Orthogramic Customer Agreement

This Agreement is between Customer and Orthogramic. "Customer" means the entity on behalf of which this Agreement is accepted or, if that does not apply, the individual accepting this Agreement. "Orthogramic" means Swan Hickey Pty Ltd ACN 631 505 694 trading as Orthogramic.

If you (the person accepting this Agreement) are accepting this Agreement on behalf of your employer or another entity, you agree that:

(i) you have full legal authority to bind your employer or such entity to this Agreement, and

(ii) you agree to this Agreement on behalf of your employer or such entity.

If you are accepting this Agreement using an email address from your employer or another entity, then:

(i) you will be deemed to represent that party,

(ii) your acceptance of this Agreement will bind your employer or that entity to these terms, and

(iii) the word "you" or "Customer" in this Agreement will refer to your employer or that entity.

By clicking on the "Agree" (or similar button or checkbox) that is presented to you at the time of placing an Order, downloading Products, or by using or accessing the Products, you confirm you are bound by this Agreement. If you do not wish to be bound by this Agreement, do not click "Agree" (or similar button or checkbox), download the Products, or use or access the Products.

1. Overview

This Agreement applies to Customer's Orders for Products, Consulting Services and related Support and Advisory Services.

2. Use of Products

2.1. Permitted Use. Subject to this Agreement and during the applicable Subscription Term, Orthogramic grants Customer a non-exclusive, worldwide right to use the Products and related Support and Advisory Services for its and its Affiliates' internal business purposes, in accordance with the Documentation and Customer's Scope of Use.

2.2. Restrictions. Customer must not (and must not permit anyone else to):

(a) rent, lease, sell, distribute or sublicense the Products except where expressly permitted by law,

(b) provide access to the Products to unauthorized third parties (excluding Users),

(c) use the Products to develop directly competing products or services,

(d) reverse engineer, decompile, disassemble or seek to access the source code to the Products except where required by law,

(e) materially modify the Products in a way that circumvents security measures,

(f) remove proprietary notices where doing so would breach intellectual property rights,

(g) use the Products in violation of the Acceptable Use Policy.

Notwithstanding the above, nothing in this Agreement limits Customer's rights under applicable consumer protection laws, including the Australian Consumer Law.

2.3. Consumer Rights. Nothing in this Agreement excludes, restricts or modifies any consumer rights under the Australian Consumer Law or other applicable consumer protection legislation that cannot be excluded, restricted or modified by agreement. Where Customer acquires Products or Services for personal, domestic or household use, or is a small business as defined under the Australian Consumer Law, the consumer guarantees and other protections under that law apply in addition to any rights under this Agreement.

3. Users

3.1. Responsibility. Customer may authorize Users to access and use the Products, in accordance with the Documentation and Customer's Scope of Use. Customer is responsible for its Users' compliance with this Agreement and all activities of its Users, including Orders they may place, apps and Third Party-Products enabled, and how Users access and use Customer Data.

3.2. Login Credentials. Customer must ensure that each User keeps its login credentials confidential and must promptly notify Orthogramic if it becomes aware of any unauthorized access to any User login credentials or other unauthorized access to or use of the Products.

3.3. Domain Ownership. Where a Product requires Customer to specify a domain (such as www.example.com) for the Product's or a feature's operation, Orthogramic may verify that Customer or an Affiliate owns or controls that domain. Orthogramic has no obligation to provide that Product or feature if Orthogramic cannot verify that Customer or an Affiliate owns or controls the domain. Product administrators appointed by Customer may also take over management of accounts previously registered using an email address belonging to Customer's domain, which become "managed accounts" (or similar term), as described in the Documentation.

3.4. Age Requirements. The Products are not intended for use by anyone under the age of 16. Customer is responsible for ensuring that all Users are at least 16 years old.

4. Products

This Section 4 only applies to Products.

4.1. Customer Data. Orthogramic may process Customer Data to provide the Products and related Support or Advisory Services in accordance with this Agreement.

4.2. Security Program. Orthogramic has implemented and will maintain an information security program that uses appropriate physical, technical and organizational measures designed to protect Customer Data from unauthorized access, destruction, use, modification or disclosure, as described in its Security Processes. Orthogramic will also maintain a compliance program that includes independent third-party audits and certifications, as described in its Security Processes.

4.3. Service Levels. Where applicable, service level commitments for the Products are set out in the Service Level Agreement.

4.4. Data Retrieval. The Documentation describes how Customer may retrieve its Customer Data from the Products.

4.5. Removals and Suspension. Orthogramic has no obligation to monitor Customer Data. Nonetheless, if Orthogramic becomes aware that: (a) Customer Data may violate Law, Section 2.2 (Restrictions), or the rights of others (including relating to a takedown request received following the guidelines for Reporting Copyright and Trademark Violations), or (b) Customer's use of the Products threatens the security or operation of the Products, then Orthogramic may: (i) limit access to, or remove, the relevant Customer Data, or (ii) suspend Customer's or any User's access to the relevant Products. Orthogramic may also take any such measures where required by Law, or at the request of a governmental authority. When practicable, Orthogramic will give Customer the opportunity to remedy the issue before taking any such measures.

4.6. Procedural Requirements for Removals and Suspension. Before taking action under Section 4.5, Orthogramic will: (a) provide Customer with written notice specifying the grounds for action and a reasonable opportunity to remedy the issue (except where immediate action is required to prevent harm or comply with legal obligations), (b) where Customer is a consumer or small business, provide at least 7 days' notice before suspension unless emergency circumstances exist, (c) maintain a reasonable complaints process for Customer to dispute such actions, (d) restore access promptly once any breach is remedied. This Section does not limit any rights Customer may have under consumer protection laws.

5. Customer Obligations

5.1. Disclosures and Rights. Customer must ensure it has made all disclosures and obtained all rights and consents necessary for Orthogramic to use Customer Data and Customer Materials to provide the Products, Support or Advisory Services.

5.2. Product Assessment. Customer is responsible for determining whether the Products meet Customer's requirements and any regulatory obligations related to its intended use.

5.3. Sensitive Health Information. Unless the parties have entered into appropriate supplementary agreements:

(a) HIPAA: Customer must not (and must not permit anyone else to) upload to the Products (or use the Products to process) any patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (HIPAA). A Business Associate Agreement must be executed before any such processing.

(b) Australian Health Data: Customer must not upload to the Products any health information that is subject to enhanced protections under the Privacy Act 1988 (Cth), My Health Records Act 2012 (Cth), or equivalent state or territory health records legislation, unless Customer has obtained all necessary consents and provided appropriate notice to Orthogramic to enable compliance with applicable requirements.

6. Third-Party Code and Third-Party Products

6.1. Third-Party Code. This Agreement and the Third-Party Code Policy apply to open source software and commercial third-party software Orthogramic includes in the Products.

6.2. Third-Party Products. Customer may choose to use the Products with third-party platforms, apps, add-ons, services or products ("Third-Party Products"). Use of such Third-Party Products with the Products may require access to Customer Data and other data by the third-party provider, which, for Products Orthogramic will permit on Customer's behalf if Customer has enabled that Third-Party Product. Customer's use of Third-Party Products is subject to the relevant provider's terms of use, not this Agreement. Orthogramic does not control and has no liability for Third-Party Products.

7. Support and Advisory Services

Orthogramic will provide Support and Advisory Services as described in the Order and applicable Policies within the AEST (Australian Eastern Standard Time) timezone only. Orthogramic's provision of Support or Advisory Services is subject to Customer providing timely access to Customer Materials and personnel reasonably requested by Orthogramic.

8. Ordering Process and Delivery

No Order is binding until Orthogramic provides its acceptance, including by sending a confirmation email, providing access to the Products, or making license or access keys available to Customer. No terms of any purchase order or other business form used by Customer will supersede, supplement, or otherwise apply to this Agreement or Orthogramic. Orthogramic will deliver login instructions or license keys for Products and document deliverables electronically (via email, secure portal, or agreed medium) to Customer's account (or through other reasonable means) promptly upon receiving payment of the fees.

8.1. Consulting Deliverables. Deliverables are deemed accepted on the earlier of: (a) written confirmation; or (b) five business days after submission with no material defect notice. Identified defects will be remediated promptly; acceptance then follows. Word document deliverables will be provided electronically and are final upon acceptance, subject to remediation of material defects.

9. Billing and Payment

9.1. Fees.

(a) Direct Purchases. If Customer purchases directly from Orthogramic, fees and any payment terms are specified in Customer's Order with Orthogramic.

(b) Resellers. If Customer purchases through a Reseller, Customer must pay all applicable amounts directly to the Reseller, and Customer's order details (e.g., Products and Scope of Use) will be specified in the Order placed by the Reseller with Orthogramic on Customer's behalf.

(c) Renewals. Unless otherwise specified in an Order and subject to the Product, Support or Advisory Services continuing to be generally available, a Subscription Term will automatically renew at Orthogramic's then current rates for: (i) if Customer's prior Subscription was for a period less than twelve (12) months, another Subscription Term of a period equal to Customer's prior Subscription Term, or (ii) if Customer's prior Subscription Term was for twelve (12) months or more, twelve (12) months.

Either party may elect not to renew a Subscription Term by giving notice to the other party before the end of the current Subscription Term. For consumer and small business customers, Orthogramic will provide at least 7 days' written notice before any automatic monthly renewal and 30 days before any annual renewal, including details of the renewal terms and how to cancel. Customer must provide any notice of non-renewal through account settings in the Products.

Consumer and small business customers have the right to cancel any automatically renewed subscription within 14 days of renewal for a pro-rated refund.

Price Increase Limitation: For renewal terms, any increase in fees from the prior Subscription Term will not exceed the greater of: (i) 5% of the prior term's fees, or (ii) the percentage increase in the Australian Consumer Price Index (All Groups, Weighted Average of Eight Capital Cities) for the 12-month period ending in the quarter prior to renewal. Orthogramic will provide at least 60 days' notice of any fee increase for renewals.

(d) Increased Scope of Use. Customer may increase its Scope of Use by placing a new Order or modifying (by mutual agreement with Orthogramic) an existing Order. Unless otherwise specified in the applicable Order, Orthogramic will charge Customer for any increased Scope of Use at Orthogramic's then-current rates, prorated for the remainder of the then-current Subscription Term.

(e) Refunds. All fees and expenses are non-refundable, except as otherwise provided in this Agreement. For any purchases Customer makes through a Reseller, any refunds from Orthogramic payable to Customer relating to that purchase will be remitted by that Reseller, unless Orthogramic specifically notifies Customer otherwise at the time of refund.

(f) Credit Cards. If Customer uses a credit card or similar online payment method for its initial Order, then Orthogramic may bill that payment method for renewals, additional Orders, overages to scopes of use, expenses, and unpaid fees, as applicable.

9.2. Taxes.

(a) Taxes Generally. Fees and expenses are exclusive of any sales, use, GST, value-added, withholding or similar taxes or levies that apply to Customer's Orders. Other than taxes on Orthogramic's net income, Customer is responsible for any such taxes or levies and must pay those taxes or levies, which Orthogramic will itemize separately, in accordance with an applicable invoice.

(b) Withholding Taxes. To the extent Customer is required to withhold tax from payment to Orthogramic in certain jurisdictions, Customer must provide valid documentation it receives from the taxing authority in such jurisdictions confirming remittance of withholding. This documentation must be provided at the time of payment of the applicable invoice to Orthogramic.

(c) Exemptions. If Customer claims exemption from any sales tax, VAT, GST or similar taxes under this Agreement, Customer must provide Orthogramic a valid tax exemption certificate or tax ID at the time of Order, and after receipt of valid evidence of exemption, Orthogramic will not include applicable taxes on the relevant Customer invoice.

9.3. Return Policy. Within thirty (30) days of its initial Order for a Product, Customer may terminate the Subscription Term for that Product, for any or no reason, by providing notice to Orthogramic. Following such termination, upon request (which may be made through Customer's Orthogramic account), Orthogramic will refund Customer the amount paid for that Product and any associated Support under the applicable Order. Unless otherwise specified in the Policies, this return policy does not apply to Advisory Services.

9.4. Suspension for Non-payment. Orthogramic may suspend Customer's rights to use Products or receive Support or Advisory Services if payment is overdue, and Orthogramic has given Customer no fewer than ten (10) days' written notice.

10. Orthogramic Warranties

10.1. Performance Warranties. Orthogramic warrants to Customer that: (a) the Products will operate in substantial conformity with the applicable Documentation during the applicable Subscription Term, (b) Orthogramic will not materially decrease the functionality or overall security of the Products during the applicable Subscription Term, (c) Orthogramic will use reasonable efforts designed to ensure that the Products, when and as provided by Orthogramic, are free of any viruses, malware or similar malicious code, and (d) Orthogramic warrants that Consulting Deliverables will be prepared with reasonable skill and care (each, a "Performance Warranty").

10.2. Performance Warranty Remedy. If Orthogramic breaches a Performance Warranty and Customer makes a reasonably detailed warranty claim within 30 days of discovering the issue, Orthogramic will use reasonable efforts to correct the non-conformity. If Orthogramic determines such remedy to be impracticable, either party may terminate the affected Subscription Term. Orthogramic will then refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. These procedures are Customer's exclusive remedy and Orthogramic's entire liability for breach of a Performance Warranty.

10.3. Exclusions. The warranties in this Section 10 (Orthogramic Warranties) do not apply to: (a) the extent the issue or non-conformity is caused by Customer's unauthorized use or modification of the Products, (b) Third-Party Products, or (c) guarantees of specific financial, strategic, or investment outcomes.

10.4. Disclaimers. Except as expressly provided in this Section 10 (Orthogramic Warranties) and subject to applicable consumer protection laws including the Australian Consumer Law, the Products, Support and Advisory Services and all related Orthogramic services and deliverables are provided "AS IS."

To the extent permitted by law, Orthogramic makes no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or non-infringement. Nothing in this Section excludes, restricts or modifies consumer guarantees or other rights under the Australian Consumer Law that cannot be excluded, restricted or modified. Where such rights cannot be excluded, Orthogramic's liability is limited to the extent permitted by law. Orthogramic does not warrant that Customer's use of the Products will be uninterrupted or error-free. Orthogramic is not liable for delays, failures or problems inherent in use of the internet and electronic communications or other systems outside Orthogramic's control.

11. Term and Termination

11.1. Term. This Agreement commences on the date Customer accepts it and expires when all Subscription Terms have ended.

11.2. Termination for Convenience. Customer may terminate this Agreement or a Subscription Term upon notice for any reason. Subject to Section 9.3 (Return Policy), Customer will not be entitled to any refunds as a result of exercising its rights under this Section 11.2, and any unpaid amounts for the then-current Subscription Terms and any related service periods will become due and payable immediately upon such termination. For consumer and small business customers who terminate for convenience, Orthogramic will provide a pro-rated refund of any prepaid fees for the unused portion of the Subscription Term, calculated from the date of termination, except where termination occurs within the first 30 days of the initial term (in which case Section 9.3 Return Policy applies).

11.3. Termination for Cause. Either party may terminate this Agreement or a Subscription Term if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice, (b) ceases operation without a successor, or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors' arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. If Customer terminates this Agreement or a Subscription Term in accordance with this Section 11.3, Orthogramic will refund to Customer any pre-paid, unused fees for the terminated portion of the Agreement or applicable Subscription Term.

11.4. Effect of Termination. Upon expiration or termination of this Agreement or a Subscription Term: (a) Customer's rights to use the applicable Products, Support or Advisory Services will cease, (b) Customer must immediately cease accessing the Products. Following expiration or termination, unless prohibited by Law, Orthogramic will delete Customer Data in accordance with the Documentation.

11.5. Survival. These Sections survive expiration or termination of this Agreement: 2.2 (Restrictions), 4.2 (Security Program), 9.1 (Fees), 9.2 (Taxes), 10.4 (Disclaimers), 11.4 (Effect of Termination), 11.5 (Survival), 12 (Ownership), 13 (Limitations of Liability), 14 (Indemnification by Orthogramic), 15 (Confidentiality), 16.4 (Disclaimer), 17 (Feedback), 19 (General Terms) and 20 (Definitions).

12. Ownership

12.1. General. Except as expressly set out in this Agreement, neither party grants the other any rights or licenses to its intellectual property under this Agreement.

12.2. Customer Ownership. As between the parties:

(a) Customer owns all intellectual property and other rights in Customer Data and Customer Materials provided to Orthogramic or used with the Products.

(b) Customer owns all intellectual property and other rights in Consulting Deliverables upon payment in full for the applicable Advisory Services, subject only to Section 12.3.

12.3. Orthogramic Ownership. Orthogramic and its licensors retain all intellectual property and other rights in:

(a) the Products, including all software, platforms, and technology comprising or enabling the Products;

(b) Orthogramic's methodologies, processes, frameworks, templates, formats, and dashboards, including the Orthogramic Metamodel and its domains and sub-domains;

(c) any tools, scripts, or technical components developed or used by Orthogramic in creating Consulting Deliverables;

(d) any modifications, improvements, or derivative works to any of the foregoing, regardless of whether created during the provision of Advisory Services; and

(e) any Support and Advisory Services deliverables other than Consulting Deliverables (such as general guidance, recommendations, or advice).

12.4. License Back. To the extent any Consulting Deliverable incorporates or is dependent upon Orthogramic's pre-existing intellectual property described in Section 12.3, Orthogramic grants Customer a non-exclusive, perpetual, royalty-free license to use such pre-existing intellectual property solely as embedded in and necessary to use the applicable Consulting Deliverable for Customer's internal business purposes.

12.5. No Implied Rights. Nothing in this Agreement transfers to Customer any right to use Orthogramic's methodologies, processes, or technology independently of the Consulting Deliverables or Products.

13. Limitations of Liability

13.1. Damages Waiver. Except for Excluded Claims or Special Claims, to the maximum extent permitted by Law, neither party will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance. Orthogramic's liability is limited for business decisions made based on Consulting Deliverables.

13.2. General Liability Cap. Except for Excluded Claims or Special Claims, to the maximum extent permitted by Law, each party's entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid to Orthogramic for the Products, Support and Advisory Services giving rise to the liability during the twelve (12) months preceding the first event out of which the liability arose. Customer's payment obligations under Sections 9.1 (Fees) and 9.2 (Taxes) are not limited by this Section 13.2. The liability cap applies equally to Products, Advisory, and Consulting Deliverables.

13.3. Excluded Claims. "Excluded Claims" means: (a) Customer's breach of Section 2.2 (Restrictions) or Section 5 (Customer Obligations), (b) either party's breach of Section 15 (Confidentiality) but excluding claims relating to Customer Data or Customer Materials, or (c) amounts payable to third parties under Orthogramic's obligations in Section 14 (Indemnification by Orthogramic).

13.4. Special Claims. For Special Claims, Orthogramic's aggregate liability under this Agreement will be the lesser of: (a) two times (2x) the amounts paid to Orthogramic for the Products, Support and Advisory Services giving rise to the Special Claim during the twelve (12) months preceding the first event out of which the Special Claim arose, and (b) US$5,000,000. "Special Claims" means any unauthorized disclosure of Customer Data or Customer Materials caused by a breach by Orthogramic of its obligations in Section 4.2 (Security Program).

13.5. Nature of Claims and Failure of Essential Purpose. The exclusions and limitations in this Section 13 (Limitations of Liability) apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

13.6. Consumer Law Exclusion. Notwithstanding any other provision in this Agreement, the limitations and exclusions in this Section 13 do not apply to the extent they would contravene the Australian Consumer Law or other applicable consumer protection legislation. Where Customer has rights under consumer protection laws that cannot be excluded, Orthogramic's liability for breach of such rights is limited to the extent permitted by law.

14. Indemnification by Orthogramic

14.1. IP Indemnification. Orthogramic must: (a) defend Customer from and against any third-party claim to the extent alleging that the Products, when used by Customer as authorized by this Agreement, infringe any intellectual property right of a third party (an "Infringement Claim"), and (b) indemnify and hold harmless Customer against any damages, fines or costs finally awarded by a court of competent jurisdiction (including reasonable attorneys' fees) or agreed in settlement by Orthogramic resulting from an Infringement Claim.

14.2. Procedures. Orthogramic's obligations in Section 14.1 (IP Indemnification) are subject to Customer providing: (a) sufficient notice of the Infringement Claim so as to not prejudice Orthogramic's defense of the Infringement Claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the Infringement Claim, and (c) all reasonably requested cooperation, at Orthogramic's expense for reasonable out-of-pocket expenses. Customer may participate in the defense of an Infringement Claim with its own counsel at its own expense.

14.3. Settlement. Customer may not settle an Infringement Claim without Orthogramic's prior written consent. Orthogramic may not settle an Infringement Claim without Customer's prior written consent if settlement would require Customer to admit fault or take or refrain from taking any action (other than relating to use of the Products).

14.4. Mitigation. In response to an actual or potential Infringement Claim, Orthogramic may, at its option: (a) procure rights for Customer's continued use of the Products, (b) replace or modify the alleged infringing portion of the Products without reducing the overall functionality of the Products, or (c) terminate the affected Subscription Term and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term.

14.5. Exceptions. Orthogramic's obligations in this Section 14 (Indemnification by Orthogramic) do not apply to the extent an Infringement Claim arises from: (a) Customer's modification or unauthorized use of the Products, (b) use of the Products in combination with items not provided by Orthogramic (including Third-Party Products), or (c) Third-Party Products, Customer Data or Customer Materials.

14.6. Exclusive Remedy. This Section 14 (Indemnification by Orthogramic) sets out Customer's exclusive remedy and Orthogramic's entire liability regarding infringement of third-party intellectual property rights.

15. Confidentiality

15.1. Definition. "Confidential Information" means information disclosed by one party to the other under or in connection with this Agreement that: (a) is designated by the disclosing party as proprietary or confidential, or (b) should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Orthogramic's Confidential Information includes any source code and technical or performance information about the Products. Customer's Confidential Information includes Customer Data and Customer Materials.

15.2. Obligations. Unless expressly permitted by the disclosing party in writing, the receiving party must: (a) hold the disclosing party's Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, (b) only use such Confidential Information to fulfill its obligations and exercise its rights in this Agreement, and (c) Customer is responsible for ensuring it has all necessary data provision rights. The receiving party may disclose such Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Orthogramic, the subcontractors referenced in Section 19.10 (Subcontractors and Affiliates)), provided the receiving party remains responsible for their compliance with this Section 15 (Confidentiality) and they are bound to confidentiality obligations no less protective than this Section 15 (Confidentiality).

15.3. Exclusions. These confidentiality obligations do not apply to information that the receiving party can demonstrate: (a) is or becomes publicly available through no fault of the receiving party, (b) it knew or possessed prior to receipt under this Agreement without breach of confidentiality obligations, (c) it received from a third party without breach of confidentiality obligations, or (d) it independently developed without using the disclosing party's Confidential Information. The receiving party may disclose Confidential Information if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the disclosing party in advance and cooperates, at the disclosing party's cost, in any reasonable effort to obtain confidential treatment.

15.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or anticipated breach of this Section 15 (Confidentiality).

16. Free or Beta Products

16.1. Access. Customer may receive access to certain Products or Product features on a free, fully discounted or trial basis, or as an alpha, beta or early access offering ("Free or Beta Products"). Use of Free or Beta Products is subject to this Agreement and any additional terms specified by Orthogramic, such as the applicable scope and term of use.

16.2. Termination or Modification. At any time, Orthogramic may terminate or modify Customer's use of (including applicable terms) Free or Beta Products or modify Free or Beta Products, upon providing Customer with at least 14 days' written notice, except where immediate termination is required due to security concerns, legal requirements, or Customer's breach of this Agreement. For modifications to Free or Beta Products or Customer's use, Customer must accept those modifications to continue accessing or using the Free or Beta Products.

16.3. Pre GA. Free or Beta Products may be inoperable, incomplete or include errors and bugs or features that Orthogramic may never release, and their features and performance information are Orthogramic's Confidential Information.

16.4. Disclaimer. Notwithstanding anything else in this Agreement, to the maximum extent permitted by Law, Orthogramic provides no warranty, indemnity, service level agreement or support for Free or Beta Products and its aggregate liability for Free or Beta Products is limited to US$100.

17. Feedback

If Customer provides Orthogramic with feedback or suggestions regarding the Products or other Orthogramic offerings, Orthogramic may use the feedback or suggestions without restriction or obligation.

18. Publicity

Orthogramic may identify Customer as a customer of Orthogramic in its promotional materials. Orthogramic will promptly stop doing so upon Customer request sent to sales@orthogramic.com.

19. General Terms

19.1. Compliance with Laws. Each party must comply with all Laws applicable to its business in its performance of obligations or exercise of rights under this Agreement.

19.2. Assignment.

(a) Customer may not assign or transfer any of its rights or obligations under this Agreement or an Order without Orthogramic's prior written consent. However, Customer may assign this Agreement in its entirety (including all Orders) to its successor resulting from a merger, acquisition, or sale of all or substantially all of Customer's assets or voting securities, provided that Customer provides Orthogramic with prompt written notice of the assignment and the assignee agrees in writing to assume all of Customer's obligations under this Agreement and complies with Orthogramic's procedural and documentation requirements to give effect to the assignment.

(b) Any attempt by Customer to transfer or assign this Agreement or an Order, except as expressly authorized above, will be null and void.

(c) Orthogramic may assign its rights and obligations under this Agreement (in whole or in part) without Customer's consent, provided that: (i) the assignee agrees in writing to be bound by this Agreement, and (ii) Orthogramic provides Customer with written notice of any such assignment within 30 days. Where Customer is a consumer or small business under the Australian Consumer Law, Customer may terminate this Agreement without penalty within 30 days of receiving notice of such assignment if the assignment materially and adversely affects Customer's rights or obligations.

19.3. Governing Law, Jurisdiction and Venue.

(a) This Agreement is governed by the laws of the State of Victoria, Australia, with the jurisdiction and venue for actions related to this Agreement in the courts of Victoria, Australia.

(b) This Agreement will be governed by such laws without regard to conflicts of laws provisions, and both parties submit to the personal jurisdiction of the applicable courts. The United Nations Convention on the International Sale of Goods does not apply to this Agreement.

(c) Australian Consumer Law Application. The parties acknowledge that the Australian Consumer Law, including unfair contract terms provisions, may apply to this Agreement regardless of the governing law clause above, particularly where Customer is a consumer or small business as defined under that law. Nothing in this governing law clause is intended to exclude the application of mandatory Australian consumer protection laws.

19.4. Notices.

(a) Except as specified elsewhere in this Agreement, notices under this Agreement must be in writing and are deemed given on: (i) personal delivery, (ii) when received by the addressee if sent by a recognized overnight courier with receipt request, (iii) the third business day after mailing, or (iv) the second business day after sending by email (provided that the sender does not receive a delivery failure notification), except that email will not be sufficient for notices regarding Infringement Claims, alleging breach of this Agreement by Orthogramic, or of Customer's termination of this Agreement in accordance with Section 11.3 (Termination for Cause).

(b) Notices to Orthogramic must be provided to legal@orthogramic.com.

(c) Notices to Customer must be provided to the billing or technical contact provided to Orthogramic, which may be updated by Customer from time to time in Customer's account pages. However, Orthogramic may provide general or operational notices via email, on its website or through the Products.

(d) Consumer Notifications. For customers who are consumers or small businesses under the Australian Consumer Law, Orthogramic will provide additional notifications as required by law, including renewal notices, material changes to terms, and cancellation rights information. Such notifications will be provided through email and prominent notices in the Products.

19.5. Entire Agreement. This Agreement is the parties' entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In the event of a conflict among the documents making up this Agreement, the main body of this Agreement (i.e., Sections 1 through 20, inclusive) will control, except that the Policies, and DPA will control for their specific subject matter. Consumer Law Override: To the extent of any inconsistency between this Agreement and applicable consumer protection laws (including the Australian Consumer Law), the consumer protection laws prevail to the extent of the inconsistency.

19.6. Other Orthogramic Offerings. Orthogramic makes available other offerings including training services under the Training Services Policy.

19.7. Interpretation, Waivers and Severability. In this Agreement, headings are for convenience only and "including" and similar terms are to be construed without limitation. Waivers must be granted in writing and signed by the waiving party's authorized representative. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

19.8. Changes to this Agreement.

(a) Orthogramic may modify this Agreement (which includes the Policies and DPA) from time to time, by posting the modified portion(s) of this Agreement on Orthogramic's website. Orthogramic must use commercially reasonable efforts to post any such modification at least thirty (30) days prior to its effective date.

(b) For free subscriptions, modifications become effective during the then current Subscription Term, in accordance with Orthogramic's notice.

(c) For paid subscriptions:

(i) except as specified below, modifications to this Agreement will take effect at the next Order or renewal unless either party elects to not renew pursuant to Section 9.1(c) (Renewals), and

(ii) Orthogramic may specify that modifications will become effective during a then-current Subscription Term if: (A) required to address compliance with Law, or (B) required to reflect updates to Product functionality or introduction of new Product features, provided such modifications do not materially and adversely affect Customer's existing rights under this Agreement. If Customer objects, Customer may terminate the remainder of the then-current Subscription Term for the affected Products as its exclusive remedy. To exercise this right, Customer must notify Orthogramic of its termination under this Section 19.8(c) within thirty (30) days of the modification notice, and Orthogramic will refund any pre-paid fees for the terminated portion of the applicable Subscription Term.

19.9. Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control and occurring without that party's fault or negligence.

19.10. Subcontractors and Affiliates. Orthogramic may use subcontractors or its Affiliates in the performance of its obligations under this Agreement, but Orthogramic remains responsible for its overall performance under this Agreement and for having appropriate written agreements in place with its subcontractors to enable Orthogramic to meet its obligations under this Agreement.

19.11. Independent Contractors. The parties are independent contractors, not agents, partners or joint venturers.

19.12. Export Restrictions. The Products may be subject to export restrictions and import restrictions of various jurisdictions. Customer must comply with all applicable export and import Laws in its access to, use of, and download of the Products or any content or records entered into the Products, including but not limited to:

(a) United States: U.S. Export Administration Regulations and Office of Foreign Assets Control sanctions programs;

(b) Australia: Defence Trade Controls Act 2012 (Cth), Customs Act 1901 (Cth), and the Autonomous Sanctions Regulations 2011.

Customer must not (and must not allow anyone else to) export, re-export, transfer or disclose the Products or any direct product of the Products: (i) to (or to a national or resident of) any jurisdiction subject to comprehensive sanctions, (ii) to anyone on any U.S., Australian, or applicable non-U.S. restricted- or denied-party list, or (iii) to any party that Customer has reason to know will use the Products in violation of applicable export Laws, or for any restricted end use under applicable export Laws.

19.13. Government End-Users. If Customer is a United States federal, state or local government customer, this Agreement is subject to, and is varied by, the Government Amendment.

19.14. No Contingencies. The Products, Support and Advisory Services in each Order are purchased separately and not contingent on purchase or use of other Orthogramic products and services, even if listed in the same Order. Customer's purchases are not contingent on delivery of any future functionality or features.

20. Definitions

"Acceptable Use Policy" means Orthogramic's Acceptable Use Policy.

"Advisory Services" means advisory services as described in the Advisory Services Policy.

"Advisory Services Policy" means Orthogramic's Advisory Services Policy.

"Affiliate" means an entity that, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where "ownership" means the beneficial ownership of more than fifty percent (50%) of an entity's voting equity securities or other equivalent voting interests and "control" means the power to direct the management or affairs of an entity.

"Agreement" means this Orthogramic Customer Agreement, as well as the DPA and the Policies.

"Australian Consumer Law" means Schedule 2 to the Competition and Consumer Act 2010 (Cth) and related regulations.

"Consulting Deliverables" means structured artefacts (e.g., Word documents, reports, models) created by Orthogramic for Customer using Orthogramic methodologies pursuant to an Order for Advisory Services.

"Consumer" has the meaning given in the Australian Consumer Law.

"Customer Data" means any data, content or materials provided to Orthogramic by or at the direction of Customer or its Users via the Products, including from Third-Party Products.

"Customer Materials" means materials and other resources that Customer provides to Orthogramic in connection with Support or Advisory Services.

"Digital Twin" means a distinct product category delivered via a secure hosted platform (insights.orthogramic.com).

"Documentation" means Orthogramic's usage guidelines and standard technical documentation for the applicable Product available at the Documentation Portal.

"DPA" means the Data Processing Addendum.

"Laws" means all applicable laws, regulations, conventions, decrees, decisions, orders, judgments, codes and requirements of any government authority (federal, state, local or international) having jurisdiction.

"Order" means Orthogramic's ordering document or online order specifying the Products, Support or Advisory Services to be provided under this Agreement, accepted by Orthogramic in accordance with Section 8 (Ordering Process and Delivery).

"Orthogramic Apps" means apps developed by Orthogramic for use with Products.

"Policies" means the Acceptable Use Policy, Advisory Services Policy, guidelines for Reporting Copyright and Trademark Violations, Privacy Policy, Security Processes, Service Level Agreement, Support Policy, Third-Party Code Policy.

"Privacy Policy" means Orthogramic's Privacy Policy.

"Products" means the applicable Products made available by Orthogramic in connection with an Order. Products also include Orthogramic Apps. For the avoidance of doubt, Consulting Deliverables are outputs of Advisory Services and are not "Products" for purposes of this Agreement.

"Reseller" means a partner authorized by Orthogramic to resell Orthogramic's Products, Support and Advisory Services to customers.

"Scope of Use" means Customer's entitlements to the Products specified in an Order, which may include: (a) number and type of Users, (b) numbers of licenses, copies or instances, or (c) entity, division, business unit, field of use or other restrictions or billable units.

"Security Processes" means Orthogramic's Security Processes.

"Service Level Agreement" means the service level commitments, if any, for a Product as described in Service Level Agreement.

"Small Business" means a business that employs fewer than 100 persons or has an annual turnover of less than $10 million, as defined under the Australian Consumer Law.

"Subscription Term" means the term for Customer's use of or access to the Products and related Support and Advisory Services as identified in an Order.

"Support" means the level of support for the Products corresponding to Customer's Scope of Use, as identified in the Support Policy.

"Support Policy" means the Orthogramic support offerings documentation available in the Support Policy.

"Third-Party Code Policy" means Orthogramic's Third-Party Code Policy.

"User" means any individual that Customer authorizes to use the Products. Users may include: (i) Customer's and its Affiliates' employees, consultants, contractors and agents (ii) third parties with which Customer or its Affiliates transact business (iii) individuals invited by Customer's users (iv) individuals under managed accounts, or (v) individuals interacting with a Product as Customer's customer.

Government Amendment

This Government Amendment (this "Amendment") modifies the Orthogramic Customer Agreement or a written agreement executed by Orthogramic (each, the "Agreement") and applies to United States federal, state, and local government Customers ("Government") only to address statutory restrictions that apply to the Agreement.

The Government and Orthogramic are together referred to as the "Parties." Accordingly, the Agreement is hereby modified as set forth below as it pertains to use by the Government. Orthogramic may update or modify this Amendment from time to time as set forth in the Agreement.

All capitalized terms used and not defined in this Amendment have the meanings given to them in the Agreement. Except as expressly set forth herein, all of the terms and conditions of the Agreement remain in full force and effect.

1. Commercial Items

The Products, Documentation, and related Support and Advisory Services are commercial in nature and available in the open marketplace. For U.S. federal Government Customers, the Products are "commercial computer software" as defined at 48 C.F.R. §§ 2.101 and 252.227-7014(a)(1) and as the term is used in 48 C.F.R §§ 12.212 and 227.7202; the related Support and Advisory Services are "commercial services" as defined in 48 C.F.R. § 2.101; and the Documentation is commercial "computer software documentation" as defined in 48 C.F.R. §§ 2.101 and 252.227-7014(a)(5) and as used in 48 C.F.R. §§ 12.212 and 227.7202. The Products, Documentation, and related Support and Advisory Services are provided to all Government Customers and Users, for use by the Government or on its behalf, subject to the terms of this Agreement, and all sales to U.S. federal Government Customers must be consistent with 48 C.F.R. §§12.212, 227.7202, and 252.227-7015, as applicable. The Products, Documentation, and related Support and Advisory Services are licensed to the Government with only those rights as granted to all other Customers and Users, according to the terms and conditions contained in the Agreement.

2. Government Purpose

Government's use of Products, Documentation, and related Support and Advisory Services under the Agreement as amended herein must only be for a governmental purpose. Any private, personal, or non-governmental purposes are not subject to this Amendment.

3. Liability, Statute of Limitations

Claims and liabilities arising from the Agreement will be determined under the Contract Disputes Act, the Federal Tort Claims Act, or the equivalent governing state or local legal authority and procedure. Federal statute of limitations provisions or, if applicable, state statute of limitations, apply to any breach or claim.

4. Governing Law

Any terms regarding choice of law and venue in the Agreement are hereby waived. The Agreement and this Amendment are governed by, and interpreted and enforced in accordance with, the laws applicable to Government without reference to conflict of laws. The laws of the State of California will apply in the absence of applicable law.

5. Intellectual Property Ownership

Except as expressly stated in the Agreement, no rights to any derivative works, inventions, products or product modifications, or documentation are conferred to Government or any other party. All such rights belong exclusively to Orthogramic. Orthogramic retains intellectual property in its methodologies, templates, and the closed source domains and sub-domains of the Orthogramic Metamodel, while granting Government ownership of Consulting Deliverables in accordance with Section 12 of the Agreement.

6. Publicity Rights

No publicity rights are granted by either Party in this Agreement. Any publicity must be authorized in writing by the Parties prior to name or logo use.

7. Order of Precedence and Severability

7.1. Order of Precedence. If there is any conflict between this Amendment and the Agreement, or between this Amendment and other terms, rules or policies on the Orthogramic website or related to the Products or related services, this Amendment will prevail.

7.2. Severability. The terms and conditions of this Amendment and the Agreement apply except to the limited extent prohibited by Law. If and to the extent any term or condition of this Amendment or the Agreement is so prohibited, such term or condition will be deemed modified only to the extent reasonably necessary to conform to Law but to give maximum effect to the term or condition as written.

Service Level Agreement

1. Service Level Commitment

For Eligible Products (as listed in the table in Appendix A) Orthogramic must provide the following monthly uptime percentage to Customer (the "Service Level Commitment"):

2. Service Credits

2.1. Eligibility. To be eligible to receive a service credit for Orthogramic's failure to meet the Service Level Commitment ("Service Credit"), Customer must submit a ticket at https://support.orthogramic.com with all fields fully and accurately completed within fifteen (15) days after the end of the calendar month in which the alleged failure occurred and provide any other reasonably requested information or documentation (for instance, as described in Process to Get Compensation). Orthogramic's monitoring and logging infrastructure is the sole source of truth for determining whether Orthogramic has met the Service Level Commitment.

2.2. Issuance. If Orthogramic confirms a failure to meet the Service Level Commitment, Orthogramic will apply the Service Credit, which will be calculated as described in Appendix B, against a future payment due from Customer for the affected Product, provided that Customer's account is fully paid up, without any overdue payments or disputes. No refunds or cash value will be given for unused Service Credits. Service Credits may not be transferred or applied to any other Orthogramic account or Product. The aggregate maximum Service Credit applied to an invoice will not exceed 100% of the amount invoiced for the affected Product in that invoice billing period (which, since Service Credits are applied to future payments, is not the month in which the affected Product was unavailable).

2.3. Reseller Purchases. If Customer purchased the affected Product through a Reseller, (a) Customer or the Reseller may submit a ticket as described in Section 2.1 above; and (b) any Service Credit will be based on the fees invoiced by Orthogramic to the Reseller for Customer's use of the affected Product under the Reseller's applicable order(s) with Orthogramic. Orthogramic will issue any associated Service Credits to the Reseller (and not directly to Customer), and the Reseller will be solely responsible for issuing the appropriate amounts to Customer.

3. Exclusions

Customer is not entitled to Service Credits if Customer is in breach of the Agreement (as defined below) or has not provisioned the relevant Product. The Service Level Commitment does not include unavailability to the extent due to: (a) Customer's use of the Products in a manner not authorized under the Agreement; (b) force majeure events or other factors outside of Orthogramic's reasonable control, including internet access or related problems; (c) Customer equipment, software, network connections or other infrastructure; (d) Customer Data or Customer Materials (or similar concepts defined in the Agreement); (e) Third-Party Products; or (f) routine scheduled maintenance or reasonable emergency maintenance. The Service Level Commitment does not apply to (i) sandbox instances or Free or Beta Products (or similar concepts in the Agreement) or (ii) features excluded from the Service Level Commitment in the applicable Documentation.

4. Exclusive Remedies

Service Credits are Customer's exclusive remedy and Orthogramic's entire liability for Orthogramic's failure to meet the Service Level Commitment.

5. Definitions

All capitalized terms used and not defined in this Service Level Agreement have the meanings given to them in the applicable agreement between Customer and Orthogramic for the relevant Products referencing this Service Level Agreement ("Agreement").

Appendix A — Eligible Products and Covered Experiences

*Covered Experiences include browser-based experiences only (not, e.g., integrations, API calls or mobile versions).

Appendix B — Service Credits

Professional Plan Products

Enterprise Plan Products

Advisory Services Policy

This Advisory Services Policy (this "Policy") supplements the Orthogramic Customer Agreement, or another agreement entered between Customer and Orthogramic (the "Agreement") and governs Orthogramic's provision of advisory services in connection with Orthogramic Products ("Advisory Services"). This Policy controls in the event of a conflict with the Agreement. Capitalized terms used and not defined in this Policy have the meanings given to them in the Agreement.

Advisory Services include (a) standalone service offerings (such as plays, assessments and workshops) ("Structured Advisory Services") and (b) subscription plans ("On-Demand Advisory Services"). Certain On-Demand Advisory Services may include access to Structured Advisory Services. The scope of particular Advisory Services is indicated in the Order and in the applicable Advisory Services datasheet.

1. Subscription Term and Consumption Period

1.1. On-Demand Advisory Services. On-Demand Advisory Services begin on the start date indicated in the applicable Order and are provided on a continuing basis for the duration of the Subscription Term. Any Subscription Term for Advisory Services may only be renewed by mutual written agreement of the parties. Any renewal terms and conditions, including pricing, are subject to change.

1.2. Structured Advisory Services. Structured Advisory Services must be consumed within 12 months from the date of the Order. After this period, Customer will no longer have any access to the Structured Advisory Service.

2. Availability of Advisory Services Representatives

Advisory Services are offered during Business Hours (as defined below) and are delivered by Orthogramic product specialists such as engagement managers, solution strategists and/or business architects (each, an "Advisory Services Representative") following a kick-off meeting to be scheduled within 14 days from the date of the Order or the start of the Subscription Term, whichever is later. Orthogramic may designate different Advisory Services Representatives to provide Advisory Services (or portions thereof), depending on the particular services and Orthogramic Products in scope. Advisory Services may be provided remotely or, for certain types and/or On-Demand Advisory Services plans, on site, in each case, on a schedule mutually agreed between Orthogramic and Customer's Account Representatives (as defined below). More information regarding on-site services delivery is included in Section 5 (Travel & Living Expenses).

"Business Hours" means 9 am to 5 pm AEST (Australian Eastern Standard Time) on any day that is not an Orthogramic designated holiday or weekend.

3. Account Representatives

Customer must designate up to two individuals to serve as key points of contact with the Advisory Services team (the "Account Representatives"). Customer must submit all requests through its Account Representatives, and Orthogramic will rely and act upon each Account Representative's instructions. Customer must ensure that the Account Representatives have baseline technical knowledge of the Products associated with the Advisory Services.

4. Limitations of Advisory Services

Fees for Advisory Services are to secure the availability, and time and effort, of Advisory Services Representatives. Orthogramic will use commercially reasonable efforts to provide Advisory Services in a professional manner and to address Customer requests, but Orthogramic does not guarantee resolution of such requests. Actual areas of advice and guidance will depend on the ordered Advisory Services, as well as on Customer's requests and needs. Topics that are not explicitly listed in an Advisory Services description or in an applicable Advisory Services datasheet are outside the scope of the related services.

5. Travel & Living Expenses

On-site services are not included in the Advisory Services unless agreed on a case-by-case basis. In such case, any pre-approved travel, lodging and meal expenses incurred by an Advisory Services Representative may be invoiced directly to Customer, and Customer will reimburse Orthogramic for those expenses in accordance with the payment terms in the applicable Order for the Advisory Services.

6. Structured Advisory Services

6.1. General. Structured Advisory Services are standalone service offerings (such as plays, assessments and workshops) to discuss the design and implementation of Customer's deployment of Orthogramic Products or solutions.

6.2. Refund Policy. Customer may request a refund for Structured Advisory Services if Customer provides notice to Orthogramic via Customer's Account Representative within 30 days of the date of the Order and before Orthogramic has commenced delivery.

7. Change Control Procedure

Changes to an Advisory Services engagement may be made only in writing executed by both parties (a "Change Order"), and Orthogramic has no obligation to commence work in connection with any change request until such time. A Change Order is not required for any reallocation by Customer among the various types of Structured Advisory Services available as part of a given On-Demand Advisory Services plan, provided that (i) Orthogramic has not commenced delivery, (ii) such reallocation is among Structured Advisory Services of equivalent medal (as indicated on the relevant datasheet), and (iii) it does not cause a change in the total fee for the Advisory Services as stated on the applicable Order. To request any such reallocation, Customer must provide written notice to Orthogramic via Customer's Account Representatives, which request Orthogramic may confirm or deny in its discretion.

8. Customer Use Rights and Intellectual Property

8.1. Deliverable Ownership. As part of the Advisory Services, Orthogramic may provide Consulting Deliverables including reports, analyses, models, or other structured artefacts. In accordance with Section 12 of the Agreement, Customer owns all intellectual property rights in Consulting Deliverables upon payment in full, subject to Orthogramic's retained rights in its pre-existing intellectual property.

Data Processing Addendum

1. Roles of the Parties

1.1. Roles.

(a) Customer Personal Data. Orthogramic will Process Customer Personal Data as Customer's Processor in accordance with Customer's instructions as outlined in Section 2.1 (Customer Instructions).

(b) Orthogramic Account Data. Orthogramic will Process Orthogramic Account Data as a Controller for the following purposes: (i) to provide and improve the Products; (ii) to manage the Customer relationship (communicating with Customer and Users in accordance with their account preferences, responding to Customer inquiries and providing technical support, etc.), (iii) to facilitate security, fraud prevention, performance monitoring, business continuity and disaster recovery; and (iv) to carry out core business functions such as accounting, billing, and filing taxes. For Australian customers, Orthogramic processes Orthogramic Account Data in accordance with the Australian Privacy Principles under the Privacy Act 1988. Customer acknowledges that Orthogramic's Privacy Policy provides details of how personal information is handled in accordance with Australian privacy law.

(c) Orthogramic Usage Data. Orthogramic will Process Orthogramic Usage Data as a Controller for the following purposes: (i) to provide, optimize, secure, and maintain Orthogramic's Products; (ii) to optimize user experience; and (iii) to inform Orthogramic's business strategy.

(d) Description of the Processing. Details regarding the Processing of Personal Data by Orthogramic are stated in Schedule 1 (Description of Processing).

1.2. Term of the DPA. The term of this DPA coincides with the term of the Agreement and terminates upon expiration or earlier termination of the Agreement (or, if later, the date on which Orthogramic ceases all Processing of Customer Personal Data).

1.3. Order of Precedence. If there is any conflict or inconsistency among the following documents, the order of precedence is: (1) the applicable terms stated in Schedule 2 (Region-Specific Terms including any transfer provisions); (2) the main body of this DPA; and (3) the Agreement.

2. Processing of Personal Data

2.1. Customer Instructions. Orthogramic must Process Customer Personal Data in accordance with the documented lawful instructions of Customer as stated in the Agreement (including this DPA) and respective Orders, as necessary to (i) enable the use of various features and functionalities in accordance with the Documentation (including as directed by Users through the Products), (ii) provide Advisory Services or (iii) comply with its legal obligations. Orthogramic will notify Customer if it becomes aware, or reasonably believes, that Customer's instructions violate Applicable Data Protection Law.

2.2. Confidentiality. Orthogramic must treat Customer Personal Data as Customer's Confidential Information under the Agreement. Orthogramic must ensure personnel authorized to Process Personal Data are bound by written or statutory obligations of confidentiality.

3. Security

3.1. Security Processes. Orthogramic has implemented and will maintain appropriate technical and organizational measures designed to protect the security, confidentiality, integrity and availability of Customer Data and protect against Security Incidents. Customer is responsible for configuring the Products and using features and functionalities made available by Orthogramic to maintain appropriate security in light of the nature of Customer Data. Orthogramic's current technical and organizational measures are described in the Security Processes. Customer acknowledges that the Security Processes are subject to technical progress and development and that Orthogramic may update or modify the Security Processes from time to time, provided that such updates and modifications do not materially decrease the overall security of the Products during a Subscription Term.

3.2. Security Incidents. Orthogramic must notify Customer without undue delay and, where feasible, no later than seventy-two (72) hours after becoming aware of a Security Incident. Orthogramic must make reasonable efforts to identify the cause of the Security Incident, mitigate the effects and remediate the cause to the extent within Orthogramic's reasonable control. Upon Customer's request and taking into account the nature of the Processing and the information available to Orthogramic, Orthogramic must assist Customer by providing information reasonably necessary for Customer to meet its Security Incident notification obligations under Applicable Data Protection Law. Orthogramic's notification of a Security Incident is not an acknowledgment by Orthogramic of its fault or liability.

4. Sub-processing

4.1. General Authorization. By entering into this DPA, Customer provides general authorization for Orthogramic to engage Sub-processors to Process Customer Personal Data. Orthogramic must: (i) enter into a written agreement with each Sub-processor imposing data protection terms that require the Sub-processor to protect Customer Personal Data to the standard required by Applicable Data Protection Law and to the same standard provided by this DPA; and (ii) remain liable to Customer if such Sub-processor fails to fulfill its data protection obligations with regard to the relevant Processing activities under the Agreement.

5. Assistance and Cooperation Obligations

5.1. Data Subject Rights. Taking into account the nature of the Processing, Orthogramic must provide reasonable and timely assistance to Customer to enable Customer to respond to requests for exercising a data subject's rights (including rights of access, rectification, erasure, restriction, objection, and data portability) in respect to Customer Personal Data.

5.2. Cooperation Obligations. Upon Customer's reasonable request, and taking into account the nature of the applicable Processing, Orthogramic will provide reasonable assistance to Customer in fulfilling Customer's obligations under Applicable Data Protection Law (including data protection impact assessments and consultations with regulatory authorities), provided that Customer cannot reasonably fulfill such obligations independently with help of available Documentation.

5.3. Third Party Requests. Unless prohibited by Law, Orthogramic will promptly notify Customer of any valid, enforceable subpoena, warrant, or court order from law enforcement or public authorities compelling Orthogramic to disclose Customer Personal Data. Orthogramic will follow its law enforcement guidelines in responding to such requests. In the event that Orthogramic receives an inquiry or a request for information from any other third party (such as a regulator or data subject) concerning the Processing of Customer Personal Data, Orthogramic will redirect such inquiries to Customer, and will not provide any information unless required to do so under applicable Law.

6. Deletion and Return of Customer Personal Data

6.1. During Subscription Term. During the Subscription Term, Customer and its Users may, through the features of the Products, access, retrieve or delete Customer Personal Data.

6.2. Post Termination. Following expiration or termination of the Agreement, Orthogramic must, in accordance with the Documentation, delete all Customer Personal Data. Notwithstanding the foregoing, Orthogramic may retain Customer Personal Data (i) as required by Applicable Data Protection Law or (ii) in accordance with its standard backup or record retention policies, provided that, in either case, Orthogramic will maintain the confidentiality of, and otherwise comply with the applicable provisions of this DPA with respect to retained Customer Personal Data and not further Process it except as required by Applicable Data Protection Law.

7. Audit

7.1. Audit Reports. Orthogramic is regularly audited by independent third-party auditors and/or internal auditors. Upon request, and on the condition that Customer has entered into an applicable non-disclosure agreement with Orthogramic, Orthogramic will supply a summary copy of relevant audit report(s) ("Report") to Customer, so Customer can verify Orthogramic's compliance with the audit standards against which it has been assessed, and this DPA. If Customer cannot reasonably verify Orthogramic's compliance with the terms of this DPA, Orthogramic will provide written responses (on a confidential basis) to all reasonable requests for information made by Customer related to its Processing of Customer Personal Data, provided that such right may only be exercised no more than once every twelve (12) months.

7.2. On-site Audits. Only to the extent Customer cannot reasonably satisfy Orthogramic's compliance with this DPA through the exercise of its rights under Section 7.1 above, or where required by Applicable Data Protection Law or a regulatory authority, Customer, or its authorized representatives, may, at Customer's expense, conduct audits (including inspections) during the term of the Agreement to assess Orthogramic's compliance with the terms of this DPA. Any audit must (i) be conducted during Orthogramic's regular business hours, with reasonable advance written notice of at least sixty (60) calendar days (unless Applicable Data Protection Law or a regulatory authority requires a shorter notice period); (ii) be subject to reasonable confidentiality controls obligating Customer (and its authorized representatives) to keep confidential any information disclosed that, by its nature, should be confidential; (iii) occur no more than once every twelve (12) months; and (iv) restrict its findings to only information relevant to Customer.

8. International Provisions

To the extent Orthogramic Processes Personal Data protected by Applicable Data Protection Laws in one of the regions listed in Schedule 2 (Region-Specific Terms), the terms specified for the applicable regions will also apply, including the provisions relevant for international transfers of Personal Data (directly or via onward transfer).

9. Definitions

"Applicable Data Protection Law" means all Laws applicable to the Processing of Personal Data under the Agreement.

"Orthogramic Account Data" means Personal Data relating to Customer's relationship with Orthogramic, including: (i) Users' account information (e.g. name, email address, or Orthogramic's account ID (AAID)); (ii) billing and contact information of individual(s) associated with Customer's Orthogramic account (e.g. billing address, email address, or name); (iii) Users' device and connection information (e.g. IP address); and (iv) content/description of technical support requests (excluding attachments) alongside with the Support Entitlement Number (SEN).

"Orthogramic Usage Data" means Personal Data relating to or obtained in connection with the use, performance, operation, support or use of the Products. Orthogramic Usage Data may include event name (i.e. what action Users performed), event timestamps, browser information, and diagnostic data. For clarity, Orthogramic Usage Data does not include Customer Personal Data.

"Controller" means the natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.

"Customer Personal Data" means Personal Data contained in Customer Data and/or Customer Materials that Orthogramic Processes under the Agreement solely on behalf of Customer. For clarity, Customer Personal Data includes any Personal Data included in the attachments provided by Customer or its Users in any technical support requests.

"Personal Data" means information about an identified or identifiable natural person, or which otherwise constitutes "personal data", "personal information", "personally identifiable information" or similar terms as defined in Applicable Data Protection Law.

"Processing" (and "Process") means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.

"Processor" means the entity which Processes Personal Data on behalf of the Controller.

"Security Incident" means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data Processed by Orthogramic and/or its Sub-processors.

"Sub-processor" means any third party (including Orthogramic Affiliates) engaged by Orthogramic to Process Customer Personal Data.

Acceptable Use Policy

Here at Orthogramic, our goal is to help you and your team do the best work of your lives, every day. To do this, we need to keep our products and services running smoothly, quickly, and without distraction. For this to happen, we need help from you, our users. We need you not to misuse or abuse our products and services.

To describe exactly what we mean by "misuse" or "abuse" — and help us identify such transgressions, and react accordingly — we've created this Acceptable Use Policy. Under this policy, we reserve the right to take action if we see objectionable content that is inconsistent with the spirit of the guidelines, even if it's something that is not forbidden by the letter of the policy. In other words, if you do something that isn't listed here verbatim, but it looks or smells like something listed here, we may still take action.

You'll see the word "services" a lot throughout this page. That refers to all products and websites owned or operated by Orthogramic, and any related websites, sub-domains and pages, as well as any cloud services operated by Orthogramic.

Use your judgment, and let's be kind to each other so we can keep creating great things. You can find all the legal fine print at the bottom of this page.

Here's what we won't allow:

Disruption

• Compromising the security or operation of our systems. This could include probing, scanning, or testing the vulnerability of any system or network that hosts our services. This prohibition does not apply to security assessments expressly permitted by Orthogramic.
• Tampering with, reverse-engineering, or hacking our services, circumventing any security or authentication measures, or attempting to gain unauthorized access to the services, related systems, networks, or data.
• Modifying, disabling, or compromising the integrity or performance of the services or related systems, network or data.
• Deciphering any transmissions to or from the servers running the services.
• Overwhelming or attempting to overwhelm our infrastructure by imposing an unreasonably large load on our systems that consume extraordinary resources (CPUs, memory, disk space, bandwidth, etc.).

Wrongful Activities

• Misrepresentation of yourself, or disguising the origin of any content (including by "spoofing", "phishing", manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with Orthogramic or any third party).
• Using the services to violate the privacy of others, including publishing or posting other people's private and confidential information without their express permission, or collecting or gathering other people's personal information (including account names or information) from our services.
• Using our services to stalk, harass, bully, or post direct, specific threats of violence against others.
• Using the services in furtherance of any illegal purpose, or in violation of any laws (including without limitation data, privacy, and export control laws).
• Accessing or searching any part of the services by any means other than our publicly supported interfaces (for example, "scraping").

Inappropriate Communications

• Using the services to generate or send chain letters or spam.
• Soliciting our users for commercial purposes, unless expressly permitted by Orthogramic.
• Disparaging Orthogramic or our partners, vendors, or affiliates.
• Promoting or advertising products or services other than your own without appropriate authorization.

Inappropriate Content

Posting, uploading, sharing, submitting, or otherwise providing content that:

• Violates or infringes Orthogramic's or a third party's intellectual property or other rights, including any copyright, trademark, patent, trade secret, moral rights, privacy rights of publicity, or any other intellectual property right or proprietary or contractual right.
• You don't have the right to submit.
• Is false, misleading, deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful, sexually explicit (including child sexual abuse material, which we will remove and report to law enforcement and the National Center for Missing and Exploited Children), indecent, harassing, or hateful.
• Depicts, promotes, or encourages serious harm or any form of violent, illegal, tortious, or dangerous conduct.
• Attacks others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, medical condition, or other similar status.
• Contains viruses, bots, worms, scripting exploits, or other similar materials.
• Is intended to be inflammatory.
• Could otherwise cause injury, damage, death, or credible risk of harm to Orthogramic, the services, its users, or any third party.

Enforcement

Orthogramic reserves the right to interpret the guidelines and take (or refrain from taking) action in its discretion. Without affecting any other remedies available to us, Orthogramic may permanently or temporarily remove or disable access to unacceptable content, or terminate or suspend a user's account or access to the services, without notice or liability if Orthogramic (in its discretion) determines that a user has violated this Acceptable Use Policy. You agree to cooperate with us to investigate and remedy any violation.

Reporting Copyright and Trademark Violations

Orthogramic respects the rights of copyright and trademark holders, as described in this policy. This policy is incorporated by reference into the Orthogramic Customer Agreement (the "Agreement"). Terms used in this policy shall have the same definitions as in the Agreement or our Acceptable Use Policy, as applicable, except where otherwise noted.

Copyright

Orthogramic does not allow copyright infringing activities on Orthogramic's Products or websites (our "Services"). We will remove a party's data or content from our Services if properly notified that such data or content infringes on another's copyright rights. Orthogramic has a policy of terminating, in appropriate circumstances, the accounts of parties who repeatedly infringe copyright holders' copyrights. You are a "repeat infringer" if, on more than two occasions, you have been notified of infringing activity or have had Your Data or content removed from our Services. Orthogramic also reserves the right to terminate Your accounts suspected of infringing copyrights upon the first incident without further notice, at our sole discretion.

If you believe that any content in our Services violates your copyright, you should notify Orthogramic's copyright agent in writing pursuant to the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512(c)(3). The contact information for Orthogramic's copyright agent is at the bottom of this section.

Contact information for Orthogramic's copyright agent:

Swan Hickey Pty Ltd
101 Collins Street
Melbourne
Victoria 3000
Australia
Attn: Copyright Agent
E-Mail: legal@orthogramic.com

Trademark

Trademark owners should make an effort to directly contact an offending third party before submitting a trademark infringement report to Orthogramic.

If you are a trademark owner and you believe in good faith that any content on our Services infringes on your trademark rights, please inform us in writing at legal@orthogramic.com or at the notice address for Orthogramic indicated in the Agreement.

Third-Party Code Policy

This Third-Party Code Policy supplements the Orthogramic Customer Agreement or another agreement entered between Customer and Orthogramic (the "Agreement"). Any capitalized terms used and not defined below have the meanings given to them in the Agreement. The Products contain code and libraries that Orthogramic licenses from third parties.

1. Open Source Software in the Products

1.1. Open Source Software. The Products include third-party technologies that are subject to separate open source or source available licenses that govern Customer's use, replication, modification or creation of derivative works and redistribution of such third-party technologies ("Open Source Software"). Where required, Orthogramic provides attribution for the Open Source Software distributed with a Product in accordance with the applicable open source or source available license(s).

1.2. Source Code Requests. For Open Source Software subject to a license that gives Customer the right to receive the source code for the binary distributed to Customer, if the source code for the Open Source Software was not provided with the binary distribution, Customer may request a copy of the source code at support@orthogramic.com. To receive a copy, Customer must (a) provide the name of the Open Source Software for which Customer is requesting the source code, (b) identify the relevant Product and the date of Customer's Order for that Product, and (c) provide its entity name (if applicable) and the name of the person making the request, as well as a return mailing address and email. Orthogramic may charge a fee to cover the cost of physical media and processing.

2. Combining the Products with Other Software

Customer may only modify the Products as expressly specified in the "Modifications" Section of the Agreement. In connection with any Modifications, Customer must not: (a) combine or distribute the Products with any other software, including Open Source Software, where the combined software would be subject to any license that requires, as a condition of use or distribution, that the combined software be made available in source code form, or (b) grant any third party any rights or waivers relating to any intellectual property or proprietary rights in the Products.

3. Commercial Third-Party Code in the Products

3.1. Commercial Components. The Products also include components that Orthogramic licenses commercially from third parties ("Commercial Components"). Customer may use Commercial Components only in conjunction with and through the Products as provided by Orthogramic, and the restrictions for the Products in the Agreement also apply to Commercial Components. Commercial Components are also subject to the remainder of this Section 3.

3.2. Restrictions. Customer must not (and must not permit anyone else to): (a) install, access or attempt to access, configure or use any Commercial Component (including any APIs, tools, databases or other aspects of any Commercial Components) separately from the rest of the Product, whether for production, technical support or any other purpose or (b) modify any Commercial Component (even where provided in source code form).

3.3. Commercial Component Licensors. The applicable third-party licensor ("Commercial Component Licensor") retains all ownership and intellectual property rights to the Commercial Component. Commercial Component Licensors (and any other third party licensors of any components of the Products) are intended third party beneficiaries of the Agreement with respect to the items they license and may enforce the Agreement directly against Customer with respect to those items. Customer is responsible to the applicable Commercial Component Licensor for any breach of the Agreement (including this Section 3) with respect to the applicable Commercial Component(s). However, Commercial Component Licensors do not assume any of Orthogramic's obligations under the Agreement. To the maximum extent permitted by Law, no Commercial Component Licensor will be liable to Customer for any damages whatsoever.

Support Policy

Support Offerings Overview

Initial Response Times (IRT)

Severity Level Definitions

• Level 1: Production application down or major malfunction affecting business and high number of staff
• Level 2: Serious degradation of application performance or functionality
• Level 3: Application issue that has a moderate impact to the business
• Level 4: Issue or question with limited business impact
• Level 5: Question about how to use a specific product or feature

Support Includes

• Updates for Products during the applicable Subscription period
• Incident Support — Identifying and troubleshooting problems in the system
• Root cause analysis
• Assistance with issues during installation
• Assistance with issues during upgrades
• Identifying and creating needed bug reports
• Guidance around implementation and configuration

Support Does Not Include

• Beta releases
• Customized versions of Orthogramic products (customized = original product code has been modified)
• Development questions or requests
• Third-party application integrations or third-party apps
• Support for end-users unfamiliar with business architecture concepts
• Product training
• Support in languages other than English and Japanese
• Professional Services

Fixing Bugs

Orthogramic Support will help with workarounds and bug reports at support@orthogramic.com

New Feature Requests

We welcome new feature requests. Please contact us at support@orthogramic.com with your ideas.

Governing Terms

Support is subject to the Orthogramic Customer Agreement or other applicable terms.

Sub-processors

Third-Party Sub-processors

Orthogramic uses the third party entities below (each, a "sub-processor") to process personal data on behalf of Orthogramic customers and in accordance with contract terms between Orthogramic and the sub-processor to uphold Orthogramic's commitments in the Data Processing Addendum.

Orthogramic carries out annual compliance reviews of its sub-processors, and where the engagement of a sub-processor requires the cross-border transfer of personal data, Orthogramic conducts Transfer Impact Assessments in accordance with applicable data protection law for these data transfers. Orthogramic imposes obligations on its sub-processors to implement appropriate technical and organizational measures ensuring that the sub-processing of personal data is protected to the standards required by applicable data protection laws.

Security Processes

Introduction

Security is an essential part of Orthogramic's offerings. This page describes Orthogramic's security program, certifications, policies, and physical, technical, organizational and administrative controls and measures to protect Customer Data from unauthorized access, destruction, use, modification or disclosure (the "Security Processes"). The Security Processes are intended to be in line with the commonly-accepted standards of similarly-situated software-as-a-service providers ("industry standard"), including NIST 800-53 controls.

1. Access Control

Orthogramic has implemented and will maintain a comprehensive set of formal policies, controls, and practices for the appropriate access control and protection of Customer Data, including access management policy, Zero Trust Model architecture, user provisioning based on least privilege principle, strict role-based access controls, and multi-factor authentication.

2. Awareness and Training

Orthogramic has implemented and will maintain a comprehensive set of formal policies, controls, and practices for conducting appropriate trainings and security awareness activities, including extensive awareness training on security, privacy, and compliance topics for all employees at induction and annually.

3. Audit and Accountability

Orthogramic has implemented and will maintain a comprehensive set of formal policies, controls, and practices for proper auditing and accountability purposes, including comprehensive logging standards, secure forwarding and storage of relevant system logs, and monitoring of security audit logs to detect unusual activity.

4. Assessment, Authorisation and Monitoring

Orthogramic has implemented and will maintain a comprehensive set of formal policies, controls, and practices for consistent system monitoring and security assessments, including internal and independent external audits, ongoing verification of compliance against relevant standards (ISO 27001, SOC 2), and annual penetration testing.

5. Configuration Management

Orthogramic has implemented and will maintain a comprehensive set of formal policies, controls, and practices for appropriate configuration management, including change management policies, peer review processes, and comprehensive automated systems supplemented by Intrusion Detection Systems (IDS).

6. Contingency Planning

Orthogramic has implemented and will maintain a comprehensive set of formal policies, controls, and practices for appropriate contingency planning for business continuity and disaster recovery purposes, including defined recovery time objectives (RTOs) and recovery point objectives (RPOs), and quarterly disaster recovery tests and exercises.

7. Identification and Authentication

Orthogramic has implemented and will maintain a comprehensive set of formal policies, controls, and practices for appropriate identification and authentication purposes, including employee identification through active directory, MFA for secure access, and password policies following the NIST 800-63B guidelines.

8. Security Incident Response

Orthogramic has implemented and will maintain a comprehensive set of formal policies, controls, and practices for appropriate Security Incident response purposes, including response plans emphasizing preparedness, containment, eradication and recovery, and dedicated cross-functional teams handling Security Incidents.

9-20. Additional Security Controls

Orthogramic maintains additional comprehensive security controls covering: Maintenance, Media Protection, Physical and Environmental Protection, Planning, Program Management, Personnel Security, Personal Data Processing and Transparency, Risk Assessment, System and Services Acquisition, System and Communications Protection, System and Information Integrity, and Supply Chain Risk Management.

Training Services Policy

Training Terms of Use

Through the Service, you'll be able to access our library of training courses ("Courses") for our products and services ("Orthogramic Products"). For the purposes of these Training Terms of Use, the Courses and Materials (as defined below) are deemed to be part of the "Service."

By accessing the Service or ordering any Course, you are agreeing to Orthogramic's Training Terms of Use and all other policies or notices posted by us through the Service or referenced herein (collectively, these "Training Terms"). These Training Terms govern your initial access to the Service and any subsequent order of Courses you make via any ordering document, online registration, order description, or order confirmation referencing these Training Terms ("Order"). If you don't agree to these Training Terms, do not access the Service. These Training Terms apply no matter how you access the Service, whether on our website, via our mobile applications, or through other means. If you are accessing or using the Service on behalf of your company, you represent that you are authorized to accept these Training Terms on behalf of your company, and all references to "you" reference your company. Any use of or access to the Service by anyone under the age of 16 is prohibited.

For the avoidance of doubt, use and provisioning of Orthogramic Products are subject to separate terms, such as our Customer Agreement, and these Training Terms do not apply to use of or access to the Orthogramic Products.

1. The Service

1.1. Access to the Service. You may access the Service via your accounts for Orthogramic Products to view the Courses you have purchased, but solely for your own benefit and in accordance with these Training Terms. You acknowledge that we may use your personal data (including for registration for Courses) in accordance with our Privacy Policy and that such personal data is processed and stored in Australia. You will ensure that your use of the Service and all User Content (as defined below) is at all times in compliance with all applicable laws.

1.2. Materials. Courses may include supplementary materials that you may download or otherwise access online, including Course descriptions, toolkits, and other written materials designed to supplement your training ("Materials"). If any Materials are provided with the Courses you have purchased, then subject to these Training Terms, Orthogramic hereby grants you a non-transferable, non-sublicensable, non-exclusive license to copy and use the Materials solely for your personal, non-commercial, educational use in connection with the applicable Courses.

1.3. Modifications. We may use the services of subcontractors and permit them to exercise the rights granted to us in order to provide the Service under these Terms. From time to time, we may add, remove, or change the Courses we offer to you or otherwise modify the Service. We will use reasonable efforts to notify you of any addition or removal of Courses.

1.4. General Restrictions. You will not (and will not permit any third party to): (a) rent, lease, sell, provide access to or sublicense the Service to a third party; (b) use the Service to provide any product or service to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Service; (d) copy or modify the Service, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Service; or (f) publicly disseminate information regarding the performance of the Service.

2. Ownership and User Content

2.1. Ownership of the Service. You agree that we or our suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Service. Except as expressly set forth in these Training Terms, no rights in the Service are granted to you.

2.2. Feedback. We look forward to receiving your comments, requests and other feedback regarding the Service and you agree that we are free to incorporate and use your feedback without restriction of any kind, including in our promotional materials, in a manner that is attributable back to you.

2.3. User Content. The Service may enable you to share your content, such as projects, assignments, and the like ("User Content"), with us, instructors, and/or other users. For the avoidance of doubt, any User Content does not constitute "Materials" for the purposes of these Training Terms. You retain all intellectual property rights in, and are responsible for, the User Content you share. Your use of the Service and all User Content must comply with our Acceptable Use Policy at all times.

3. Fees & Payment; Refunds

3.1. Fees and Payment. You are responsible for paying all fees for Courses you purchase as set forth in the applicable Order with a payment mechanism permitted during the Order process. You are required to pay any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on our income. If your payment method fails or your account is past due, we may collect fees using other collection mechanisms. Fees may vary based on your location and other factors, and we reserve the right to change any fees at any time at our sole discretion. Any fee change will be effective immediately upon posting through the Service.

3.2. Refunds. If Orthogramic cancels a workshop delivery, Orthogramic will provide the option to reschedule to a later available date that is within 12 months of the purchase date. Workshop sessions cancelled or rescheduled by customer within 15 business days of the scheduled delivery are subject to a 50% fee of the workshop purchase price. Cancellations or re-schedules within five business days are subject to a 100% fee of the workshop purchase price. Cancellation requests must be submitted in writing.

4. Term and Termination

4.1. Term and Termination. These Training Terms are effective as of the earlier of (a) the date you first access or use the Service or (b) the date of your first Order, and continue in effect while you are accessing the Courses. We may terminate these Training Terms and your access to the Service at any time upon notice to you if you breach these Training Terms.

4.2. Effect of Termination. Upon any expiration or termination of these Training Terms, you will immediately cease any and all use of and access to the Service. Provided these Training Terms were not terminated for your breach, you may retain copies of any Materials, so long as you do not copy, distribute or otherwise use them in violation of these Training Terms. Except where an exclusive remedy is specified, the exercise of either party of any remedy under these Training Terms, including termination, will be without prejudice to any other remedies it may have under these Training Terms, by law or otherwise.

4.3. Survival. The following Sections will survive any expiration or termination of these Training Terms: 1.4 (General Restrictions), 2 (Ownership and User Content), 3 (Fees & Payment; Refunds), 4 (Term and Termination).