Terms and Conditions


Mobile Data Anywhere Subscription Agreement

Mobile Data Anywhere Pty Ltd

TERMS OF USE:

BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO
THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF MOBILE DATA
ANYWHERE ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE “SERVICE”). IF
YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU
REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS,
IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE
SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT
THE “I DECLINE” BUTTON AND MAY NOT USE THE SERVICE.

Welcome

As part of the Mobile Data Anywhere hosted Service, Mobile Data Anywhere Pty Ltd will
provide you with use of the Service, including a browser interface and data encryption,
transmission, access and storage. Your registration for, or use of, the Service shall be
deemed to be your agreement to abide by this Agreement including any materials available
on the Mobile Data Anywhere website incorporated by reference herein, including but not
limited to Mobile Data Anywhere privacy and security policies.

1. Definitions and Interpretation

The following are the standard terms and conditions under which Mobile Data Anywhere Pty
Ltd (“the Company”) sells computer hardware, licences computer software and supplies
related services. These Terms and Conditions shall, unless otherwise expressly stated in
writing, apply to the subject matter of any agreement in respect thereof.

1.1 In these Terms and Conditions, unless the context otherwise requires, the following
expressions have the following meanings:

“Acceptance Certificate” – means a document to be used in conjunction with the supply of
Products to be signed by the Customer on delivery indicating their acceptance of that
delivery, or in the case of a service, the act of using that service in a production
environment;

“Agreement” – means any agreements entered into between the Company and a Customer to
which these standard Terms and Conditions apply;

“Customer” - means the individual, business, or other organisation with whom the Company
contracts;

“Supplier” – means any supplier of Products or Services to the Company;

“Products” – means computer hardware, software and associated equipment that may be
supplied by the Company; and

“Services” – means any service supplied by the Company.

1.2 Any reference to a day or days refers to business days – that is any day which is not
a weekend or public or bank holiday in Australia.

1.3 The headings in these Terms and Conditions are for convenience only and shall not
affect their interpretation.

2. Privacy & Security; Disclosure

Mobile Data Anywhere Pty Ltd’s privacy and security policies may be viewed at
http://www.mobiledataanywhere.com.au. Mobile Data Anywhere Pty Ltd reserves the right to
modify its privacy and security policies in its reasonable discretion from time to time.

3. License Grant & Restrictions

Mobile Data Anywhere Pty Ltd hereby grants you a non-exclusive, non-transferable,
worldwide right to use the Service, solely for your own internal business purposes,
subject to the terms and conditions of this Agreement. All rights not expressly granted
to you are reserved by Mobile Data Anywhere Pty Ltd and its licensors.

You may not access the Service if you are a direct competitor of Mobile Data Anywhere Pty
Ltd, except with Mobile Data Anywhere Pty Ltd’s prior written consent. In addition, you
may not access the Service for purposes of monitoring its availability, performance or
functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or
otherwise commercially exploit or make available to any third party the Service or the
Content in any way; (ii) modify or make derivative works based upon the Service or the
Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content
on any other server or wireless or Internet-based device; or (iv) reverse engineer or
access the Service in order to (a) build a competitive product or service, (b) build a
product using similar ideas, features, functions or graphics of the Service, or (c) copy
any ideas, features, functions or graphics of the Service. User licenses cannot be shared
or used by more than one individual User but may be reassigned from time to time to new
Users who are replacing former Users who have terminated employment or otherwise changed
job status or function and no longer use the Service.

You may use the Service only for your internal business purposes and shall not: (i) send
spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
(ii) send or store infringing, obscene, threatening, libellous, or otherwise unlawful
material, including material harmful to children or violative of third party privacy
rights; (iii) send or store material containing software viruses, worms, Trojan horses or
other harmful computer code, files, scripts, agents or programs; (iv) interfere with or
disrupt the integrity or performance of the Service or the data contained therein; or (v)
attempt to gain unauthorised access to the Service or its related systems or networks.

4. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide
by all applicable local, national and foreign laws, treaties and regulations in
connection with your use of the Service, including those related to data privacy,
international communications and the transmission of technical or personal data. You
shall: (i) notify Mobile Data Anywhere Pty Ltd immediately of any unauthorised use of any
password or account or any other known or suspected breach of security; (ii) report to
Mobile Data Anywhere Pty Ltd immediately and use reasonable efforts to stop immediately
any copying or distribution of Content that is known or suspected by you or your Users;
and (iii) not impersonate another Mobile Data Anywhere Pty Ltd user or provide false
identity information to gain access to or use the Service.

5. Account Information and Data

Mobile Data Anywhere Pty Ltd does not own any data, information or material that you
submit to the Service in the course of using the Service (”Customer Data”). You, not
Mobile Data Anywhere Pty Ltd, shall have sole responsibility for the accuracy, quality,
integrity, legality, reliability, appropriateness, and intellectual property ownership or
right to use of all Customer Data, and Mobile Data Anywhere Pty Ltd shall not be
responsible or liable for the deletion, correction, destruction, damage, loss or failure
to store any Customer Data. In the event this Agreement is terminated (other than by
reason of your breach), Mobile Data Anywhere Pty Ltd will make available to you a file of
the Customer Data within 30 days of termination if you so request at the time of
termination. Mobile Data Anywhere Pty Ltd reserves the right to withhold, remove and/or
discard Customer Data without notice for any breach, including, without limitation, your
non-payment. Upon termination for cause, your right to access or use Customer Data
immediately ceases, and Mobile Data Anywhere Pty Ltd shall have no obligation to maintain
or forward any Customer Data.

6. Intellectual Property Ownership

Mobile Data Anywhere Pty Ltd alone (and its licensors, where applicable) shall own all
right, title and interest, including all related Intellectual Property Rights, in and to
the Mobile Data Anywhere Pty Ltd Technology, the Content and the Service and any
suggestions, ideas, enhancement requests, feedback, recommendations or other information
provided by you or any other party relating to the Service. This Agreement is not a sale
and does not convey to you any rights of ownership in or related to the Service, the
Mobile Data Anywhere Pty Ltd Technology or the Intellectual Property Rights owned by
Mobile Data Anywhere Pty Ltd. The Mobile Data Anywhere Pty Ltd name, the Mobile Data
Anywhere Pty Ltd logo, and the product names associated with the Service are
trademarks of Mobile Data Anywhere Pty Ltd or third parties, and no right or license is
granted to use them.

7. Charges and Payment of Fees

Charges are monthly. You shall pay all fees or charges to your account in accordance with
the fees, charges, and billing terms in effect at the time a fee or charge is due and
payable. Payments for the service must be made monthly in advance unless otherwise
mutually agreed upon in an Order Form or through the Online Order Centre. All payment
obligations are non-cancellable and all amounts paid are non-refundable. You are
responsible for paying for all User licenses ordered for the entire License Term, whether
or not such User licenses are actively used. You must provide Mobile Data Anywhere Pty Ltd
with valid credit card or approved purchase order information as a condition to signing
up for the Service. An authorised License Administrator may add licenses by executing an
additional written Order Form or using the Online Order Centre. Added licenses will be
subject to the following: (i) added licenses will be coterminous with the pre-existing
License Term (either Initial Term or renewal term); (ii) the license fee for the added
licenses will be the then current, generally applicable license fee; and (iii) licenses
added in the middle of a billing month will be charged in full for that billing month.
Mobile Data Anywhere Pty Ltd reserves the right to modify its fees and charges and to
introduce new charges at any time, upon at least 30 days prior notice to you, which
notice may be provided by e-mail. All pricing terms are confidential, and you agree not
to disclose them to any third party.

8. Billing and Renewal

Mobile Data Anywhere Pty Ltd charges and collects monthly in advance for use of the
Service. Mobile Data Anywhere Pty Ltd will automatically issue an invoice for each month
upon receipt of payment. Mobile Data Anywhere Pty Ltd will automatically renew and bill
your credit card billing period on the subsequent anniversary or as otherwise mutually
agreed upon. The renewal charge will be equal to the then-current number of total User
licenses times the license fee in effect during the prior term, unless Mobile
Data Anywhere Pty Ltd has given you at least 30 days prior written notice of a fee
increase, which shall be effective upon renewal and thereafter. Fees for other services
will be charged on an as-quoted basis. Mobile Data Anywhere Pty Ltd’s fees are exclusive
of all taxes, levies, or duties imposed by taxing authorities, and you shall be
responsible for payment of all such taxes, levies, or duties.

You agree to provide Mobile Data Anywhere Pty Ltd with complete and accurate billing and
contact information. This information includes your legal company name, street address,
e-mail address, and name and telephone number of an authorised billing contact and
License Administrator. You agree to update this information within 30 days of any change
to it. If the contact information you have provided is false or fraudulent, Mobile
Data Anywhere Pty Ltd reserves the right to terminate your access to the Service in
addition to any other legal remedies.

If you believe your bill is incorrect, you must contact us in writing within 30 days of
the invoice date of the invoice containing the amount in question to be eligible to
receive an adjustment or credit.

9. Non-Payment and Suspension

In addition to any other rights granted to Mobile Data Anywhere Pty Ltd herein, Mobile
Data Anywhere Pty Ltd reserves the right to suspend or terminate this Agreement and your
access to the Service if your account becomes delinquent (falls into arrears). Delinquent
invoices (accounts in arrears) are subject to interest of 3.0% above the Australian
Reserve Bank base rate per month on any outstanding balance, or the maximum permitted by
law, whichever is less, plus all expenses of collection. You will continue to be charged
for User licenses during any period of suspension. If you or Mobile Data Anywhere Pty Ltd
initiates termination of this Agreement, you will be obligated to pay the balance due on
your account computed in accordance with the Charges and Payment of Fees section above.
You agree that Mobile Data Anywhere Pty Ltd may charge such unpaid fees to your deposit,
credit card or otherwise bill you for such unpaid fees.

Mobile Data Anywhere Pty Ltd reserves the right to impose a reconnection fee in the event
you are suspended and thereafter request access to the Service. You agree and acknowledge
that Mobile Data Anywhere Pty Ltd has no obligation to retain Customer Data and that such
Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

10. Termination upon Expiration/Reduction in Number of Licenses

This Agreement commences on the Effective Date. The Initial Term shall be for two years
or as otherwise mutually agreed upon in an Order Form, commencing on the date you agree
to pay for the Service by completing the subscription form, or on the start date of the
Order Form. Upon the expiration of the Initial Term, this Agreement will automatically
renew for successive renewal terms of one year, at Mobile Data Anywhere Pty Ltd’s then
current fees. Either party may terminate this Agreement or reduce the number of licenses,
effective only upon the expiration of the then current License Term, by notifying the
other party in writing at least 6 months prior to the date of the requested termination.
In the event this Agreement is terminated (other than by reason of your breach), Mobile
Data Anywhere Pty Ltd will make available to you a file of the Customer Data within 30
days of termination if you so request at the time of termination. You agree and
acknowledge that Mobile Data Anywhere Pty Ltd has no obligation to retain the Customer
Data, and may delete such Customer Data, more than 30 days after termination.

11. Termination for Cause

Any breach of your payment obligations or unauthorised use of the Mobile Data Anywhere Pty
Ltd Technology or Service will be deemed a material breach of this Agreement. Mobile
Data Anywhere Pty Ltd, in its sole discretion, may terminate your password, account or use
of the Service if you breach or otherwise fail to comply with this Agreement. You agree
and acknowledge that Mobile Data Anywhere Pty Ltd has no obligation to retain the Customer
Data, and may delete such Customer Data, if you have materially breached this Agreement,
including but not limited to failure to pay outstanding fees, and such breach has not
been cured within 30 days of notice of such breach.

12. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter
into this Agreement. Mobile Data Anywhere Pty Ltd represents and warrants that it will
provide the Service in a manner consistent with general industry standards reasonably
applicable to the provision thereof and that the Service will perform substantially in
accordance with the online Mobile Data Anywhere Pty Ltd help documentation under normal
use and circumstances. You represent and warrant that you have not falsely identified
yourself nor provided any false information to gain access to the Service and that your
billing information is correct.

13. Mutual Indemnification

You shall indemnify and hold Mobile Data Anywhere Pty Ltd, its licensors and each such
party’s parent organisations, subsidiaries, affiliates, officers, directors, employees,
attorneys and agents harmless from and against any and all claims, costs, damages,
losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or
in connection with: (i) a claim alleging that use of the Customer Data infringes the
rights of, or has caused harm to, a third party; (ii) a claim, which if true, would
constitute a violation by you of your representations and warranties; or (iii) a claim
arising from the breach by you or your Users of this Agreement, provided in any such case
that Mobile Data Anywhere Pty Ltd (a) gives written notice of the claim promptly to you;
(b) gives you sole control of the defence and settlement of the claim (provided that you
may not settle or defend any claim unless you unconditionally release Mobile Data Anywhere
Pty Ltd of all liability and such settlement does not affect Mobile Data Anywhere Pty
Ltd’s business or Service); (c) provides to you all available information and assistance;
and (d) has not compromised or settled such claim.

Mobile Data Anywhere Pty Ltd shall indemnify and hold you and your parent organisations,
subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless
from and against any and all claims, costs, damages, losses, liabilities and expenses
(including attorneys’ fees and costs) arising out of or in connection with: (i) a claim
alleging that the Service directly infringes a copyright, or a trademark of a third
party; (ii) a claim, which if true, would constitute a violation by Mobile Data Anywhere
Pty Ltd of its representations or warranties; or (iii) a claim arising from breach of
this Agreement by Mobile Data Anywhere Pty Ltd; provided that you (a) promptly give
written notice of the claim to Mobile Data Anywhere Pty Ltd; (b) give Mobile Data Anywhere
Pty Ltd sole control of the defence and settlement of the claim (provided that Mobile
Data Anywhere Pty Ltd may not settle or defend any claim unless it unconditionally
releases you of all liability); (c) provide to Mobile Data Anywhere Pty Ltd all available
information and assistance; and (d) have not compromised or settled such claim. Mobile
Data Anywhere Pty Ltd shall have no indemnification obligation, and you shall indemnify
Mobile Data Anywhere Pty Ltd pursuant to this Agreement, for claims arising from any
infringement arising from the combination of the Service with any of your products,
service, hardware or business process(s).

14. Disclaimer of Warranties

Mobile Data Anywhere Pty Ltd AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR
GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY,
ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. Mobile Data Anywhere Pty Ltd AND
ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE TIMELY,
UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE,
SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY
STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES,
INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET
YOUR REQUIREMENTS OR EXPECTATIONS, OR (E) THE SERVICE OR THE SERVER(S) THAT MAKE THE
SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL
CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS
AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW BY Mobile Data Anywhere Pty Ltd AND ITS LICENSORS.

15. Internet Delays

Mobile Data Anywhere Pty Ltd’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER
PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. MOBILE
DATA ANYWHERE PTY LTD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER
DAMAGE RESULTING FROM SUCH PROBLEMS.

16. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY
AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT
GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE
TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR
OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER
ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING
BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED
FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS
OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH
PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. Arbitration

Subject to the agreement of the parties, if any dispute or difference shall arise between
the Company and the Customer on any matter relating to or arising out of the Agreement,
such a dispute shall be referred to the arbitration of a single Arbitrator to be agreed
upon by the parties or failing agreement to be appointed by the then President of the Law
Society of Australia.

18. Proper Law and Jurisdiction

The Agreement shall be governed by and construed in accordance with the laws of
Australia. Any dispute concerning it or its interpretation shall be adjudicated in that
Jurisdiction.

19. Notice

Mobile Data Anywhere Pty Ltd may give notice by means of a general notice on the Service,
electronic mail to your e-mail address on record in Mobile Data Anywhere Pty Ltd’s account
information, or by written communication sent by first class mail or pre-paid post to
your address on record in Mobile Data Anywhere Pty Ltd’s account information. Such notice
shall be deemed to have been given upon the expiration of 48 hours after mailing or
posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent
by email). You may give notice to Mobile Data Anywhere Pty Ltd (such notice shall be
deemed given when received by Mobile Data Anywhere Pty Ltd) at any time by any of the
following: letter delivered by nationally recognized overnight delivery service or first
class postage prepaid mail to Mobile Data Anywhere Pty Ltd, PO BOX, 9494, Wynnum Plaza,
QLD, 4178.

20. Modification to Terms

Mobile Data Anywhere Pty Ltd reserves the right to modify the terms and conditions of this
Agreement or its policies relating to the Service at any time, effective upon posting of
an updated version of this Agreement on the Service. You are responsible for regularly
reviewing this Agreement. Continued use
of the Service after any such changes shall
constitute your consent to such changes.

21. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of Mobile
Data Anywhere Pty Ltd but may be assigned without your consent by Mobile Data Anywhere Pty
Ltd to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by
merger. Any purported assignment in violation of this section shall be void. Any actual
or proposed change in control of you that results or would result in a direct competitor
of Mobile Data Anywhere Pty Ltd directly or indirectly owning or controlling 50% or more
of you shall entitle Mobile Data Anywhere Pty Ltd to terminate this Agreement for cause
immediately upon written notice.