LICENSE

End User Customer Agreement

Localz License Agreement

Last Modified 14 July 2014

IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY. IT IS
VERY IMPORTANT THAT YOU, OR THE ENTITY YOU REPRESENT (COLLECTIVELY,
THE "CUSTOMER", “YOU”, “YOUR” AND “YOURSELF”) HAVE BEEN REGISTERED AS
THE END USER FOR THE PURPOSES OF THIS LICENSE AGREEMENT. IF YOU DO
NOT HAVE THE AUTHORITY TO BIND THE CUSTOMER, DO NOT AGREE TO ANY OF
THE TERMS BELOW AS LOCALZ IS UNABLE TO PROVIDE SOFTWARE AND RELATED
SERVICES TO THE CUSTOMER WITHOUT AGREEMENT TO THESE TERMS.

Localz Pty Ltd ABN 49 166 395 062 and/or its authorized and appointed affiliates (collectively,
“Localz”, “we”, “us”, “our”, or “Affiliate”) license this software to you on the condition that you
accept all of the terms contained in this License Agreement (“Agreement”) and any additional
limitations on the license set forth in any supplemental license agreement accompanying the
product, made available at the time of your contract. To the extent of any conflict between the
terms of this Agreement and any supplemental license agreement, the supplemental license
agreement shall apply. By downloading, installing, or using the software, you are binding
yourself to the Agreement. If you do not agree to all of the terms of the Agreement, then
Localz is unwilling to license the software to and you may not download, install or use the
software.

The following terms of the agreement govern your use of the Licensed Software (defined
below), except to the extent: (a) there is a separate signed contract between you and Localz
governing your use of the software. To the extent of a conflict between the provisions of the
foregoing documents, the order of precedence shall be (1) the signed contract, and (2) the
Agreement. For purposes of this Agreement, "Software" shall mean computer programs,
software development kits (SDKs), application programming interfaces (APIs), hosted
services and related software components as provided to you by an approved source, and
any upgrades, updates, bug fixes or modified versions thereto (collectively, "Upgrades"), any
of the same which has been relicensed under the Localz software transfer and re-licensing
policy (as may be amended by Localz from time to time) or backup copies of any of the
foregoing.

License grant. Subject to compliance with the terms and conditions of the Agreement,
Localz grants to the Customer the following rights: (i) a non-exclusive, non-transferable
license to distribute, reproduce, perform and display copies of the Licensed Software solely in
support of Customer’s business operations to create or integrate Customer’s products with
the Localz software platform(s). In the event that Customer has signed a separate
standalone agreement for the Licensed Software, such standalone agreement shall expressly
supersede the terms and conditions of this License Agreement. The foregoing is subject to
the following: Customer agrees to: (i) display Customer’s own valid copyright notice on
Customer products; (ii) Customer shall not remove or obscure any copyright, trademark, or
patent notices that appear on the Licensed Software as delivered; (iii) Customer shall
indemnify, hold harmless, and defend Localz from and against any claims or lawsuits,
including attorney’s fees, that arise or result from the use or distribution of Customer
products; APIs or other works developed using the Licensed Software; and (iv) acknowledge
and agree that Localz reserves all rights not expressly granted herein.

General Limitations. This is a license, not a transfer of title, to the software and
documentation, and Localz retains ownership of all copies of the software and
documentation. Customer acknowledges that the software and documentation contain trade
secrets of Localz or its suppliers or licensors, including but not limited to the specific internal
design and structure of individual programs and associated interface information. Except as
otherwise expressly provided under the Agreement, Customer shall have no right, and
Customer specifically agrees not to:
(i) rent, lease, sublicense or create derivative works based upon the Software, or permit third
parties to do the same;
(i) reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software to
human-readable form, except for the purposes of Customer system interoperability and the
extent otherwise expressly permitted under applicable law notwithstanding this restriction or
except to the extent that Localz is legally required to permit such specific activity pursuant to
any applicable open source license;
(iii) disclose, provide, or otherwise make available trade secrets contained within the Software
and Documentation in any form to any third party without the prior written consent of Localz.
Customer shall implement reasonable security measures to protect such trade secrets.

Third Parties. Localz uses third parties to perform certain activities including the hosting of
services and may change its provider from time to time. All access to hosted services will be
subject to the Agreement and Localz acceptable use policy.

Third Party Programs. The Licensed Software may contain third party software
programs (“Third Party Programs”) that are available under open source or free software
licenses. This License Agreement does not alter any rights or obligations Customer may have
under those open source or free software licenses. Notwithstanding anything to the contrary
contained in such licenses, the disclaimer of warranties and the limitation of liability provisions
in this License Agreement shall apply to such Third Party Programs.

Audit. An auditor, selected by Localz and reasonably acceptable to Customer, may, upon
reasonable notice and during normal business hours, but not more often than once each
year, inspect Customer records and deployment in order to confirm that Customer use of the
Licensed Software complies with the Agreement. Localz shall bear the costs of any such
audit, except where the audit demonstrates non-compliant usage of the Licensed Software. In
such case, you shall reimburse Localz for the auditor’s reasonable actual fees for such audit.

Term and Termination. The Agreement and the license granted herein shall remain
effective until terminated. The Agreement shall automatically terminate upon your breach of
any term contained herein. Upon termination, Customer shall immediately stop using and
destroy all copies of the Licensed Software.
The following provisions of the Agreement survive termination: License Restrictions and any
other restrictions on use of intellectual property, General Limitations, Warranty Disclaimer,
Limitation of Liability, Development Disclaimer & Indemnification, Survival, and General.

Warranty Disclaimer. The licensed software is provided “as is,” exclusive of any
warranty, including, without limitation, any implied warranty of merchantability, fitness for a
particular purpose, non-infringement, or any other warranty, whether expressed or implied.
Furthermore, Localz shall not be liable under any theory for any damages suffered by
Customer or any user of the licensed software or any integration, APIs or the like provided by
Customer which were developed using the licensed software.

Development Disclaimer and Indemnification. Localz shall not be responsible for
your integration, API development or any other authorised use or programming or
development activities using the licensed software. Unless you use the appropriate degree of
skill and care, development and programming activities, Customer may experience or cause
errors or problems in the use or operation of the Localz platform or other software programs.
Customer may use the licensed software at your sole risk and Localz shall have no liability for
any failure of the licensed software and/or issues associated with the Localz platform and/or
any Localz software based on your failure to properly develop, program, install, configure and
monitor your integration, APIs or the like. Customer shall indemnify, defend and hold Localz
harmless from and against any and all liabilities, damages, costs and expenses incurred by
Localz as a result of your breach of this agreement.

Limited liability. To the maximum extent permitted by applicable law and regardless of
whether any remedy set forth herein fails of its essential purpose, in no event will Localz or its 
licensors, resellers, suppliers or agents be liable to you for (i) any costs of procurement of
substitute or replacement goods and services, loss of profits, loss of use, loss of or corruption
to data, business interruption, loss of production, loss of revenues, loss of contracts, loss of
goodwill, or anticipated savings or wasted management and staff time; or (ii) any special,
consequential, incidental or indirect damages whether arising directly or indirectly out of this
license agreement, even if Localz or its licensors, resellers, suppliers or agents has been
advised such damages might occur. In no case shall Localz’s liability exceed the fees you
paid for the licensed software giving rise to the claim.
Nothing in this agreement shall operate so as to exclude or limit Localz liability to you for
death or personal injury arising out of negligence or for any other liability which cannot be
excluded or limited by law. The disclaimers and limitations set forth above will apply
regardless of whether or not you accept the licensed software, or any updates or upgrades
thereto.

Customer acknowledges and agrees that Localz has set its prices and entered into the
Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth
herein, that the same reflect an allocation of risk between the parties (including the risk that a
contract remedy may fail of its essential purpose and cause consequential loss), and that the
same form an essential basis of the bargain between the parties.

Assignment. Customer may not assign the rights granted hereunder or this License
Agreement, in whole or in part and whether by operation of contract, law or otherwise, without
Localz prior express written consent.

Controlling Law, Jurisdiction. This License Agreement will be governed by the laws of
Australia. Unless expressly prohibited by local law, the Agreement and Warranties are
controlled by and construed under the laws of the State of Victoria, Australia. Notwithstanding
any conflicts of law provisions, the State and federal courts of Victoria shall have exclusive
jurisdiction over any claim arising under the Agreement or Warranties. Such governing laws
are exclusive of any provisions of the United Nations Convention on Contracts for Sale of
Goods, including any amendments thereto, and without regard to principles of conflicts of law.
If any provision of this License Agreement is found partly or wholly illegal or unenforceable,
such provision shall be enforced to the maximum extent permissible, and remaining
provisions of this License Agreement shall remain in full force and effect. A waiver of any
breach or default under this License Agreement shall not constitute a waiver of any other
subsequent breach or default.