Terms of Use

RECITALS

A. RMT has developed the Software and the ChemAlert Service to assist its customers with their chemical management processes.

B. The Client wishes to obtain a license from RMT for the Authorized Users to have web-based access to and to use the Software via the ChemAlert Service.

C. RMT has agreed to provide the Client with the following during the Term in accordance with the terms and conditions of this Agreement:

(a) web-based access to the Software located on the Server;

(b) a non-transferable, non-exclusive license to use the Software; and

(c) various other services comprised in the ChemAlert Service or ancillary thereto..

OPERATIVE PART

1. DEFINITIONS AND INTERPRETATION

1.1. Definitions

In this Agreement, including the Recitals and the Schedule, the following terms will have the following meanings unless the contrary intention appears.

If no Schedule is attached to these Terms, then each of the below terms, which refer to being defined in an Item of the Schedule, will be as defined in the Proposal instead, unless otherwise agreed between the parties in writing.

‘Additional Services’ means the services described in Item 12 of the Schedule.

‘Agreement’ means these Terms and Conditions and the Schedule thereto, as may be varied from time to time by written agreement between the parties.

‘AI Functionality’ means any third party artificial intelligence functionality which RMT may provide online access to from time to time, being a machine- based system developed by third parties, which, for explicit or implicit objectives infers from the input it receives how to generate outputs such as content, predictions, recommendations or decisions.

‘AI Output’ means output generated by the Client’s use of the AI Functionality.

‘Authorized Users’ means the persons specified in Item 7 of the Schedule.

‘Business Hours’ means the hours of 6.30am to 5.30pm WST Monday to Friday, excluding national public holidays.

‘Change of Control’ means a change in the beneficial ownership of, or entitlement to, more than 50 percent of the voting shares of the Client, any direct or indirect sale or transfer of substantially all of the assets of the Client, or a determination and declaration by the Client’s board that a change of control has occurred.

‘ChemAlert Mobile App’ means ChemAlert’s mobile application software product, which enables connectivity between Mobile Devices and the ChemAlert Service.

‘ChemAlert Mobile App Terms’ means the terms and conditions governing the use of the ChemAlert Mobile App, as contained within the ChemAlert Mobile App, as available on the app store when the Client or its Authorized Users, as applicable, obtained the ChemAlert Mobile App, or as otherwise provided to the Client by RMT, as such terms may be updated from time to time.

‘ChemAlert Service’ means RMT’s ChemAlert SaaS offering pursuant to which the Client is provided with:

(a) online access to the Software hosted by RMT or its agent;

(b) the support and maintenance services set out in this Agreement; and

(c) scientific support in respect of the Client’s ChemAlert usage.

‘ChemAlert User Guide’ means the user guide provided online with the ChemAlert Service.

‘Client’ means the party named in Item 1 of the Schedule.

‘Client Data’ means:

(a) all data provided by the Client to RMT; and

(b) any data created or compiled by RMT for the Client, which data the parties have agreed in writing is to belong to the Client.

‘Commencement Date’ means the date specified in Item 2 of the Schedule.

‘Confidential Information’ means information provided by one party to the other under this Agreement and that is designated in writing as confidential, that reasonably appears to be confidential due to the nature of the information or circumstances of disclosure, or that is customarily considered confidential between business parties, such information not being in the public domain at the time of its disclosure by the owner.

‘Documentation’ means the ChemAlert User Guide and any other documentation provided to the Client by RMT in respect of the ChemAlert Service.

‘Emergency Support’ means the support described in Clause 11.4.

‘Fees’ means the fees payable in respect of the license of and access to the Software by the Client and the provision of the ChemAlert Service by RMT, as specified in Item 6 of the Schedule.

‘GST’ means any goods or services tax, charge, impost or duty payable at law in respect of this Agreement or in respect of the supply of any goods or service made under or in respect of this Agreement.

‘Initial License Period’ means the period specified in Item 4 of the Schedule. ‘Intellectual Property Rights’ means all intellectual property rights, including rights of ownership of:

(a) patents, copyright, circuit layout rights, designs, trademarks, trade secrets and confidential information; and

(b) any application or right to apply for any of the rights referred to in paragraph (a).

‘License’ means the license granted pursuant to Clause 3.1.

‘Location’ means the location specified in Item 8 of the Schedule.

‘Maintenance Services’ means the services described in Clause 10.

‘Mobile Device’ means a portable computing device.

‘party’ or ‘parties’ means a party or the parties to this Agreement.

‘Personal Information’ means any information that relates to, or can be used to identify, a specific person such as a person’s name, mailing address, personal email address, phone number, or medical records.

‘Proposal’ means RMT’s written offer (by way of written proposal or tender response) to provide the Software and ChemAlert Service to the Client which offer has been accepted by the Client in writing or by way of placing a purchase order or making a payment to RMT for the ChemAlert Service.

‘Renewal Period’ means the period specified in Item 5 of the Schedule.

‘Research Reports’ means RMT’s researched ChemAlert reports to be provided to the Client asspecified in Item 10(a) of the Schedule.

‘Research Report Additions’ means RMT’s additional researched ChemAlert reports for each SDS Addition as specified in Item 10(b) of the Schedule.

‘Research Report Addition Fees’ means the fees to be paid by the Client to RMT in respect of requested Research Report Additions as specified in Item 10(b) of the Schedule.

‘Schedule’ means the schedule:

(a) attached to these Terms and Conditions; or

(b) if not attached to these Terms and Conditions, as contained in the Proposal.

‘SDS’ means a chemical manufacturer’s or importer’s safety data sheet, as that term is understood pursuant to the laws pertaining to chemical safety current in the United States (or other jurisdiction agreed by RMT) as at the Commencement Date.

‘SDS Additions’ means additional supplier issued SDSs agreed to be uploaded by RMT in writing upon the Client’s request, from time to time.

‘SDS Update’ means an update to an SDS issued by the manufacturer who provided the original SDS.

‘Server’ means the server or servers hosted by RMT or its agent and located at RMT’s premises at 5 Ventnor Avenue, West Perth, Western Australia or such other location as is nominated by RMT from time to time, including the serving computers, hardware and operating systems necessary to operate and support the ChemAlert Service.

‘Software’ means RMT’s ChemAlert software specified in Item 3 of the Schedule, as may be enhanced or updated by RMT from time to time.

‘Software Updates’ means enhancements, updates or new releases of the Software provided by RMT to, inter alia, enhance or improve the functionality or operation of the Software or comply with legislative requirements.

‘Term’ means the period specified in Clause 20.1.

‘Terms and Conditions’ means these terms being the Recitals and Clauses 1 to 32, and any amendments made thereto by agreement between the parties, in writing.

‘Third Party AI Terms’ means third party terms and conditions applicable to the use of the AI Functionality.

‘Transition In Period’ means the period commencing on the Commencement Date and ending on the date on which RMT confirms in writing that the agreed Software transition in activities have been completed for the Client.

1.2. Interpretation

In this Agreement unless the contrary intention appears:

(a) clause headings have been inserted for convenience only and will not be taken into account in interpreting the Agreement;

(b) words importing the singular will include the plural and vice versa;

(c) words importing natural persons will include firms and corporate bodies or other legal persons and vice versa;

(d) reference to a party to this Agreement includes reference to that party’s successors and permitted assigns;

(e) reference to a numbered ‘Clause’ is reference to a clause of this Agreement; and

(f) references to currency are references to US dollars (USD) unless otherwise indicated.

2. LICENSE & ACCESS SERVICES

2.1. In consideration of the payment of the Fees and any applicable Research Report Addition Fees, RMT will provide the Client with:

(a) a non-exclusive license to use the Software and the Documentation via the ChemAlert Service;

(b) web-based login access to the ChemAlert Service;

(c) the uploading of Software Updates from time to time in accordance with Clause 8;

(d) the uploading of all SDS Additions and Research Report Additions as requested by the Client in writing and agreed by RMT in writing from time to time;

(e) the Maintenance Services;

(f) technical support as per Clause 11; and

(g) the Emergency Support, during the Term in accordance with the terms and conditions of this Agreement.

3. GRANT OF LICENSE

3.1. Subject to the payment of the Fees, RMT grants to the Client a non-transferable, non-exclusive license for the Authorized Users to use the ChemAlert Service and the Software during the Term in accordance with the terms and conditions of this Agreement.

3.2. The Client will:

(a) only allow the ChemAlert Service and the Software and the Documentation to be accessed and used by the Authorized Users;

(i) for the Location; and

(ii) for the purpose of the Client’s business and for no other purpose;

(b) ensure that the ChemAlert Service and the Software are protected at all times from misuse, or any forms of unauthorized use;

(c) not allow the ChemAlert Service and the Software to be used or accessed by any third party;

(d) not sell, lease, loan, provide, distribute or otherwise transfer the ChemAlert Service, Software or the Documentation to any third party;

(e) not modify, translate, or create a derivative work of any portion of the ChemAlert Service or Software;

(f) not remove, alter, or cover any copyright notices or other proprietary rights notices placed on or in any part of the ChemAlert Service, Software, Documentation, or any other materials provided by RMT to the Client;

(g) not provide any of the reports, labels or other output of the Software to any third party, (save as required in the ordinary course of conducting the Client’s business); and

(h) not permit or cause any third-party to do any of the foregoing in subsections (c)-(g)

3.3. RMT will provide the Documentation to the Client on the Commencement Date for use by the Authorized Users with the Software in accordance with the terms of this Agreement.

3.4. The Client may make copies of the Documentation as the Client reasonably requires for use by the Authorized Users at the Location, provided that such copies will be owned by RMT and bear notices of RMT’s ownership of copyright.

3.5. RMT agrees that, those Authorized Users, specified in Item 7 of the Schedule as so permitted by RMT, may access the ChemAlert Service via a Mobile Device, in accordance with the ChemAlert Mobile App Terms and the terms of this Agreement. The Client agrees to comply, and to ensure its Authorized Users comply, with the ChemAlert Mobile App Terms.

4. CHEMALERT SERVICE

4.1. RMT will provide the Client with the following information and assistance in respect of the ChemAlert Service, namely:

(a) all technical specifications required for access to and use of the ChemAlert Service by the Authorized Users during the Term, including any specifications concerning supported platforms, connectivity and security;

(b) technical advice and assistance as is reasonably required by the Client to enable the Client to establish its connection to the ChemAlert Service; and

(c) all usernames and passwords required by the Client to enable access to the ChemAlert Service by the Authorized Users.

4.2. RMT reserves the right to make such amendments or modifications to the ChemAlert Service as required by law or which RMT, in its sole discretion, decides are in the interest of quality, efficiency and security of the ChemAlert Service as a whole.

5. USE OF CHEMALERT SERVICE

5.1. The Client is responsible for obtaining and maintaining all equipment, computer hardware and software, Mobile Devices and all telecommunications services required to access and use the ChemAlert Service and the Client will ensure that all such equipment and services comply with the technical specifications provided by RMT.

5.2. RMT reserves the right to give such instructions or directions to the Client, and Client agrees to comply with such instructions or directions, concerning access to, and use of, the ChemAlert Service by the Authorized Users as required by law or which RMT, in its sole discretion, decides are in the interest of quality, efficiency and security of the ChemAlert Service as a whole.

5.3. The Client will:

(a) provide to RMT its source IP address to enable the Client to be connected to the ChemAlert Service;

(b) comply with all reasonable directions regarding access to and use of the ChemAlert Service provided to the Client from time to time by RMT, including any procedures imposed by RMT to prevent unauthorized access to the ChemAlert Service; and

(c) permit RMT, or its agent, at all reasonable times, and at RMT’s expense, to verify that the Client’s and its Authorized Users’ use of the ChemAlert Service is within the terms of this Agreement.

5.4. The Client must take all reasonable precautions to ensure the security of access to the ChemAlert Service and must not, under any circumstances, allow any third party or any person other than Authorized Users to access or use the Software or the ChemAlert Service for any purpose without the prior written consent of RMT.

5.5. The Client agrees to inform RMT immediately if it becomes aware of any unauthorized use of the Software or the ChemAlert Service by any person.

5.6. Where the Client is provided with the option to select particular modules of the Software for its use (and turn others off), such selections and the consequences thereof will be the Client’s sole responsibility.

5.7. RMT and the Client will abide at all times with all applicable privacy laws in the operation and use of the ChemAlert Service.

5.8. The Client may submit input to the AI Functionality and receive AI Output. Notwithstanding anything to the contrary, the Client acknowledges that RMT has right to use the input and/or AI Outputs to train and improve its AI Functionality.

5.9. The Client and its Authorized Users are prohibited from using the AI Functionality for:

(a) any illegal activity;

(b) abusive or exploitive purposes;

(c) generation of discriminatory, unethical, harmful, harassing, or violent content;

(d) generation of malware;

(e) activities with a high risk of physical harm or economic harm;

(f) activities that are fraudulent or deceptive;

(g) activities that violate people’s privacy or other rights; or

(h) providing professional advice to others.

5.10. The Client will not and will not permit anyone else to:

(a) use the AI Functionality or any AI Output to infringe any third-party rights;

(b) use the AI Functionality or any AI Output to develop, train or improve any AI or machine learning models (separate from authorized use under this Agreement);

(c) represent any AI Output as being approved or vetted by RMT;

(d) represent any AI Output as being an original work or a wholly human-generated work; or

(e) use the AI Functionality for automated decision- making that has legal or similarly significant effects on individuals, unless it does so with adequate human review and in compliance with applicable laws.

5.11. The Client will comply at all times with the applicable Third Party AI Terms specified by the owner of the AI Functionality accessed by the Client.

6. AVAILABILITY OF CHEMALERT SERVICE

6.1. RMT will use commercially reasonable efforts to:

(a) maintain the reliability and efficiency of the ChemAlert Service; and

(b) provide access to the ChemAlert Service with a minimum uptime of 97.5%, 24 hours a day, 7 days a week with the exception of:

(i) scheduled downtime for Maintenance Services or other interruptions to service specified in Clause 7.1; and

(ii) unscheduled interruptions to the availability of the ChemAlert Service due to factors beyond the control of RMT including any actions of the Client or third parties, including telecommunications providers.

6.2. The Client will communicate any difficulties encountered with the ChemAlert Service to RMT as soon as is reasonably practicable following detection.

6.3. The Client acknowledges that the performance of the ChemAlert Service may be affected by external factors beyond RMT’s control, such as speed of connection and infrastructure bandwidth from the Client’s equipment to the Server and the number of users on the connection.

6.4. The Client will be solely responsible for any delay, malfunction, non-performance or other degradation of the ChemAlert Service caused by or resulting from any alteration, modifications or amendments to the ChemAlert Service by the Client or a third party, or by RMT if requested by the Client.

6.5. In the event of total systems failure resulting in the disruption of service to the Internet from the Server, RMT will use commercially reasonable efforts to repair and reinstate the ChemAlert Service within twenty-four

(24) hours of detection, depending on the severity of the Failure.

7. SUSPENSION OF ACCESS

7.1. Subject to Clause 7.2, RMT may suspend access to theChemAlert Service:

(a) to carry out the Maintenance Services;

(b) to carry out modifications, updates or upgrades to the ChemAlert Service;

(c) to preserve data and integrity;

(d) in the event of a security breach; or

(e) if the Server or RMT infrastructure malfunction.

7.2. RMT will use commercially reasonable efforts to provide the Client with at least forty-eight (48) hours’ notice of any scheduled downtime required by RMT in order to perform the Maintenance Services or the other acts specified in Clause 7.1 over which it has control.

7.3. RMT reserves the right to terminate or suspend access to the ChemAlert Service to the Client indefinitely and without refund or compensation in the event that the Client uses the ChemAlert Service in a manner reasonably deemed inappropriate by RMT or in a manner which breaches the terms of this Agreement, however, if the Client’s breach and its impact on the ChemAlert Service are remediable by the Client in RMT’s reasonable discretion, RMT will give the Client reasonable time in which to rectify any such breach (save where the Client’s breach will cause damage to the ChemAlert Service if suspension of access is delayed).

7.4. Suspension of access to the ChemAlert Service, referred to in Clause 7.3, will continue until the Maintenance Services, modifications or updates are carried out, the problem or breach is rectified, or until otherwise agreed in writing between the parties.

7.5. RMT will not be liable to the Client, its officers, employees, contractors or agents or any third party whatsoever as a result of taking any action referred to in this Clause 7 where such action is taken on a view which is formed on a reasonable basis by RMT.

8. SOFTWARE UPDATES

8.1. RMT may, at its sole discretion, make Software Updates available to the Client through the ChemAlert Service from time to time.

8.2. RMT will upload any Software Updates onto the Server for access and use by the Client through the ChemAlert Service as soon as reasonably practicable following the creation and general release of such Software Updates by RMT to its customers.

8.3. The Client acknowledges that additional downtime for the ChemAlert Service over and above the levels specified in Clauses 6 and 7 of this Agreement may apply in the event that RMT is required to upload Software Updates.

8.4. The Software Updates as described in Clause 8.2 will be provided to the Client through the ChemAlert Service free of charge subject to all Fees having been fully paid by the Client for the License Period or current Renewal Period as the case may be. Notwithstanding the foregoing, RMT reserves the right to charge additional fees for Software Updates that are not generally released to RMT’s customers for no additional fee.

8.5. Use of the Software Updates by the Client through the ChemAlert Service will be subject to the same terms and conditions as use of the Software under this Agreement.

8.6. The Client will ensure that Authorized Users permitted to access the ChemAlert Service via a Mobile Device are using the latest compatible version of the ChemAlert Mobile App for such access at all times during the Term.

9. SDS ADDITIONS AND RESEARCH REPORT

ADDITIONS AND UPDATES

9.1. The Client may from time to time during the Term request, in writing, that RMT upload additional SDSs and corresponding Research Report Additions to the Software available through the ChemAlert Service.

9.2. Where RMT has agreed to provide the SDS Additions and Research Report Additions to the Client, the Client

Will:

(a) provide RMT with the SDS Additions as soon as reasonably practicable in such format as is notified by RMT to the Client; or

(b) request that RMT obtain the SDS Additions directly from the manufacturer, in which case the Client will provide RMT with all necessary assistance to obtain the SDS Additions from the manufacturer, and RMT will provide the Research Report Additions to the Client for each such SDS Addition.

9.3. RMT will upload the SDS Additions free of charge and will upload the Research Report Additions:

(a) under the License Fee up to the maximum number of Research Report Additions specified in Item 10(a) of the Schedule; and

(b) thereafter, subject to the payment of the Research Report Addition Fees by the Client as specified in Item 10(b) of the Schedule.

9.4. Subject to Clause 9.5, RMT will use commercially reasonable efforts to upload the SDS and Research Report Additions:

(a) within twenty four (24) hours of receipt by RMT in the case of one (1) SDS Addition, and where there is more than one (1) SDS Addition, adding twenty four (24) hours for each SDS Addition beyond one (1), in the case of SDS Additions which are provided to RMT by the Client; and

(b) within twenty four (24) hours of receipt of the required SDS Addition from the manufacturer in the case of one (1) SDS Addition, and where there is more than one (1) SDS Addition, adding twenty four (24) hours for each SDS Addition beyond one (1), in the case of SDS Additions which RMT must obtain direct from the manufacturer, and will upload the associated Research Report Additions as soon as reasonably practicable following their creation by RMT.

9.5. Notwithstanding the foregoing, in the event that the Client requires RMT to upload a quantity of SDS Additions and Research Report Additions which cannot, in RMT’s reasonable opinion, be uploaded to the ChemAlert Service within the time frames specified in Clause 9.4, RMT will notify the Client of same and provide a revised time estimate.

9.6. RMT will use commercially reasonable efforts to obtain SDS Updates and will regularly upload available SDS Updates to the Software.

9.7. The SDS Updates will be provided to the Client through the ChemAlert Service free of charge, subject to all Fees having been fully paid by the Client for the Initial License Period or current Renewal Period, as the case may be.

9.8. Use of the SDS Updates by the Client through the ChemAlert Service will be subject to the same terms and conditions as use of the Software under this Agreement.

10. MAINTENANCE SERVICES

10.1. RMT will perform such routine maintenance services as it considers necessary to ensure the proper functioning of the ChemAlert Service during the Term including:

(a) the operation and general maintenance of the Server;

(b) reviewing the Software and the ChemAlert Service on a regular basis and applying Software Updates where appropriate; and

(c) performing regular security and maintenance checks for evidence of security breaches, software malfunction and resource limit warnings.

10.2. The Client acknowledges that it is solely responsible for the support and maintenance of any computer hardware, Mobile Devices, and non-RMT software operated by the Client.

11. SUPPORT

11.1. RMT will provide the Authorized Users with basic technical support in relation to the Software and the ChemAlert Service during the Term, as specified in this Clause 11.

11.2. Technical support is available to the Authorized Users by:

(a) telephoning RMT on +61 8 9322 1711 during Business Hours; or

(b) logging enquiries through the RMT website located at www.rmtglobal.com or e-mailing SupportChemAlert@rmtglobal.com on receipt of which, RMT will use commercially reasonable efforts to provide a response to the Client within twenty four (24) hours.

11.3. When reporting faults to RMT, the Authorized Users must provide an accurate description of the problems encountered including error messages and an accurate description of the impact of the problem in order to facilitate the necessa ry corrective action by RMT.

11.4. RMT will also use commercially reasonable efforts to provide the Authorized Users with emergency support in the following form 24 hours a day, 7 days a week, during the Term:

(a) In the event that a genuine emergency occurs which requires the Client to urgently access the Software and, for any reason, the Client is unable to do so, the Client may telephone RMT on +61 8 9322 1711, 24 hours a day, 7 days a week to request the urgent provision of specified SDSs and associated ChemAlert Reports; and

(b) RMT will use commercially reasonable efforts to provide SDSs and associated ChemAlert reports requested by the Client in situations of genuine emergency as soon as is reasonably practicable following request by the Client.

12. ADDITIONAL SERVICES

12.1. The Client may, from time to time, request in writing that RMT provide the Client with Additional Services in relation to the ChemAlert Service which may be offered by RMT including, without limitation, auditing, data entry, training in the use of the Software or general IT services in relation to the Software or the ChemAlert Service.

12.2. Any provision of Additional Services by RMT to the Client will be at RMT’s sole discretion and subject to a separate written agreement being entered into between the parties in relation to the provision of the Additional Services and the fees payable by the Client to RMT.

13. PAYMENT OF FEES

13.1. The Client will pay the Fees and any other fees due and payable to RMT under this Agreement in the manner specified in the Schedule and as otherwise invoiced to the Client by RMT from time to time.

13.2. The Client acknowledges and agrees that the Fees are payable in respect of the use of the Software and the ChemAlert Service by the Client, (with the exception that SDSs are

13.3. provided to the Client free of charge) during the Term.

13.4. RMT reserves the right to vary the Fees for any Renewal Period and will invoice the Client for payment of the adjusted Fees prior to the commencement of each Renewal Period or as otherwise agreed between the parties in writing.

13.5. GST and any other taxes, duties or levies applicable will be paid by the Client at the then prevailing rate.

13.6. Where payment of any part or the whole of the Fees is required to be made before the Client may access the ChemAlert Service, RMT may withhold access to the Client until such payments have been made in full.

13.7. If any sum payable under this Agreement is in arrears for more than thirty (30) days, RMT reserves the right to charge interest equal to the lesser of 1.5% per month or the highest 

13.8. amount permitted by applicable law on such overdue sum on a daily basis from the original due date until it is paid in full. 

13.9. Except as otherwise expressly provided for in this Agreement, all Fees, once paid, are non-refundable, and there are no refunds or credits for any partially used period.

14. CONFIDENTIAL INFORMATION

14.1. A party shall treat all Confidential Information disclosed by the other party (‘Disclosing Party’) as confidential and will take all reasonable steps to maintain the confidentiality of the Confidential Information and will not, without the prior written consent of the Disclosing Party:

(a) disclose or permit the same to be disclosed to any third party (except to the extent required by law, a stock exchange or in connection with legal proceedings relating to this Agreement, but only after first notifying the other party to give it an opportunity to protect the Confidential Information);

(b) use the Confidential Information for any purpose other than that for which it is provided under this Agreement;

(c) publish, transmit or permit the transmission by telecommunication, electronic or other means of any of the Confidential Information to any third party; or

(d) input any Confidential Information nor any person’s Personal Information into the AI Functionality.

14.2. It shall be the responsibility of each party to ensure that: Confidential Information is only disclosed to those of its officers, employees or contractors in their capacities as such on a strictly need to know basis and that such officers, employees and contractors comply with the obligations of confidentiality imposed by this Clause 14 as if personally bound by such obligations as though parties to this Agreement; and the officers, employees or contractors referred to in Clause 0 execute such documentation as required by the owner of the Confidential Information acknowledging their obligations of confidentiality, (including that such confidentiality obligations survive notwithstanding that any of the above mentioned officers, employees or contractors cease to be employed or engaged by the respective parties).

14.3. The confidentiality obligations under this Clause 14 shall survive the expiration or earlier termination of this Agreement.

15. INTELLECTUAL PROPERTY RIGHTS

15.1. Unless expressly stated otherwise in this Agreement, RMT owns and retains all Intellectual Property Rights in:

(a) the Software, the ChemAlert Service, the Software Updates and the associated reports and any copies thereof including, without limitation, any modifications or improvements to, or customization of, the Software or the ChemAlert Service carried out by RMT, the Client or any third party pursuant to this Agreement excluding any third party materials used in the Software;

(b) the Documentation and any copies thereof;

(c) AI Output; and

(d) the ChemAlert Mobile App.

15.2. Except as expressly permitted by this Agreement, the Client must not reverse engineer, decompile, disassemble, remove, release, disclose, reveal, copy, extract, or modify all or any part of the Software or the ChemAlert Service in any way for itself or for others or permit or encourage such act to be done.

15.3. The Client will:

(a) follow all reasonable instructions given by RMT from time to time regarding RMT’s Intellectual Property Rights; and

(b) not do anything to diminish the value of, or contest in any way, RMT’s Intellectual Property Rights.

15.4. The Client agrees that it will inform RMT immediately if the Client becomes aware that any Intellectual Property Rights of RMT are being infringed, or may be infringed, by any third party.

15.5. RMT need not initiate action against infringers and may settle any dispute by means it determines to be effective and in the best interests of RMT, but where RMT, in its sole discretion, determines to initiate action against an infringer, the Client will cooperate with RMT to the greatest extent possible.

15.6. To the extent ownership of the legal rights in AI Output (if any) vests with the Client, by operation of law or otherwise, Client hereby assigns to RMT all of its right, title and interest, including intellectual property rights, in and to such AI Output.

15.7. RMT grants to the Client a non-exclusive right to use any AI Output generated by the Client through its use of AI Functionality to assist in the use of the ChemAlert Service. The Client may not provide the AI Output to third parties or commercialise it;

15.8 The Client retains ownership of the Client Data.

16. LIMITED WARRANTY; REMEDIES

16.1. During the Term, RMT represents and warrants that the Software when used in accordance with this Agreement will conform in all material respects with the ChemAlert User Guide (the “Software Warranty”).

16.2. In the event of a confirmed breach of the Software Warranty, RMT’s sole obligation and liability, and the Client’s exclusive remedy during the Term are limited, in RMT’s absolute discretion, to:

(a) RMT, at its own expense, using commercially reasonable efforts to rectify any non-conformance of the Software by repair (by way of a patch, work around, correction or otherwise) within a reasonable period of time; or

(b) a refund of the Fees prepaid for the terminated portion of the Term in which the issue arises if, in RMT’s reasonable opinion, it is unable to rectify such non-conformance whereupon this Agreement will terminate. 

16.3. The Client acknowledges and accepts that it is the Client’s sole responsibility to ensure that:

(a) the facilities and functions of the Software and the ChemAlert Service meet the Client’s requirements; and

(b) the Software accessed via the ChemAlert Service is an appropriate means to assist the Client with its legislative compliance in the Client’s jurisdiction. 

16.4. RMT will not be liable for any failure of the Software accessed via the ChemAlert Service to provide any function not described in the ChemAlert User Guide or any failure attributable to:

(a) any modification to the Software other than by RMT;

(b) accident, abuse or misapplication of the Software or the ChemAlert Service by the Client;

(c) use of the Software or the ChemAlert Service with non approved software or equipment without RMT’s written consent;

(d) use of other than the latest, unaltered current release of the Software as provided by RMT through the ChemAlert Service or the ChemAlert Mobile App; or

(e) use other than in accordance with this Agreement.

16.5. If, upon investigation, a problem with the Software or the Client’s access to the ChemAlert Service is determined not to be RMT’s responsibility, RMT may invoice the Client immediately for all reasonable costs and

16.6. expenses incurred by RMT in the course of or in consequence of such investigation.

17. DISCLAIMER OF IMPLIED WARRANTIES

17.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR THE SOFTWARE WARRANTY, THE SOFTWARE AND CHEMALERT SERVICE IS PROVIDED ‘AS IS’ AND RMT MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. RMT EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, AND ACCURACY. RMT DOES NOT WARRANT THAT USE OF THE SOFTWARE, CHEMALERT SERVICE, OR CHEMALERT MOBILE APP WILL ACHIEVE ANY PARTICULAR RESULT OR OUTCOME FOR THE CLIENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, RMT DOES NOT WARRANT THAT THE SOFTWARE, CHEMALERT SERVICE, OR CHEMALERT MOBILE APP WILL BE ERROR- FREE OR THAT THE OPERATION OF THE SOFTWARE, CHEMALERT SERVICE, OR CHEMALERT MOBILE APP WILL BE SECURE OR UNINTERRUPTED. THE WARRANTIES IN THIS AGREEMENT DO NOT APPLY TO ANY THIRD- PARTY TECHNOLOGY OR INFORMATION.

17.2. Save as otherwise stated in this Agreement, RMT is under no liability to the Client in respect of any loss or damage which may be suffered or incurred or which may arise directly or indirectly in respect of the Client’s access to or use of the Software and the ChemAlert Service or any other goods or services supplied pursuant to this Agreement.

18. LIMITATIONS OF LIABILITY

18.1. While the Software and the ChemAlert Service have been designed to assist licensees with chemical management in the United States, the Client acknowledges and agrees that:

(a) the Software and the ChemAlert Service do not of themselves constitute, and are not a substitute for, the Client’s own identification of, and compliance with, all applicable laws and regulations in the Client’s jurisdiction;

(b) RMT cannot and does not provide any warranty regarding the ability of the Software or the ChemAlert Service to ensure the Client’s compliance with all applicable laws and regulations in the Client’s jurisdiction; and

(c) the Client is entirely responsible for:

(i) its access to and use of the ChemAlert Service in accordance with the terms of this Agreement;

(ii) its manner of use of the Software accessed through the ChemAlert Service including:

(A) input of parameters, data or information into the Software;

(B) archiving of data and information it uses in relation to the Software;

(C) interpretation or use of, or reliance on, any data, information, reports, labels or any other output of the Software or AI Functionality;

(D) activation or de-activation of particular modules in the Software; and

(E) use of the Software and ChemAlert Service via any Mobile Device;

(iii) its identification of, and compliance with, all applicable laws and regulations in the Client’s jurisdiction; and

(iv) the consequences of its use of the Software and ChemAlert Service.

18.2. RMT WILL HAVE NO LIABILITY TO THE CLIENT OR ANY THIRD PARTY FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHICH MAY BE SUFFERED OR INCURRED OR WHICH MAY ARISE DIRECTLY OR INDIRECTLY IN RESPECT OF THE CLIENT’S ACCESS TO OR USE OF THE SOFTWARE AND THE CHEMALERT SERVICE OR ANY OTHER GOODS OR SERVICES SUPPLIED PURSUANT TO THIS AGREEMENT INCLUDING (WITHOUT LIMITATION) LOSS OF PRODUCTION, LOSS OF OR CORRUPTION TO DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF USE, LOSS OF OPERATION TIME, INTERRUPTION OF BUSINESS OR LOSS OF GOODWILL, EVEN IF RMT IS INFORMED OF THEIR POSSIBILITY IN ADVANCE. RMT’S AGGREGATE LIABILITY TO THE CLIENT OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED IN AGGREGATE THE ANNUAL LICENSE FEE PAID OR PAYABLE BY THE CLIENT TO RMT PURSUANT TO THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THIS AGREEMENT.

18.3. Without limiting the generality of any other provision of this Agreement, RMT will not be liable to the Client in respect of any loss or damage (including consequential loss or damage) which may be suffered or incurred by the Client or any third party or which may arise directly or indirectly as a result of:

(a) the Client’s chosen means of access to or use of the Software and the ChemAlert Service;

(b) any defect, malfunction, error, loss, delay or breakdown in the transmission, reception, use or storage of information or records obtained by the Client from the Software and the ChemAlert Service;

(c) any suspension of access to the Software or the ChemAlert Service by RMT in accordance with the terms of this Agreement;

(d) delays in transmission, communications failures or internet access difficulties caused by third party service providers beyond RMT’s control;

(e) introduction by a third party of a virus affecting the functioning of the ChemAlert Service;

(f) malfunction of third party equipment or software or of any Mobile Device;

(g) any other act or omission by any third party which affects the ability of the Client to access, or use, the Software or the ChemAlert Service;

(h) reliance on third party information or on third party websites linked to via the ChemAlert Service; or

(i) the Client’s use of the AI Functionality or reliance on or use of AI Output.

18.4. The Client warrants that it has not relied on any representation made by RMT which has not been expressly stated in this Agreement, or upon any descriptions or specifications contained in any document including catalogues or publicity material produced by RMT

18.5. The Client acknowledges that RMT is not responsible for the content of any SDS or third party material appearing on the ChemAlert Service or any third party sites linked to the ChemAlert Service and, unless stated otherwise by RMT, such information, advertisements or links are purely for information purposes only and are not endorsements by RMT of the third party information, sites or products, or any representation as to their quality, accuracy or completeness.

18.6. The Client will ensure that the Client and its Authorized Users who are authorized in accordance with Item -9 of the Schedule to use the Mobile App, comply at all times with the terms of this Agreement and the ChemAlert Mobile App Terms and the Client will be liable to RMT for any loss, damage or costs sustained or incurred by RMT as a consequence of any breach of the terms of this Agreement or the ChemAlert Mobile App Terms by any Authorized User.

18.7. Due to the nature of the AI Functionality and the fact that the AI Functionality is created and operated by a third party, RMT does not represent or warrant that: 

(a) any AI Output does not incorporate or reflect third-party content or materials; or 

(b) any AI Output will not infringe third-party Intellectual Property Rights. The Client is solely responsible for carrying out necessary checks to confirm the veracity, accuracy and efficacy of any AI Output provided in response to the Client’s input and the legality of the use thereof and the Client accepts that any use of or reliance on the AI Output is at the Client’s sole risk and the Client will not rely on AI Output as a sole source of truth or factual information or as a substitute for professional advice.

19. INDEMNIFICATION

19.1. The Client will defend RMT and its officers, employees and agents from and against any third party claim arising directly or indirectly from:

(a) a breach by the Client of its obligations under this Agreement;

(b) a breach of the ChemAlert Mobile App Terms by any Authorized User;

(c) a violation of law in connection with Client’s use of the Software, ChemAlert Service or ChemAlert Mobile App;

(d) any willful misconduct or unlawful or negligent act or omission of the Client; or

(e) use by the Client, or provision by the Client to a third party, of any AI Output, and will indemnify and hold harmless RMT against any damages and costs awarded against RMT (including reasonable attorneys’ fees) or agreed in a settlement by the Client resulting from these claims; provided, however, the Client’s liability to indemnify RMT under this Agreement will be reduced proportionately to the extent that such claim for injury, loss, damage or expense is proven to have been directly caused or contributed to by RMT’s willful misconduct or negligent act or omission.

19.2. RMT will defend the Client and its officers, employees and agents from and against any third party claim alleging that the Software, ChemAlert Service, or ChemAlert Mobile App, when used by the client and its Authorized Users as permitted under this Agreement, infringes or misappropriates a third-party’s U.S. patents or copyrights (each, an ‘Infringement Claim’), and will indemnify and hold harmless the Client against any damages and costs awarded against the Client (including reasonable attorneys’ fees) under any final judgment by a court of competent jurisdiction or agreed in a final settlement by RMT resulting from the Infringement Claim.

19.3. For purposes of this Agreement, ‘Indemnified Party’ means a party entitled to indemnification under this Clause 19 and ‘Indemnifying Party’ means a party obligated to provide indemnification under this Clause 19. The Indemnifying Party’s obligations under this Clause 19 are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and © all reasonably necessary cooperation of the Indemnified Party (at the Indemnifying Party’s cost and expense). The Indemnifying Party may not settle any claim (excluding Infringement Claims) without the Indemnified Party’s prior written consent if that settlement imposes any non-monetary obligation on the Indemnified Party. The Indemnified Party may participate in a claim with its own counsel at its own expense.

19.4. In response to any actual or reasonably anticipated Infringement Claim, RMT may at its option: (a) procure rights for the Client’s continued use of the Software, ChemAlert Service, or ChemAlert Mobile App, as applicable; (b) replace or modify the allegedly

19.5. infringing portion or the Software, ChemAlert Service, or ChemAlert Mobile App to make it non-infringing; or (c) if the foregoing options are not commercially practicable, terminate this Agreement and refund any applicable pre-paid, but unused fees.

19.6. Notwithstanding anything to the contrary, RMT’s obligations in this Clause 19 do not apply: (a) to infringement or misappropriation resulting from the Client’s modification of the Software, ChemAlert Service, or ChemAlert Mobile App or use of the Software, ChemAlert Service, or ChemAlert Mobile App with any technology not provided or authorized by RMT; (b) to unauthorized use of the Software, ChemAlert Service, or ChemAlert Mobile App; (c) to any Client Data; (d) to any third party material; or (e) if Client settles or makes any admissions about a claim without RMT’s prior written consent 

19.7. This Clause 19 sets out the Client’s exclusive remedy and RMT’s entire liability regarding infringement or misappropriation of third-party intellectual property rights by the Software, ChemAlert Service, or ChemAlert Mobile App.

20. INITIAL LICENSE PERIOD & RENEWAL

20.1. The Term of this Agreement will commence on the Commencement Date and, unless this Agreement is earlier terminated pursuant to the terms of this Agreement, will continue until the expiration of the Initial License Period (or of the last exercised Renewal Period, if the Agreement has been renewed) (the ‘Term’).

20.2. The Client may renew this Agreement, following the expiration of the Initial License Period, for the Renewal Period(s), provided that the Client:

(a) is not in breach of this Agreement;

(b) has provided RMT with a purchase order number if required by the Client to effect payment of the Fees prior to the commencement of the Renewal Period; and

(c) pays the Fees to RMT in respect of the Renewal Period, (which may be increased in accordance with Clause 13.4 of this Agreement), prior to the commencement of each Renewal Period.

21. TERMINATION

21.1. Either party may terminate this Agreement with immediate effect by giving notice to the other party if:

(a) the other party breaches any of its obligations under this Agreement capable of remedy and fails to remedy that breach within fourteen (14) days after receiving notice requiring it to do so;

(b) the other party breaches any of its obligations under this Agreement incapable of remedy;

(c) any event referred to in Clause 21.2 occurs in relation to the other party; or

(d) any other provision of these Terms and Conditions provide it with the right to do so.

21.2. Each party will notify the other immediately if:

(a) it ceases to carry on business; or

(b) any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a liquidator, a provisional liquidator of the whole or any part of its assets or business that is not dismissed within sixty (60) days.

21.3. If an Authorized User’s employment or engagement by the Client ends or is terminated, the Client will ensure that such Authorized User has also ceased to have access to the ChemAlert Service, the Documentation and the ChemAlert Mobile App from the date they cease to be employed by the Client.

22. ACTION ON TERMINATION

22.1. Upon the expiration or earlier termination of this Agreement:

(a) the non-exclusive license granted to the Client to use the ChemAlert Service, Software and the Documentation will immediately terminate;

(b) RMT will provide the Client with 24 hours to extract all of the Client Data it requires from the Software, using the Software function provided for this purpose and if the Client requires RMT to assist the Client in extracting Client Data in a different format, it may engage RMT to provide this Additional Service on agreed terms;

(c) subject to Clause 22.1(b), RMT will immediately terminate the Client’s connection to the ChemAlert Service and cease providing all services to the Client under this Agreement including without limitation the Software Updates, the Research Report Additions, the Maintenance Services, technical support and the Emergency Support;

(d) the Client will immediately:

(i) cease to access and use the Software, ChemAlert Service and ChemAlert Mobile App;

(ii) return the Documentation and any copies ofvthe Documentation to RMT or otherwisevdeal with same in the manner specified byvRMT in writing;

(iii) cease to use all Intellectual Property Rightsvof RMT; and

(iv) immediately pay all sums owing to RMTvpursuant to this Agreement.

22.2. The obligations on the part of the Client contained in Clauses 1, 13, 14, 15, 17.1, 18, 19, 22, 24, 28, 29, 30, 31, and 32 will survive termination or expiration of this Agreement.

23. FORCE MAJEURE

23.1. Neither party will be liable to the other for delay or failure to perform its obligations under this Agreement if such delay or failure is caused by declaration of war, strikes, acts of God or the public enemy, riots, interference by military authorities, compliance with Government laws and regulations, delays in transit, inability to secure necessary governmental priorities, pandemic, or any matter beyond its reasonable control.

24. DISPUTE RESOLUTION

24.1. In the event of a serious dispute arising between the parties out of or in connection with this Agreement (‘Dispute’), either party may issue a notice to the other party (‘Dispute Notice’) and, if it does so, then the parties must use commercially reasonable efforts to try to settle such dispute amicably by negotiation within 60 days of the issuance of the Dispute Notice, or within any agreed extended period (‘Negotiation Period’).

24.2. If the Dispute cannot be settled within the Negotiation Period, then the parties are free to litigate the matter in accordance with Section 30 below.

24.3. Notwithstanding anything to the contrary, either party may seek injunctive relief (including temporary restraining orders) in any court of competent jurisdiction without having to first go through the process in Section 24.1.

25. ASSIGNMENT

25.1. The Client may not sub-license, transfer or assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of RMT.

25.2. A Change of Control of the Client will be deemed to be an assignment of this Agreement for the purpose of Clause 25.1.

26. SUB-CONTRACTING

26.1. RMT may sub-contract the performance of any or all of its obligations under this Agreement.

27. ANTI SLAVERY STATEMENT

27.1. RMT is committed to acting ethically and with integrity in all

27.2. of its business dealings and relationships and to implementing and enforcing effective systems and controls to ensure that any form of slavery is not taking place in its business or supply chains.

28. GENERAL

28.1. Severance 

If any part of this Agreement is deemed unenforceable, then if the provision would not be illegal or unenforceable if a word or words were omitted, that word or those words are severed or in any other case the provision is severed and the rest of this Agreement will continue to be legal and enforceable.

28.2. Waiver

The failure of a party at any time to insist on performance of any obligation under this Agreement of the other party is not a waiver of its right:

(a) to insist on performance of, or claim damages for breach of, that obligation unless that party acknowledges in writing that the failure is a waiver; and

(b) at any other time to insist on performance of that or any other obligation of the other party under this Agreement.

28.3. Notices

(a) Each party notifying or giving notice under this Agreement will do so:

(i) in writing;

(ii) addressed to the address of the recipient specified in Item 11 of the Schedule, as altered by notice given in accordance with this clause; and

(iii) hand delivered or sent by prepaid post to that address or sent by email to the other party’s email address as specified in Item 11 of the Schedule.

(b) A notice given in accordance with Clause 28.3(a) is deemed received:

(i) if hand delivered, on the date of delivery;

(ii) if sent by prepaid post, ten (10) days after the date of posting if posted within Australia and fourteen (14) days after the date of posting if posted internationally; and

(iii) if sent by email, on the day the transmission is sent (as confirmed by ‘read receipt’ in respect of the email).

28.4. Amendment

Except as otherwise permitted by this Agreement, no amendment to its terms will be effective unless in writing and signed by both RMT and the Client.

29. ENTIRE AGREEMENT

29.1. This Agreement is the entire agreement between the parties in relation to the subject matter of this Agreement and supersedes any prior agreement, oral or written and any other communications between the parties in relation to the subject matter of this Agreement (including, but not limited to, any terms referenced on any Client purchase order).

29.2. To the extent that any inconsistency may arise between these Terms and Conditions, the Schedule, or the Proposal, the Schedule will prevail, then these Terms and Conditions and then the Proposal.

30. GOVERNING LAW

30.1. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule, and each party agrees that any disputes arising from or related to this Agreement will be instituted exclusively in the state and federal courts located in New Castle

30.2. County, Delaware, and each party irrevocably submits to the exclusive jurisdiction of those courts in any applicable suit, action, or proceeding.

31. SPECIAL CONDITIONS

31.1. The Special Conditions, if any, set out in Item 13 of the Schedule will apply to and form part of the terms of this Agreement and, to the extent that there is any inconsistency between any Special Condition and any other provision of this Agreement, the Special Condition will prevail.

32. COUNTERPARTS

32.1. The parties may sign and exchange this Agreement by way of counterparts (including facsimile and electronically scanned copies) and counterparts, when taken together, will constitute one and the same instrument.