3.                Account Management

4.                Platform Availability, Updates and Modifications

5.                Limitation of Liability

6.                Indemnity

7.                Intellectual Property, Confidentiality and Privacy

8.                User Data

9.                Permitted use

11.                Amendment

12.               Contracting Party and Applicable Law

13.               Anti-bribery

14.               General

1.               Definitions

2.               Scope

3.               Exclusions