EULA-V1-12102022

Waterco Connect App End User Licence Agreement ('EULA')

1. Introduction

This EULA provides the terms upon which you license the software (Software) from

us. When we say Waterco Connect App, EZ IOT, EZ Connect, we, us or our we

mean Waterco Limited (ABN 62 002 070 733) of 36 South Street, Rydalmere, NSW

2116, including our related entities as you may be advised from time to time.

2. Background

(a) This EULA governs the supply and use of the Software owned or licensed by us

and which we may make available to you.

(b) By installing and/or using the Software by any means, you agree to this EULA

and you enter into a legally binding agreement with us. It is important that you

carefully read this EULA.

understood this EULA and that you have the authority to enter into a legal

agreement with us on your own behalf and on behalf of any person you may

authorise to use the Software.

(d) If you do not accept this EULA, as amended from time to time, you must not

access and/or use the Software.

3. Right to use the Software

(a) Subject to your compliance with the terms of this EULA and all applicable laws,

you are granted a revocable, non-transferable, non-sublicensable, non-

assignable, non- exclusive licence to use and access the Software for the

Term.

(b) You are responsible for ensuring that any devices, including devices supplied by

us, on which you use the Software are in good, up-to-date working order and

operating condition.

Software for compliance with this EULA. In the event that such audit reveals any

use of the Software by you otherwise than in compliance with this EULA then, in

addition to any other rights or remedies available to us under this EULA or at law,

you shall indemnify use for:

(i) all reasonable expenses related to such audit; and

(ii) other liability or loss of revenue that we incur as a result of such non-

compliance.

4. Limitations

(a) You must not, in relation to the Software or any part thereof:

(i) make or distribute copies of the Software, or electronically transfer the

Software from one device to another or over a network;

(ii) alter, digitise, merge, modify, adapt or translate the Software;

EULA-V1-12102022

(iii) reverse engineer, decompile disassemble or otherwise attempt to

discover the source code of the Software or otherwise reduce the

Software to a human-perceivable form;

(iv) sell, transfer, rent, lease, license or sub-license the Software;

(v) attempt to undermine the security or integrity of our computing systems or

networks or, where the Software is hosted by a third party, that third

party's computing systems and networks;

(vi) use or misuse the Software in any way which may impair the functionality

of the Software, or other systems used to deliver the Software or impair

the ability of any other user to use the Software or Services;

(vii) attempt to gain unauthorised access to any materials other than those to

which you have been given express permission to access or to the

computer system on which the Software are hosted;

(viii) provide or make the Software available to any other person other than as

contemplated by this EULA;

(ix) transmit, or input into the Software, any files that may damage any other

person's computing devices or software, content that may be offensive, or

material or data in violation of any law (including data or other material

protected by copyright or trade secrets which you do not have the right to

use);

(x) broadcast, transmit or otherwise display in a public forum the Software or

screenshots of the Software;

(xi) post the Software or screenshots of the Software on any website;

(xii) assign and/or novate any rights or obligations created by this EULA;

(xiii) modify the Software or create derivative works based upon it;

(xiv) use the Software for commercial purposes other than the purpose for

which it is supplied to you; or

(xv) use the Software to develop copycat or functionally equivalent software or

derivative software.

(b) You acknowledge and agree that:

(i) the Software may include technical inaccuracies or errors; and

(ii) any person/entity permitted to make changes to the Software (including us

or a third party authorised by us) may make improvements or other

changes in and to the Software at any time without notice to you.

your access and use of the Software is at your own risk.

(d) We do not warrant that the use of the Software will be uninterrupted or error free.

The operation and availability of the systems used for accessing the Software,

including computer networks and the internet, can be unpredictable and may from

time to time interfere with or prevent access to the Software. You agree that we

EULA-V1-12102022

are not in any way responsible for any such interference or prevention of your

access or use of the Software.

(e) You are solely responsible for determining that the Software meets your needs

and that it is suitable for the purposes for which it is used by you.

(f) You are solely responsible for complying with all applicable laws as they pertain

to you and your use of the Software. It is your responsibility to check that storage

of, and access to Your Data via the Software will comply with laws applicable to

you (including any laws requiring you to retain records).

(g) We have no responsibility to any person other than you and nothing in this EULA

confers, or purports to confer, a benefit on any person other than you. If you use

the Software on behalf of or for the benefit of anyone other than you, you remain

responsible for ensuring that you have the right to do so.

5. Your Data

(a) Your Data remains your property.

(b) You hereby grant to us a non-exclusive licence to use, copy, transmit, store and

backup Your Data to the extent necessary for the purposes of providing you

support and performing our obligations under this EULA.

not be responsible in any way for the content of Your Data.

(d) We may but are not obliged to, make copies of Your Data and you therefore must

maintain copies of Your Data.

6. Privacy

(a) To the extent that Your Data comprises Personal Information, we may collect

your Personal Information through your use of the Software for the strict purpose

of providing support.

(b) Each party must:

(i) comply with all Privacy Laws; and

(ii) not do any act, engage in any practice, or omit to do any act or engage in

any practice that would cause the other party to breach or be taken to

breach any Privacy Law.

(i) any duly authorised law enforcement officer;

(ii) any other person authorised by law; and

(iii) any third party to whom you have authorised us to disclose Your Data.

(d) If we are required to disclose Your Data under clause 6(c)(i) or 6(c)(iii) to

provide assistance in relation to any inquiry, complaint, hearing or other form of

investigation or proceedings regarding you, you must reimburse us for any costs

we directly or indirectly incurs in provided such disclosures.

EULA-V1-12102022

(e) If we disclose Your Data to third-party applications for use in connection with the

Software, you acknowledge that we may, in accordance with clause 6(c), disclose

Your Data to the providers of those third-party applications for the inter-operation

of such third-party applications with the Software.

(f) You may access Your Data you input into the Software, including without

limitation, any of Your Data input into the Software by any person you have

authorised to use the Software.

(g) You are responsible for authorising any person who is given access to Your Data

input to the Software, and you agree that we have no obligation to provide any

person access to Your Data without your authorisation and may refer any such

requests to you for your determination.

(h) You indemnify us against any claims or loss relating to:

(i) our refusal to provide any person access to Your Data in accordance with

this EULA; and

(ii) our making available Your Data to any person with your authorisation.

7. Links to third party sites

(a) You acknowledge and agree that you may be linked to third party sites through

your use of the Software. The third party sites are not under our control and we

are not responsible for the content of any third party sites, any links contained

therefrom, or any changes or updates to third party sites from time to time.

(b) We are not responsible for any form of transmission received from any third party

sites.

only and the inclusion of any such link does not imply an endorsement of the site,

or its content, by us.

8. Open Source Software

(a) You acknowledge and agree that the Software includes various Open Source

Code open source software which are licensed under and governed by the terms

of various published open source software license agreements or copyright

notices accompanying such software components.

(b) You must not modify or derive works from the Open Source Code, or take any

other action, if doing so would infringe or violate the terms on which the Open

Source Code is licensed.

9. Additional content, services and/or updates

The terms and conditions of this EULA apply to any updates, supplements, add-on

components or internet-based service components of the Software that we may

provide to you or make available to you after the date you obtain-use your initial copy

of the Software, unless we provide other terms along with the update, supplement,

add-on component or internet-based service component.

EULA-V1-12102022

10. Intellectual property

(a) Title to, and all IPR in the Software and any documentation relating to the

Software remains the property of us (or our licensors) and nothing in this EULA

operates to grant you any IPR in the Software or any party thereof.

(b) You must not:

(i) remove or modify any copyright notice on the Software or register or

attempt to register any IPR in the Software or any aspect of the Software

or any derivation thereof; and

(ii) use any Marks without our prior written consent or register or attempt to

anything similar to them.

11. Security

(a) We will take reasonable steps to ensure access to the Software is secure,

however we do not guarantee that access will be secure at all times.

(b) You acknowledge and agree that you are solely responsible for:

(i) the security, confidentiality and integrity of all information or data

uploaded, downloaded or otherwise communicated while accessing the

Software;

(ii) keeping all passwords and usernames required to access the Software

secure and confidential;

(iii) ensuring that you have adequate software protection in place for the

Software under your control; and

(iv) protecting any device you use to access Software from all security

breaches and viruses (or any similar damaging components).

any other breach of security, whereupon we may reset your password and you

must take all other actions that we reasonably deem necessary to maintain or

enhance the security of our computing systems and networks and your access to

the Software.

12. Confidentiality

If you receive or become aware of any Confidential Information, you must not use or

disclose that Confidential Information except to the extent required to:

(a) fulfil your obligations and exercise your rights under this EULA;

(b) disclose that Confidential Information to your employees, directors and officers,

and legal and financial advisors, who have a need to know for the purposes of

this EULA (and then only to the extent that each has a need to know), and

provided the disclosure is made on a confidential basis; or

but before making any disclosure you must:

EULA-V1-12102022

(i) notify us in writing as soon as reasonably practicable; and

(ii) only disclose that part of the Confidential Information as is necessary to

comply with relevant requirements.

13. Termination

(a) You may terminate this EULA by notice in writing to us in which case the

termination takes effect at the end of the month in which you terminate.

(b) We may exercise any of our rights under clause 13(c) if:

(i) in relation to a breach of this EULA that is capable of remedy, you fail to

remedy such breach within 14 days of notice of the breach; or

(ii) you commit a breach of this EULA that is not capable of remedy.

(i) immediately terminate this EULA and use of the Software by you; and

(ii) suspend for any definite or indefinite period of time, your use of the

Software.

(d) For the avoidance of doubt, if this EULA are terminated or expire for any reason,

your right to use the Software immediately ceases and the licences granted by us

under this EULA terminate.

(e) On termination or expiry of this EULA, it is your obligation and responsibility to

ensure that:

(i) you immediately cease to use the Services; and

(ii) you delete all copies of the Software installed from any device used to

access the Software and provide us a written confirmation of the

deletion.

(f) Termination of this EULA is without prejudice to any rights and obligations of the

parties accrued up to and including the date of termination. On termination of this

EULA, you will remain liable for any accrued charges and amounts which become

due for payment before or after termination.

14. Warranties and liability

(a) You acknowledge that you are solely responsible for navigating any equipment

that utilises the Software and that you (or the person in charge of navigating that

equipment) is solely responsible for any damage or injury caused by such

equipment, whether or not that damage or injury was caused in whole or in part

by the Software.

(b) We hereby exclude all express and implied conditions and warranties in relation

to the Software and this EULA, except those conditions or warranties that cannot

be excluded by law.

representatives for any liability, claim, loss or damage of any kind (including but

not limited to any loss of actual or anticipated profits, revenue, savings, business,

opportunity, access to markets, goodwill, reputation, publicity or use or loss or

EULA-V1-12102022

data, collectively, Consequential Loss) arising from or in connection with your

use of the Software, except to the extent that the liability, claim, loss or damage is

directly attributable to our negligence or wrongful act or omission.

(d) To the fullest extent permitted by law, our total aggregate liability for all claims

relating to this EULA is limited to the total fees paid by you in respect of the

Software in the 12 months before the liability accrued.

(e) You hereby acknowledge and agree that we shall not be liable to you or any other

person for any liability, loss or damage of any kind (including but not limited to

Consequential Loss) arising directly or indirectly from or in connection with the

acts or omissions of any Third Party Supplier.

(f) You warrant to us that:

(i) you have the authority to grant the licence pursuant to clause 5(b) of this

EULA;

(ii) you have attended to all backups, and have maintained copies of, Your

Data and you acknowledge that we are not responsible for maintaining or

storing Your Data;

(iii) the use by us of Your Data will not result in any unauthorised use of the

rights of any person;

(iv) you have the authority to enter into, perform and observe your obligations

and rights under this EULA; and

(v) you have the authority to agree to this EULA and you acknowledge and

agree that, by using the Software, you bind anyone who accesses the

Software with your authority to the performance of any and all obligations

that you become subject to by virtue of this EULA without limiting any of

your obligations under this EULA.

(g) We provide no warranty:

(i) that any result or objective can or will be achieved or attained at all by

expiry or termination of this EULA (whichever is the earlier) or by any

other date; and

(ii) that the Software will be fit for purpose, continuous, uninterrupted,

accurate, fault-free, virus-free, secure or accessible at all times.

15. Indemnity

You are liable for and must indemnify us, our directors, employees, contractors and

agents (together, the Indemnified Party) from and against all damages, losses,

claims and expenses incurred or suffered by the Indemnified Party arising as a direct

result of:

(a) breach of this EULA;

(b) any unlawful or negligent act or omission; or

by you (whether done with our consent or otherwise) which causes the Software

to infringe the IPR of a third party,

EULA-V1-12102022

by you or by anyone directly or indirectly authorised or allowed to use the Software

by you.

16. Technical problems

(a) We may require you to install such upgrades and supplements to the Software as

may be reasonably required from time to time.

(b) We shall have no obligation to provide support for any version of the Software for

which you have not complied with clause 16(a) or for which we have issued an

end-of-life notification at least 3 months prior.

17. Updates and amendments

(a) You acknowledge that from time to time as we determine it necessary or

desirable to do so we may update any aspect of the Software.

(b) You acknowledge that, in the event of an update of any aspect of the Software or

for such other reasons as we may determine, we amend this EULA in whole or

part in our sole discretion with notice to you.

revised terms to you. By continuing to use the Software following any

amendments, you will be deemed to have agreed to such amendments.

18. Dispute resolution

(a) The parties must use their reasonable endeavours to resolve through negotiation

all disputes, conflicts (including, without limitation, conflicts of interest) differences

or questions between them arising out of or in connection with this EULA.

(b) If, within 14 calendar days, the dispute cannot be resolved following negotiation

between the parties, either party may refer the dispute for arbitration in

accordance with, and subject to, the Rules for the Conduct of Commercial

Arbitrations of the Institute of Arbitrators and Mediators, Australia. Each party

agrees to submit to such arbitration as a precondition to the commencement of

litigation. During such arbitration, both parties may be represented by a duly

qualified legal practitioner.

19. General

(a) The failure, delay, relaxation or indulgence on the part of a party in exercising, in

part or whole, any power, right or remedy conferred upon that party by this EULA

shall not operate as a waiver of that power, right or remedy.

(b) You must not assign or otherwise deal with all or any part of your rights or

obligations under this EULA without Our prior written consent. We may assign

our rights under, and for novate, this EULA at any time by notice in writing to you.

our suppliers.

(d) Any notice given under or pursuant to this EULA by either party to the other must

be in writing by email and will be deemed to have been given on transmission.

Notices to us must be sent to waterco.connect.support@waterco.com or by any

other method

EULA-V1-12102022

notified by email to you by us. Notices to you will be sent to the email address

you have provided to us as part of your registering to use the Software or as

otherwise advised and confirmed by us.

(e) If any term of this EULA is invalid or not enforceable by a court of competent

jurisdiction, it is to be read down and shall otherwise be capable of being severed

to the extent of the invalidity or unenforceability without affecting the remaining

provisions of this EULA.

(f) Any clause of this EULA that is by its nature intended to survive termination does

so, including clauses 4(c), 10, 13(e), 14, 15, 19(e), 19(f) and 19(g).

(g) This EULA are governed by and is to be construed in accordance with the laws in

force in New South Wales, Australia. Each party irrevocably and unconditionally

submits to the exclusive jurisdiction of the courts of New South Wales and

waives any right to object to proceedings being brought in those courts or courts

of appeal therefrom.

20. Definitions and interpretation

20.1 Definitions

In this EULA, the following definitions apply:

Confidential Information means any information in any form or media which is by

its nature confidential or is identified by a party as being confidential, including any of

the source code or other parts of the Software not in the public domain but does not

include information which can be proved by written evidence:

(a) to be rightfully known by the receiving party as a consequence of the information

being disclosed from an independent source without any limitation on its use or

disclosure;

(b) at the time of its disclosure, or at the time the receiving party becomes aware of

it, to be in the public domain, or which subsequently enters the public domain

otherwise than as a result of a breach of this Agreement; or

while having no knowledge of the disclosing party's Confidential Information.

IPR means any patent, trade mark, service mark, copyright, moral right, right in a

design, know-how and any other intellectual or industrial property rights, anywhere in

the world whether or not registered.

Marks means any name, logo or trade mark owned by, or licensed to, us.

Open Source Code means individual software components that are provided with

the software or hardware, for which the source code is made generally available

without charge for use, modification or distribution.

Personal Information has the meaning prescribed by section 6 of the Privacy Act

1998 (Cth).

Privacy Laws means the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), the Do

Not Call Register Act 2006 (Cth), and any other legislation, principles, industry codes

and policies relating to the handling of Personal Information.

Software means the software made available to you by us. The Software may

include Open Source Code and other software which is owned or licensed by us.

EULA-V1-12102022

Term means from the date of your acceptance of this EULA until the first to occur of

the following:

(a) you cease to be provided with access to the Software for any reason; or

(b) this EULA is terminated in accordance with clause 13.

Third Party Supplier means any third party supplier of data which is accessed and

use in connection with the Software.

You or your means the person who installs and/or uses the Software and who, by so

doing, accepts this EULA.

Your Data means:

(a) any data concerning you or any user of the Software authorised by you; and

(b) any data that you or any person with your authority inputs into the Software by

any means; and

20.2 Interpretation

In this EULA:

(a) an obligation or liability assumed by, or a right conferred on, two or more parties

binds or benefits them all jointly;

(b) no provision of this EULA will be construed to the disadvantage of a party merely

because that party was responsible for preparing this EULA or including the

provision in this EULA; and

to Sydney, New South Wales, Australia.