MATTR Customer Agreement

Definitions. In this Agreement, the following terms will have the meaning set out below:

Account means the account, and associated log-in details, you use to access the Services or Materials.

Affiliate means an entity controlled by a party, which controls a party or is under common control with a party. As used in this definition “control” and its variants means ownership of more than 50% of the voting equity of an entity.

Agent has the meaning given to it in clause 4.4.

Agreement means this Customer Agreement, together with all Order Forms and applicable Service Terms, Support Terms and DPA.

API means an application programming interface.

Confidential Information means all information (whether that information is oral, written or other physical or electronic form) obtained directly or indirectly from another party under or in connection with this Agreement, and which is marked or stated to be confidential or which by its nature is reasonably intended to be confidential. However, Confidential Information excludes information that: (i) is in the public domain, other than by breach of this Agreement; (ii) is in the possession of the recipient without any breach of confidentiality; or (iii) is independently developed by the recipient.

Content means software (including source and object code, machine images, code snippets and samples), data, metadata, instructions, reports, documents, text, audio, video, images and other materials.

Customer Agreement means clauses 1-20 of this MATTR Customer Agreement, excluding the Order Form and Service Terms.

Customer Application User means an individual user of applications you create, implement or operate using the Services or Materials, including:

1. onboarding or issuance portals, digital wallet or credential verifier apps created by, using or dependent upon our platform, APIs and/or software development kits (“SDKs”); and/or

2. Customised Apps or licensed MATTR apps provided for you as part of the Services or Materials.

Customer Representative means an individual (including any Agent) involved with your implementation or operation of the Services or Materials, including:

1. MATTR Users; and

2. other individuals whose information we process in connection with the maintenance or administration of the relationship between you and us.

Customer Representative Information means:

1. information about Customer Representatives that you provide us or is generated through the use of our Services or Materials. For example, names, usernames, phone numbers, email addresses and billing information associated with your Account; and

2. usage data related to your Account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics.

Customised App means a white labelled version of a MATTR web or mobile application, as may be specified in an Order Form.

Data Processing Agreement or DPA means the document with that title made available on the Site or as separately signed between us in connection with this Agreement.

Data Sub-processors means the sub-processors and service providers which we may use to process Your Content, as specified on the Data Sub-processor Page.

Data Sub-processor Page means: https://learn.mattr.global/docs/resources/terms/data-sub-processors.

Documentation means the user guides and admin guides (in each case exclusive of content referenced via hyperlink) for the Services located at https://learn.mattr.global (or any updated URL designated by us), as such user guides and admin guides may be updated by us from time to time.

End User means:

1. any individual acting on behalf of an Issuer, Verifier or Digital Trust Service Provider;

2. any Holder or Customer Application User; and/or

3. any other individual who directly or indirectly (i) uses Your Content or (ii) otherwise accesses, uses or benefits from the Services or Materials, including through services or materials you provide or support, and whether authorised by you or not,

provided that End User does not include a Customer Representative in their role as a Customer Representative.

Feedback means all ideas, suggestions, feature or roadmap requests, comments and other feedback that you provide to us.

Fees means all amounts owing by you under this Agreement for the Services and Materials, as specified in an Order Form.

Good Industry Practice means, in the performance of this Agreement, the exercise of the skill, diligence, prudence, foresight and judgment that would be expected from a skilled and experienced person engaged in such performance in the same or similar circumstances.

Holder means an individual who holds a verifiable credential processed directly or indirectly via the Services or Materials.

Intellectual Property means all intellectual property rights, including:

1. patents, designs, trademarks, service marks, copyright material or works, registered designs, database rights, domain name rights, trade names, symbols and logos (whether registered or unregistered); and

2. all formulae, methods, plans, data, drawings, specifications, characteristics, algorithms, source and object code, equipment, designs, inventions, discoveries, improvements, know-how, software, trade secrets and other proprietary information.

Issuer means a person or entity who issues verifiable credentials to a Holder directly or indirectly via the Services or Materials, including by using:

1. applications created by, using or dependent upon our platform, APIs and/or SDKs; and/or

2. applications or Customised Apps provided or licensed to you as part of the Services or Materials.

Law or Laws means:

1. any statute, regulation, bylaw, ordinance or subordinate legislation;

2. any binding court order, judgment or decree;

3. any binding order of any other governmental body; and

4. any applicable industry code, convention, policy or standard enforceable by law.

Losses means any claims, damages, losses, liabilities, costs, and expenses (including reasonable lawyers’ fees).

Materials means Content we or any of our Affiliates make available in connection with the Services or on the Site in connection with the Services, including APIs, SDKs, Customised Apps (other than Your Content included in such Customised Apps), Documentation, sample code, software libraries, command line tools, proofs of concept, prototypes, templates and other related technology (including any of the foregoing that are provided by our Personnel). Materials do not include the Services.

MATTR Marks means any trademarks, service marks, service or trade names, domain names, logos, and other designations of us and our Affiliates that we may make available to you in connection with this Agreement.

MATTR User means authorised users of Services and/or Materials provided by MATTR to you or capability derived from the Services and Materials (e.g. your Agents, developers, product teams, security teams who use the MATTR portal, service desk portal, MATTR APIs, MATTR GO Hold, MATTR SDKs etc). MATTR User does not include an End User in their role as an End User.

Order Form means an order for Services and/or Materials under this Agreement entered into in one of the following ways:

1. by you clicking to accept details for an order for Services and/or Materials via an online process we provide; or

2. by you and MATTR signing a written Order Form.

Except for the purposes of clause 2.1 of this Customer Agreement, an Order Form includes and incorporates those Service Terms set out or referred to in it.

Overdue Interest Rate means the “Business Overdraft Base Rate” of ANZ Bank New Zealand Limited (Base Rate) plus 1.5% per annum (or, if the Base Rate ceases to be published, such alternative rate as notified by us from time to time).

Personnel means, in respect of a person, its agents, officers, employees and contractors.

Region means the geographical location where we will primarily store and process Your Content as part of the Services as specified in an Order Form.

Service means a service described in an Order Form and includes any Materials specified to be provided as part of the supply of that Service.

Service Credit means the dollar credit that we may provide you in accordance with the Support Terms.

Service Terms means the terms specified as “Service Terms” in an Order Form that apply to particular Services and/or Materials and includes all Specifications or other documents incorporated by reference in those Service Terms.

Site means our websites at mattr.global and learn.mattr.global as may be updated by us from time to time, or any other site on which we provide Documentation or information in respect of the Services or Materials.

Specification means a description of Services and/or Materials we will provide to you. A Specification may be linked to from the Service Terms.

Support Terms means the Support Terms and Conditions specified or linked to in an Order Form.

Tax or Taxes includes any present or future tax, levy, impost, duty, rate, charge or fee imposed or levied by any government authority in any country, together with any related interest, penalties or charges, but does not include a tax imposed on or calculated by reference to overall net income.

Term means the period for which we will provide Services and/or Materials to you, as specified in an Order Form.

Termination Date means the date that this Agreement or an Order Form terminates (as applicable) in accordance with clause 13 or the terms set out in the applicable Order Form (as the context requires).

Third Party Credential Capability Provider means (i) a smart phone platform provider (“OEM Wallet”) with a native wallet application for storing digital credentials; (ii) third party providers of trust list information or security certificate verification details for digital credentials; (iii) third party providers of services enabling Verifiers access to an OEM Wallet; and (iv) other third parties providing services, software, data or inputs that we designate as a Third Party Credential Capability Provider in an Order Form.

Trial Access means (i) where we agree with you that we are providing you with access to certain of our Services and/or Materials for trial use only (including where you sign up for a free MATTR VII account on our website, or where you receive free trial access to our SDKs) or (ii) where we make available a sandbox environment for you or provide you any demo, beta, tech preview or prototype Services and/or Materials.

Verifier means a person or entity who verifies credentials directly or indirectly using the Services or Materials, including by using:

1. applications created by, using or dependent upon our platform, APIs and/or SDKs; and/or

2. applications or Customised Apps provided or licensed to you as part of the Services or Materials.

Working Days means any day other than Saturday, Sunday or a public holiday observed in Auckland, New Zealand.

Your Content means Content that you or End Users transfer to us for processing, storage or use in connection with the Services and/or Materials and any computational results derived through use of the Services and/or Materials. For clarity, Your Content includes Content that you or any End User stores with us in connection with our Services and/or Materials.

Your Marks means any trademarks, service marks, service or trade names, domain names, logos, and other designations of you or your Affiliates.

Interpretation. In this Agreement:

1. a reference to any document or Law includes a reference to it as amended or replaced;

2. headings do not affect the meaning or construction of the Agreement;

3. the word “includes” or “including” and similar terms do not limit the meaning of preceding words;

4. a reference to a person includes a corporation sole and also a body of persons, whether corporate or unincorporated;

5. the singular includes the plural and vice versa; and

6. any rule of construction or legal decision that would require interpretation of this Agreement against the party that drafted it is not applicable and is waived.

Structure of Agreement. The terms and conditions of this Customer Agreement apply to all Services we provide to you. The contract between you and us in respect of any Services is made up of:

1. one or more Order Forms (including, for clarity, Order Forms that have been accepted by you through an online ordering process), referencing this Customer Agreement;

2. Service Terms referred to in, or incorporated into, an Order Form, including the Support Terms and any Specifications or other documents linked to in those Service Terms;

3. this Customer Agreement, which applies to all Services and/or Materials supplied by MATTR to you; and

4. the DPA.

Priority. If there is any conflict or ambiguity between any document or part of document comprising this Agreement, they will be interpreted in descending order of priority as set out in clause 2.1. If there is any conflict or ambiguity between two documents given the same priority in clause 2.1, the later in time will be given priority.

Order Forms.

1. The Service(s) and/or Materials we will provide to you are set out in Order Forms.

2. Any services, software and/or hardware not expressly specified in an Order Form are out of scope.

3. Order Forms may be entered into with a reseller rather than directly with us. If that is the case your obligation to pay the Fees will be to the reseller rather than to us. All other obligations of this Agreement will apply directly between you and us.

Order Form Term. We will provide the Services and/or Materials to you for the Term specified in the Order Form.

Duration of Customer Agreement. This Customer Agreement is effective from the earlier of: (i) the date this Customer Agreement is agreed by both parties; or (ii) the date you otherwise access or use any of the Services or Materials. It will continue until all Order Forms and this Customer Agreement are terminated. If all Order Forms have terminated, either party may terminate this Customer Agreement without cause on 30 days’ notice in writing to the other party.

General Supply commitments. We will supply the Services to you:

1. in accordance with (i) the applicable Order Form and Service Terms; and (ii) this Customer Agreement;

2. in accordance with Good Industry Practice;

3. where no specific timeframe is provided in this Agreement, within a reasonable time;

4. with reasonable care and skill, using suitably qualified Personnel;

5. in accordance with Laws that apply to our business as a provider of IT products and services; and

6. in accordance with any Service quality requirements expressly specified in this Agreement.

Open Source Components. We may use software provided by a third party and licensed on open source terms (“Open Source Components”) in the Services and/or Materials, provided that we ensure we do not incorporate any Open Source Components subject to a Copyleft Licence in Materials provided to you. “Copyleft Licence” means any version of the GNU General Public Licence (“GPL”), including GPL v2, GPL v3, the AGPL and LGPL, or other open source licence terms that contain equivalent copyleft provisions to the GPL.

Third Party Credential Capability Providers. Use of the Services and/or Materials in connection with data, inputs or applications from a Third Party Credential Capability Provider is not included in an Order Form except to the extent expressly stated. If we do permit use with a Third Party Credential Capability Provider, it may be subject to: (i) application and approval by the Third Party Credential Capability Provider of you and each of your customers, (ii) additional Fees or charges; and (iii) you and/or your customers agreeing to certain additional terms and conditions with us and/or the Third Party Credential Capability Provider. You are solely responsible for providing full and accurate details of your and/or your customer’s business to support any application to the Third Party Credential Capability Provider, paying any additional Fees or charges and for accepting (and procuring that your customers accept) any additional terms and conditions. We are not responsible for the contents of your application or the application of any of your customers, any refusal of the Third Party Credential Capability Provider to permit your proposed use, or for ensuring that you and your End Users comply with additional terms and conditions. Any services, materials, data or inputs provided by a Third Party Credential Capability Provider will be provided subject to the additional terms and conditions agreed by you, provided that our liability to you in respect of the Third Party Credential Capability Provider remains subject to the limitations of liability in this Agreement.

Use of Agents. Subject to clause 8.3, you may appoint agents or IT service providers (Agents) to exercise your rights and act on your behalf in respect of the Services and/or Materials provided under this Agreement. If you choose to do this, you must ensure Agents comply with this Agreement and are responsible for the acts or omissions of such Agents.

Variations to this Agreement. Except as set out below, any variations to this Agreement will be agreed in writing by the parties.

Fees.

1. For Fees calculated by reference to hourly or daily rates of our Personnel, we may change such hourly or daily rates on each anniversary of the signing of an Order Form.

2. For fixed Fees or subscription charges, we may propose an increase to such Fees to take effect after the expiry of the initial fixed term of any Order Form (that is, prior to any renewal of that Order Form).

Support Terms and DPA. We may propose changes to the Support Terms or DPA to take effect after the expiry of the initial fixed term of any Order Form (i.e. that is, the changes will apply only on any renewal of the Order Form).

Service Changes. We may make changes to the Services and/or Materials provided to you under an Order Form from time to time, provided that:

1. the Services and/or Materials continue to substantially comply with the applicable Order Form and Service Terms; and

2. the core functionality of the Service and/or Materials is not materially diminished.

Retired and End of Life. We will update and replace functionality in respect of the Services and/or Materials (including our APIs) in accordance with the process set out in the Support Terms, which specifies how we will retire and make end of life former versions and how we handle breaking changes.

Critical changes. Despite any other provision of this Agreement, we may make changes to the Services and/or Materials, DPA or any Support Terms without notice to:

1. address or avoid a security or Intellectual Property risk to us or the Services or Materials;

2. avoid any violation of any Law or reflect any regulatory change; or

3. maintain the security and availability of the Services or Materials.

Data security. Without limiting (i) clause 16; (ii) your obligations under clause 8; or (iii) any specific security obligations set out in an Order Form, we will maintain an information security programme (including the adoption and enforcement of internal policies and procedures) designed to:

1. protect the Services, Materials and Your Content against accidental or unlawful loss, access, modification or disclosure;

2. identify reasonably foreseeable risks to security and unauthorised access; and

3. minimise security risks, including through regular risk assessments and testing.

Data region. An Order Form may specify a Region in respect of Your Content. Where a Region is specified in an Order Form, you agree that we will process Your Content in that Region and any other locations set out in an Order Form, provided that:

1. certain types of data may be provided to our Data Sub-processors pursuant to clause 6.3 below, at the location specified on the Data Sub-processor Page; and

2. where necessary in connection with providing the Services or administering this Agreement, our Personnel in another location (for example, New Zealand) may access Your Content as stored within the Region or where the systems of our Data Sub-processors are located.

Data sub-processors. In connection with providing the Services and/or Materials, we may provide Your Content to our Data Sub-processors for the specified purposes on the Data Sub-processor Page. We will ensure we have appropriate contract terms in place with each Data Sub-processor. We may from time to time change our Data Sub-processors or add new Data Sub-processors. We will follow the process set out in the DPA re any changes to Data Sub-processors which process personal information.

Data minimisation. In respect of any transfer of Your Content outside a Region, we will adhere to data minimisation principles, transferring only the minimum amount of Your Content needed for the applicable purpose, with any personal information first minimised, removed or anonymised where practicable.

Data access. We will not access or disclose Your Content except as is necessary or required to:

1. maintain or provide the Services and Materials;

2. comply with the Law or legal processes, or to exercise, establish or defend our legal rights (and if we are allowed to, we will notify you of any request to disclose); or

3. mitigate potential negative implications of a disaster or security incident (as determined by us) which may include transfer of your data to a different location within the Region if one is available.

Derived Data and Anonymised Statistical Data. When you use our Services and/or Materials, we may generate operational and statistical data (such as performance metrics, usage statistics, success and failure rates, risk signals, and operational, security and compliance analytics) based on your use of the Services and/or Materials and the data processed through them, including through aggregation (“Derived Data”). We will use Derived Data to support delivery of the Services and/or Materials to you and other operational purposes in connection with such delivery, including monitoring acceptable use, security, compliance and risk monitoring. To the extent the Derived Data has been anonymised such that it does not identify you or any individuals, we may also use it to improve our Services and/or Materials and develop new services or product offerings, identify business trends or provide anonymous reporting of overall MATTR system performance, volume and uptime.

DPA. Each party will comply with its obligations under the DPA.

Confidentiality. Each party must keep confidential all Confidential Information of the other party, except to the extent that:

1. the recipient needs to disclose the Confidential Information to its professional advisors, provided that the recipient’s professional advisors are contractually required themselves to keep the Confidential Information confidential;

2. disclosure is required by Law or a Stock Exchange requirement, in which case, the recipient of the Confidential Information must promptly, where possible and permitted by Law, notify the discloser and only disclose the portion of Confidential Information necessary to satisfy the requirement; or

3. the recipient needs to disclose the Confidential Information to its Personnel to perform its obligations and exercise its rights under this Agreement.

Protection of Confidential Information. Without limiting clause 7.1, each party must take reasonable steps in accordance with Good Industry Practice to protect the confidentiality of the other party’s Confidential Information.

Return or destruction of Confidential Information. Subject to clause 7.4, following expiration or termination of this Agreement, or upon request, each party will return or destroy the other party’s Confidential Information within a reasonable period.

Retention of Confidential Information. Despite clause 7.3, each party may retain copies of Confidential Information for its record keeping purposes, for any purposes relating to the performance or enforcement of this Agreement or that party’s rights under it, as required by Law, that are preserved by the usual operation of the party’s information systems and processes or that also relate to continuing supply of any Services, provided that clause 7.1 will continue to apply to that Confidential Information.

Publicity. Subject to clause 7.1(b) and without limiting clause 7.1(b) or 7.6, neither party will make public announcements or statements in relation to this Agreement without the other party’s prior consent (which neither party will unreasonably withhold).

Reference to Customer. We may acknowledge that you are a MATTR customer and use Your Marks (in accordance with any reasonable guidelines you have provided to us) in any press release, marketing, sales, proposal or Stock Exchange reporting materials, including by featuring your name and/or logo on our website.

General responsibilities. You must:

1. ensure that Your Content, and its use (including by End Users) complies with this Agreement and all applicable Laws and is accurate, complete and not misleading;

2. use and configure the Services, Materials and any integration, portals, mobile applications or user interfaces that you create that interact with the Services and/or Materials in accordance with the Documentation;

3. provide information, co-operation and assistance to us and our Personnel on reasonable request and make suitable Personnel available to attend meetings, answer questions and make decisions in a timely fashion;

4. comply with our reasonable directions in connection with the security and integrity of the Services;

5. only use Services and Materials within the restrictions and limitations specified in the applicable Service Terms; and

6. comply with any of your other responsibilities as set out in an Order Form.

Trial Access. We may provide you with Trial Access to Services and/or Materials. To the extent you are receiving Trial Access, either party may terminate that Trial Access for convenience at any time. Any Services and/or Materials provided via Trial Access are provided solely on an “as is” and “as available” basis and clauses 4.1 and 16.1 do not apply. You agree that we may not meet the service levels specified in the Support Terms and you will not be eligible for Service Credits in respect of Trial Access. We may do any of the following in respect of Services and/or Materials provided via Trial Access: (i) vary the Services and/or Materials at any time (including by making breaking changes, or changes that materially diminish the functionality you receive) without notice to you; (ii) remove, replace, retire or make end of life any part of the Services and/or Materials without notice to you and without complying with the Support Terms, (iii) suspend your access to all or any part of the Services and/or Materials without cause; (iv) amend the terms of this Customer Agreement, the Support Terms and the DPA immediately on notice in writing to you. The indemnity in clause 15.2 does not apply to any Services and/or Materials provided via Trial Access. You must not use Services and/or Materials provided via Trial Access in production, for any commercial use or with any of your Confidential Information or personal information of real individuals without our express prior consent. The provisions of this clause 8.2 apply in respect of Trial Access notwithstanding any other provisions of this Agreement.

Services requiring access credentials. If a Service involves the use of access credentials (such as passwords, private keys, API keys, third party secrets for access to claim sources or other secrets) by you or your Customer Representatives or End Users, you are responsible for protecting such credentials against unauthorised use or disclosure and you must not sell, share, transfer or sub-licence them except:

1. to the extent that we permit in writing (which we may permit subject to conditions); and

2. that you may disclose credentials to your Personnel performing work on your behalf.

Your Account. Except to the extent caused by our breach of this Agreement:

1. you are responsible for all activities that occur under your Account, regardless of whether the activities are authorised by you or undertaken by you, your Personnel, Agents, Customer Representatives, End Users or a third party; and

2. we and our Affiliates and Personnel are not responsible for unauthorised access, interference or modification to your Account, or any unauthorised access, modification, loss or disclosure of Your Content or personal information or other data in your Account.

End Users. You are responsible for Customer Representatives’ and End Users’ use of Your Content, the Services and the Materials. You must ensure all End Users comply with the terms of this Agreement and agree to terms that are consistent with this Agreement. We do not have to provide any support or services to End Users unless we have a separate agreement with you or them for the provision of such support or services or are required to support them by Law (e.g. with access to personal information).

Failure to meet your obligations. We will not be responsible for any failure to meet or delay meeting our obligations under this Agreement to the extent caused or contributed to by:

1. your failure to comply with your obligations under this Agreement or failure to provide timely input or decisions or take appropriate action; and/or

2. your information, material, input or decisions,

each an “Excused Event”. You are still responsible for paying the Fees for a period affected by an Excused Event.

Illegal, harmful, or offensive use or content. You must not use, or encourage, promote, facilitate or instruct others to use, the Services or Materials in a manner that is illegal, harmful, fraudulent, offensive or that infringes on the right of any person, or to transmit, store, display, distribute or otherwise make available Content that we consider to be illegal, harmful, fraudulent, or offensive.

Malware. You must not use the Services or Materials to host or distribute any Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any communication, network, system, software application, network or computing device or data (including viruses, Trojan horses, worms, time bombs, cancelbots and other malware).

Unauthorised access. You must not access or use the Services or Materials to threaten, attempt to, or engage in conduct that would violate the security or integrity of (including through a malicious act), or otherwise gain unauthorised access to, any communication, network, system, software application, network or computing device or data.

Network interference. You must not threaten, attempt, or engage in, conduct that is likely to interfere with, pose a security risk to, or adversely impact our systems, Services, Materials or Site, including the Content of our customers and their use of our Services, Materials or Site. For clarity, this includes making network connections to any system or network (unless you have permission to do so), monitoring or crawling systems or networks in a way that impairs or disrupts them, denial of service attacks, intentionally interfering with any system or network, or using any means to avoid usage limitations and restrictions placed on the Services, Materials, Site or any other system or network.

Licence restrictions. You must not, and must not permit End Users to, access or use the Services or Materials in any manner or for any purpose other than as expressly permitted by this Agreement. You must not and must ensure End Users do not:

1. modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Services or Materials (except to the extent Content is provided to you under a separate licence that expressly permits the creation of derivative works);

2. reverse engineer, disassemble, or decompile the Services or Materials or apply any other process or procedure to derive the source code of any software included in the Services or Materials (except to the extent applicable Law doesn’t allow this restriction);

3. access or use the Services or Materials in a way intended to avoid incurring fees, bypass usage limits or bypass quotas.

Monitoring and enforcement. We may, but are not obliged to, investigate any violation of this clause or any other misuse of the Services or Materials. We may report any activity that we suspect violates any Law to law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing Customer Representative Information. We also may cooperate with law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of suspected or actual illegal conduct by providing network and systems information related to alleged violations of this Agreement or the Law.

Fees. You must pay us the Fees specified in an Order Form. Unless otherwise expressly stated in an Order Form: (i) payment of Fees is not conditional on acceptance or use of any Services or Materials; and (ii) any reference to a monetary amount is a reference to United States Dollars.

Invoicing. We will issue invoices to you in respect of the Fees as specified in the Order Form. You must pay invoices by the date specified in the Order Form, or if no date is specified, by the 20th of the month following the month in which the invoice is received.

When charging starts. We may begin charging you at the date specified in an Order Form even if you do not start consuming the relevant Service or Materials at the time charging is permitted to start.

Late payment. You must pay all Fees by the due date without any set-off, counterclaim, deduction or other withholding. We may charge you interest at the Overdue Interest Rate on any unpaid Fees from the date such unpaid Fees became due until the date payment is received into our account in cleared funds. However, if the Overdue Interest Rate exceeds the maximum permitted legal interest rate, the interest chargeable will be reduced to reflect the maximum permitted legal interest rate.

Fees exclusive of Taxes. Our Fees exclude all Taxes, including any applicable GST, VAT or other sales taxes. If we are liable for any Taxes in respect of the provision of the Services or Materials or any other supply we make under this Agreement, you will pay us, in addition to and at the same time as our Fees, an amount equal to the amount of such Tax, subject to receipt of a tax invoice (if applicable).

Withholding Tax. If:

1. you are required by Law to make any deduction or withholding from any amount payable to us under this Agreement; or

2. we are required by Law to pay any Tax in relation to any amount receivable by us under this Agreement,

you must pay to us such additional amounts as are necessary so that, after making the deduction, withholding or payment, the net amount received by us is equal to the amount we would have received had no such deduction, withholding or payment been made.

Termination for cause. Either party may terminate this Agreement if the other party:

1. is in material breach of this Agreement and the breach remains uncured for a period of 30 days from receipt of written notice by the other party; or

2. has ceased to operate in the ordinary course of business, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any insolvency, bankruptcy, reorganisation, liquidation, dissolution or similar proceeding.

Immediate termination by us. We may also terminate this Agreement or any Order Form immediately upon notice to you if we are subject to any changes to Taxes, tariffs, export controls or Laws that make it technically or commercially burdensome for us to continue providing the affected Services or Materials to you, provided we have first given you notice of the change and the parties are unable to agree a variation to this Agreement within 30 days of such notice.

Effect of termination. Upon the Termination Date of this Agreement or any Order Form:

1. except as provided in clause 13.4, all your rights under this Agreement or the applicable Order Form with respect to affected Services and Materials immediately terminate;

2. you remain responsible for all Fees you have incurred for affected Services and/or Materials until the Termination Date and post-termination under clause 13.4;

3. you will delete or destroy all applicable Materials in your possession; and

4. clauses 1, 7, 8.4(a), 10, 13, 14 (except the licence granted to you in clause 14.4), 15, 16, 17, 18 and 20 and the DPA will continue to apply in connection with the affected Services and Materials.

Use after Termination Date. For any use of the Services or Materials after the Termination Date, your obligations under this Agreement will apply, and you will pay any applicable Fees.

Your Content. You own Your Content. When you transfer Your Content into our Services, you grant us a non-exclusive, transferable and sublicensable licence to use, copy, communicate, transmit, store, analyse, adapt and back up all transferred data to provide the Services and Materials to you and End Users.

Adequate rights. You represent and warrant to us that:

1. you or your licensors own all right, title, and interest in and to Your Content and Feedback, including to Intellectual Property; and

2. you have all rights in Your Content and Feedback necessary to grant the rights contemplated by this Agreement and permit End Users to use Your Content via the Services and/or Materials.

MATTR IP. Despite any other provision of this Agreement, we or our licensors own all rights, title, and interest (including Intellectual Property) in and to:

1. the Services, Site, the MATTR Marks and Materials; and

2. any changes, updates or improvements to the Services, Site, MATTR Marks and Materials over the course of this Agreement, including (i) where made by us in the course of providing Services to you or (ii) where we have outlined certain changes we intend to make with you, discussed changes with you, and/or asked for your Feedback.

Your licence to use our Services. We grant you a non-exclusive, non-transferable licence to access and use the Services and Materials for the Term in accordance with this Agreement.

Onward distribution. You must not resell, sublicense or otherwise make available to third parties the Services or Materials except to the extent expressly permitted under a separate licence or in an Order Form or applicable Service Terms. This will not restrict you from using Agents to act on your behalf in respect of the Services and Materials pursuant to clause 4.4.

MATTR Marks. You may only use the MATTR Marks with our prior written permission and in accordance with any trademark usage guidelines that we have published on the Site or otherwise notified to you.

Feedback. You are not obliged to provide Feedback to us or our Affiliates. If you do so:

1. we and our Affiliates may use, disclose, modify or develop the Feedback for any purpose without restriction and without attribution or compensation to you or any other person; and

2. you irrevocably assign to us all right, title, and interest in and to the Feedback and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Feedback.

Know-how. Without limiting our obligation to maintain the confidentiality of your Confidential Information in accordance with clause 7, our Personnel will retain and may re-use techniques, ideas, concepts, information or know-how relating to methods or processes of general application obtained in the course of providing the Services and Materials to you.

End User claims. You will indemnify us and our Affiliates in respect of all Losses arising out of any third-party claim against us by any End User.

The Services. Subject to the limitations in this clause 15, we will defend you and your employees, officers, and directors against any third-party claim alleging that the Services infringe or misappropriate that third party’s Intellectual Property, and will pay the amount of any adverse final judgment or any settlement agreed by us.

Your Content. Subject to the limitations in this clause 15, you will defend us, our Affiliates, and our and their respective Personnel against any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s Intellectual Property, and will pay the amount of any adverse final judgment or settlement agreed by you.

Exclusions. We will have no obligations or liability to you under clause 15.2 arising out of or in connection with:

1. modification of the Services or Materials by anyone other than us or our Affiliates;

2. combination, operation or use of the Services or Materials with any other goods, software, product, data or services not provided by us; or

3. you, or any Customer Representative’s or End User’s use of the Services or Materials after we have notified you to discontinue such use.

The remedies provided in this clause 15 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of Intellectual Property by the Services or by Your Content.

Remediation. For any claim covered by clause 15.2 we will, at our option, either:

1. procure the rights to use that portion of the Services alleged to be infringing;

2. replace the alleged infringing portion of the Services with a non-infringing alternative;

3. modify the alleged infringing portion of the Services to make it non-infringing; or

4. terminate the allegedly infringing portion of the Services or this Agreement or both (as applicable).

Process. The party seeking defence or indemnity under this clause 15 must:

1. give the other party prompt written notice of the claim;

2. not make any admission and must not purport to settle the claim without the other party’s prior written consent;

3. permit the other party to control the defence and settlement of the claim; and

4. reasonably cooperate with the other party (at the other party’s expense) in the defence and settlement of the claim.

Specification. We warrant that the Services and Materials will substantially comply with the applicable Specification set out in the Service Terms.

Exclusion of warranties. To the maximum extent permitted by law, no warranties apply to the Services and/or Materials other than those expressly set out in this Agreement. Except to the extent prohibited by Law (or to the extent statutory rights cannot be excluded or waived):

1. we and our Affiliates and licensors exclude all implied or statutory warranties, including any warranties arising out of any course of dealing or usage of trade regarding the Services and/or Materials; and

2. the Services and/or Materials are not provided subject to any warranties: (i) of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment; (ii) that the Services and/or Materials will be uninterrupted, error free or free of harmful components; or (iii) that any Content will be secure or not otherwise lost or altered.

However, see clause 17.5.

Limitation. Subject to clauses 17.2-17.4, in no case will each party and its Affiliates’ and licensors’ aggregate liability under this Agreement to the other party exceed the amount you actually pay us under this Agreement for the Service or Materials that gave rise to the claim during the 12 months before the liability arose.

Matters outside liability cap. The limitation of liability in clause 17.1 does not apply to liability arising out of or in connection with any of the following:

1. fraud or wilful misconduct;

2. your obligation to pay us under clauses 10 or 11;

3. our obligations under clause 15.2 and your obligations under clause 15.3;

4. infringement or unauthorised use of our Intellectual Property;

5. any indemnity by you under this Customer Agreement; and

6. either party’s liability for breach of the DPA or clause 7, provided that our total aggregate liability to you for breach of the DPA or clause 7 will instead be limited to 3 times the total Fees payable in the 12 months prior to the first event giving rise to liability.

Exclusion. Neither party nor its Affiliates will be liable to the other party under or in connection with this Agreement for (i) any indirect or consequential loss; or (ii) loss of profits, revenues, customers, opportunities, goodwill, use, or data or for any exemplary damages. In addition, we will not be liable to you for any compensation, reimbursement or damages arising out of or in connection with your inability to use the Services or Materials as a result of: (iii) this Agreement or your use of or access to the Services or Materials being terminated or suspended in accordance with this Agreement; or (iv) downtime or unavailability of any part of the Services or Materials, except as expressly stated in our Support Terms. However, see clause 17.5.

Recovery of data. Our liability for loss of or damage to Your Content stored on our platform is limited to taking reasonable steps to recover the affected data from our available backups within the applicable Region.

Application of Law. The exclusions and limitations set out in this clause 17 apply only to the maximum extent permitted by applicable Law. In some places, like New Zealand and Australia, there may be non-excludable warranties, guarantees or other rights provided by Law (Non-excludable Consumer Guarantees). They still apply – these terms do not exclude, restrict or modify them. Our liability for breach of a Non-excludable Consumer Guarantee is limited, at our option (and subject to clause 17.1), to either re-performing, refunding, replacing or paying the cost of replacing the relevant service (unless the Non-excludable Consumer Guarantee says otherwise, in which case it is limited to the greatest extent allowed by the Non-excludable Consumer Guarantee).

Proportionality and mitigation. Each party’s liability for any Losses suffered by the other party under or in connection with this Agreement will be reduced proportionally to the extent the other party contributed to such Losses. Each party must take reasonable steps to mitigate any Losses that it may suffer under or in connection with this Agreement.

Addressing your concerns. Most concerns can be resolved quickly and to everyone’s satisfaction by contacting our support team. If we are unable to resolve your complaint to your satisfaction (or if we haven’t been able to resolve a dispute we have with you after attempting to do so informally), you and we agree to resolve those disputes through binding arbitration in accordance with clause 18.2.

Arbitration. Any dispute or claim arising out of or in connection with this Agreement or the Services will be resolved by binding arbitration using a sole arbitrator administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre. The arbitration will be conducted in Auckland, New Zealand using the English language.

Urgent relief. Nothing in this Agreement will prevent either party seeking or obtaining any order or relief by way of injunction or declaration or other equitable or statutory remedy against the other party where that party believes such order or relief is necessary for the urgent protection of its rights or property, including Intellectual Property.

Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any inconsistency.

Giving notices. We may provide notice to you under this Agreement by sending a message to the email address specified in an Order Form or otherwise associated with your Account. Any notice you send to us must be sent to accounts@mattr.global. Notices will be effective upon receipt into the relevant inbox, provided that if received after 5 PM (NZST or NZDT, as applicable) on a Working Day, they will be deemed received at 9 AM (NZST or NZDT, as applicable) on the next Working Day.

No poaching. For the duration of this Agreement and for 6 months after its termination, you must not directly or indirectly solicit or offer employment or a contract for services to our Personnel.

Assignment. Except as permitted by this clause 20.2, neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party. A party may assign its rights and obligations under this Agreement by notice in writing without consent:

1. in connection with a merger, acquisition or sale of all or a substantial part of its assets; or

2. to an Affiliate as part of a corporate reorganisation,

provided in each case the transferee's ownership or location does not create a material security, sanctions or regulatory risk for the other party (acting reasonably). If the transferee is a direct competitor of the other party, the other party may terminate this Agreement on 30 days' written notice.

Entire agreement. This Agreement is the entire agreement between you and us regarding its subject matter. It supersedes all prior or contemporaneous representations, understandings, agreements, or communications.

Force majeure. We will not be liable for any delay or failure to perform an obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labour disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications or cloud infrastructure failures, earthquake, storms or other elements of nature, epidemics, pandemics, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

Governing Law. This Agreement will be governed by the Laws of New Zealand. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Export control. Each party will comply with export control and sanctions Laws applicable to it. You are solely responsible for your compliance with applicable Laws in relation to how you implement, configure and use the Services and/or Materials, including the transfer and processing of Your Content and use by End Users. You must not use our Services or Materials in violation of any export or trade embargo laws that apply to you. You warrant you are not subject to export controls or sanctions or designated on any list of prohibited or restricted parties maintained by the United Nations Security Council, the European Union or its Member States, the United States, New Zealand or other applicable government authority.

Our relationship with you. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture or employment relationship. Except as expressly provided in this Agreement, neither party is an agent of the other.

Third-Party beneficiaries. This clause 20.8, clause 20.9 and the terms set out in clause 15 relating to indemnified third parties and the references in this Agreement to our Affiliates, licensors, service providers and suppliers are expressed for the benefit of those persons. Otherwise, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

You may only make claims against us. Where you have any claim arising out of or in connection with the Services, Materials or this Agreement, you may only make that claim directly against us (and not against any of our Personnel, Affiliates, licensors, service providers and suppliers). None of our Affiliates, licensors, suppliers and service providers (or their Personnel), will be liable to you or required to compensate you for any Losses of any kind that you may suffer in connection with the Services, Materials or this Agreement.

Non-exclusive. Nothing in this Agreement implies an obligation of exclusivity on us. We may provide similar products or services to other customers.

No waiver. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision or any other provision at a later time. All waivers by us must be in writing to be effective.

Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to give effect to the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and effect.