SUPPORT SERVICES AGREEMENT

Decision Inc. undertakes to maintain the Software and / or “Software as a Service”(SaaS) sold by Decision Inc. in partnership with the Developer in accordance with the terms and conditions stated in this Agreement, and the relevant Customer Agreements that can be found here:

Qlik: www.qlik.com/us/legal/legal-agreements

Workday Adaptive: www.workday.com/en-us/legal/end-user-agreement

Definitions

In addition to the terms defined in the License Agreement, when applicable, or elsewhere defined in this Agreement and its Appendices, the following terms used in this Agreement and its Appendices shall have the following meanings:

“Agreement” means the Standard Support Services Agreement between the End User & Decision Inc. in its role as Australian Distributor for the Developer, plus any Appendices;

“Developer” means the company that developed / owns the software and provides the software license codes / SaaS access in accordance with their relevant terms and conditions, and include Decision Inc. QlikTech Inc, Workday Adaptive Planning, One Stream, Board, IN4BI, Nintex, BlackLine and Microsoft.

“Documentation” means the End User documentation published by the Developer and Decision Inc. relating to the use of and accompanying the Software in the form of manuals and function descriptions in printed or electronic form, as the same may be modified by the Developer and Decision Inc. from time to time;

“Error” means any repeatable failure of the Software to perform in any material respect in accordance with the Documentation; “Error Correction” means any modification, fix, or addition, delivered within a new Release or a new Version of the Software, that brings the Software into material conformity with the Documentation, or a procedure or routine that, when observed in the regular operation of the Software, avoids the practical adverse effect of such nonconformity;

“Intellectual Property Rights” means all present and future intellectual, industrial or proprietary rights conferred by statute, at common law or in equity anywhere in the world, whether issued or pending, registered or unregistered, including all forms of copyright, patents, trade marks, copyright, designs, trade secrets, know-how, confidential information and circuit layouts and any improvements to same, and including but not limited to such rights in connection with the Trademarks and Decisions Inc’s Works.

“Maintenance” means the support and updates of the Software provided to the End User pursuant to this Agreement;

“Release” means a new release of a current Version of the Software, e.g. Release 9.3 compared to Release 9.2;

“Reference Materials” means samples and/or master files that you elect to provide.

“Services” means professional services as provided by Decision Inc. to the Client.

“Software” means the proprietary software / SaaS developed and owned by the Developer and its affiliates and provided under their mark as set forth in the License / Subscription Agreement and as the same may be modified by the Developer and its affiliates from time to time;

“Update” means a new Version or a new Release of the Software;

“Version” means an entirely new version of the Software, e.g. Version 10 compared to Version 9 indicating a Major rather than Minor Release.

1. SUBSCRIPTION AND SERVICES OBLIGATION

Subject to the payment by the End User of the Maintenance or Subscription Fee and compliance by the End User with its obligations under Section 3 below, Decision Inc. shall provide Support Services to the End User in

connection with the Software in accordance with the provisions of these Maintenance Terms and Conditions, as follows:

1.1 The maintenance obligation includes:

• Correction of defects preventing the proper functioning of the Software, including instructions on circumvention of such defects, provided that Decision Inc. and/or the Developer’s support staff have been able to verify (repeat) such defects.

• Improvements to the functioning and/or way of working of the Software at the Developers discretion.

• Support regarding the handling of the Software in accordance with the Documentation accompanying the Software.

• Delivery of updated versions of the Software Updates which eliminate previous defects or improve the function of the software as described in the Documentation.

1.2 Decision Inc. shall provide the End User with off-site troubleshooting and other technical assistance and support concerning the installation and operation of the Software, via telephone, email and / or internet connection. Support shall be provided via contact details maintained on Decision Inc.’s official website, which are currently:

Email Address: [email protected]

Phone Support: 02 9029 8021

1.3 When contacting Decision Inc. support, please provide the following information:

• The phone number where you can be reached

• The version of the software you are using

• The version of the operating environment you are working in

• The type of hardware you are using

• Network configuration and version

• The types and versions of databases you are accessing

• A description of what you were doing when the problem occurred

• The exact wording of any error messages that appeared on your screen

• Any steps you have taken to attempt to solve the problem.

• Screenshots, illustrating the problem

1.4 There are several ways a call can be resolved:

• The support specialist is able to determine the cause of your problem, and explains the steps necessary to resolve the issue

• The support specialist is unable to determine the cause, and escalates the call until a solution is found

• The problem is determined to be a bug, and the support specialist attempts to find a workaround. Both the bug and the workaround, if one is provided, are logged; the call is closed, but the “bug” incident report stays open until the bug is fixed and tested.

• The problem cannot be reproduced but is logged and addressed again when further information becomes available.

• Once a resolution has been reached, the call is closed. If you need to test the solution, the call is given a “suspended” status. The call can be reopened if errors recur. If we do not hear from you within five days, the call is closed.

1.5 Workarounds: When you report a problem, Decision Inc.’s objective is to find a satisfactory solution as soon as possible. The first step is to decipher whether there are certain coding techniques or workarounds that meet

your business requirement. A workaround provides a temporary solution to complete a task that would not otherwise be possible due to a problem or limitation in the software.

1.6 Support services shall be supplied during Decision Inc.’s normal office hours, which are 9am to 5pm Eastern Australian Standard Time, Monday through Friday, except on recognized holidays. Outside these hours, 24 hour support is available via Decision Inc. and Developer’s Support Web sites. In addition, telephone or by e-mail maintenance may be provided by the Developer outside Decision Inc.’s normal office hours. If specially agreed, maintenance can also be carried out on your premises against a separate fee payable in accordance with clause 4.2 below.

1.7 Support and Maintenance shall be provided to all SaaS clients, all of whom operate on the same version. For Software clients, support services will be provided with regard to the ‘current’ Version and Release, and the Version and Release that has preceded the ‘current’ Release. If available, the Developer shall deliver new Versions and Releases to you directly or via Decision Inc., on the following terms and conditions:

• The Developer has the choice of when and how delivery of the Version and Release shall be made and is not responsible for installation of the Release except for SaaS where the vendor will implement the new Version or Release. Normally, the Developer issues one Version and two Releases each year.

• You are entitled to new Versions and Releases without payment of any additional licence or subscription fee.

• This Agreement applies equally to any Version and Release delivered hereunder.

1.8 The Developer is entitled to correct defects in earlier versions of Software by delivering the latest version of the Software, if the defect has been corrected therein.

1.9 For SaaS or Hosted clients the Developer or Decision Inc., as separately contracted, will routinely backup all Customer Data; use industry standard security measures to maintain your authorized users’ login information (e.g., User IDs and passwords) for the Services in confidence; and not use Customer Data for any purpose other than to provide support services. Decision Inc. may access your account and Customer Data as necessary to identify or resolve technical problems or respond to complaints about the Services. Decision Inc. will use commercially reasonable efforts to maintain the confidentiality of Customer Data. Any downtime associated with upgrades and maintenance to the Services will be pre-announced via email communication. SaaS Updates and maintenance will be performed during non-business US hours and/or on weekends and may take several hours to complete, during which time the Services will not be available. Outside of maintenance and upgrade downtime, the Developer provides contractual undertakings as separately contracted which provide for uptime and non-performance penalties which may apply.

1.10 Software Forums managed by the Developer provide on-line community for support. Some allow users to submit questions and answers in a forum environment. These forums are regularly monitored by Decision Inc. and the Developers that maintain them. The Developers may also provide for direct user access to support bypassing Decision Inc. during non-Australian Business Hours Systems staff, and may be contacted via www.adaptiveplanning.com/anz/support, [email protected] etc. as appropriate. Decision Inc. recommends that any such email is also addressed to [email protected],

1.11 For SaaS clients, Subscription Products shall be subject to and governed by the End User License Agreement and this may include direct Enterprise-level Support provided directly by the developer. For the avoidance of doubt, this specifically includes Qlik and Workday Adaptive Planning, as set forth in, and subject to their respective Support Policies.

2. EXCEPTIONS FROM SUBSCRIPTION OBLIGATION

2.1 The subscription obligation and stated fees do not cover:

• Defects caused by faults in the hardware, operating system or other system programs (e.g. IE 8, Java version incompatibility).

• Defects caused by the End User’s use of Software on equipment or with other software not provided by the Developer or not intended for the combination with Software.

• Defects resulting from the use of Software in a different way than described in the Documentation or through accident, misuse or neglect of the Software by you, your staff or any other third party outside the Developer’s control .

• Defects caused by an error in Third Party Software used in connection with the Software or otherwise affecting the Software, or

• Measures that must be taken because there is no current backup copy of client-maintained databases.

3. USER OBLIGATIONS

3.1 The End User is responsible for using the software in accordance with the Software End User License Agreement and/or End Users Subscription Agreement.

3.2 The End User shall appoint at least one technical contact person (the “Technical Contact”), who shall be responsible for obtaining and maintaining a level of familiarity with and knowledge of the operation and use of the Software sufficient to ensure the operation of the Software in the End User’s IT environment. The name and contact information of the Technical Contact(s) will be provided by the End User, and the End User will notify Decision Inc. in writing of any changes in the identity of or contact information for the Technical Contact(s). To the maximum extent practicable, the End User’s contact with Decision Inc. Systems and / or the Developer in connection with the End User’s requests for support shall be through the Technical Contact(s).

3.3 Before requesting support, the End User shall first review all relevant Documentation and visit the Developer’s website to review “Frequently Asked Questions” (FAQ). If, after having reviewed the Documentation and FAQs, the End User needs further assistance, the End User shall contact Decision Inc. to request support via either telephone support or e-mail support as set forth above.

3.4 The End User shall have access at all times to the necessary technical equipment to enable it to utilize the Software in its latest Release to the extent set out in the License / Subscription Agreement. In addition, the End User shall ensure that a functioning system enabling Decision Inc. to have remote access to the End Users Software and environment and that satisfactory communication between the Parties’ computer systems is otherwise possible at all times in accordance with Decision Inc. Systems and / or the Developer’s detailed instructions.

3.5 As well as reporting of Errors in the Software, the End User must at all times be prepared to provide a detailed description of its IT system(s) together with the basic structure of that system, any operational disruptions experienced by the End User, and the effect of the disruptions on the End User’s operations.

3.6 During the term of the Agreement the End User shall: (i) install and use all Updates of the Software issued by the Developer; (ii) ensure that the Software is used only in accordance with any Documentation or advice from the Developer and / or Decision Inc.; (iii); not alter or modify the Software or the Documentation nor permit the Software to be combined with any other software to form a combined work; (iv) not request, permit or authorize anyone other than Decision Inc. and / or the Developer to provide any support services in respect of the Software or the Documentation; and (v) cooperate fully with Decision Inc. and / or the Developer’s personnel in the diagnosis of any Error or defect in the Software or Documentation.

3.7 You shall provide VPN or equivalent access for support purposes. When maintenance is carried out on your premises in accordance with clause 1.3, you shall at your own cost provide the necessary working space to carry out the maintenance within a reasonable distance from the Software. At Decision Inc.’s request, your representative shall be available during Decision Inc.’s work. Furthermore, consumable supplies and computer media necessary for carrying out the maintenance shall be provided by you.

3.8 You are responsible for taking backup copies of databases and for storage of computer media, unless these are hosted by Decision Inc. or the Developer as a SaaS supplier.

4. MAINTENANCE FEE

4.1 A fixed yearly maintenance fee is payable in advance, for the maintenance included under this Agreement. Payment shall be made in accordance with invoice terms. This fixed maintenance fee is payable irrespective of to which extent Decision Inc. and/or the Developer is called on to carry out maintenance. Decision Inc. is entitled to adjust the maintenance fee once a year in accordance with the relevant Government Inflation Index at the time of the renewal invoice.

4.2 This maintenance fee does not cover maintenance carried out on your premises for which a separate fee will be payable in accordance with Decision Inc.’s current list price.

5. CONFIDENTIALITY

5.1 Each Party agrees not to disclose to any third party any confidential information of the other Party, e.g. all information of a technical or commercial character that a Party has reason to believe is treated as confidential or proprietary by the other Party. Each Party shall take reasonable measures to ensure that confidentiality is maintained through confidentiality undertakings or other appropriate measures by employees and/or consultants. The duty of confidentiality shall not apply to information which is already in the public domain at the time of disclosure. The confidentiality obligations set forth herein shall survive any termination of this Agreement.

6. RESPONSIBILITY

6.1 If, following a request by you, Decision Inc. does not fulfil its obligations under clause 1.1 and as a consequence thereof your use of the Software is significantly affected, they shall refund the maintenance fee for

that period regarding the software module(s) in question. In order to be valid, the request for repayment shall be submitted no later than three months after the expiry of the period for which compensation is requested.

6.2 To the maximum extent permitted by law, Decision Inc.’s liability under this Agreement, where your use of the software is effected, is limited to what has been stated above unless intent or gross negligence can be shown, and you cannot make other claims on Decision Inc. on account of failure in the maintenance obligation, except where Decision Inc. would be liable at law for additional amounts in the absence of this Agreement.

7. LIMITATION OF LIABILITY, FORCE MAJEURE

7.1 If a party is prevented from fulfilling this Agreement by circumstances outside the party’s control where they could not reasonably have foreseen at the time of the entering into force of the Agreement, and the consequences of which they could not reasonably have avoided or overcome, or if a subcontractor is prevented from fulfilling its delivery because of circumstances stated herein, this shall constitute grounds for discharge leading to postponement of the time of performance and exemption from penalties and other sanctions.

7.2 If a circumstance pertains to Decision Inc.’s obligation in accordance with the above and you for this reason are unable wholly or partly to use the software, you are entitled to reduction of the maintenance fee for that period regarding the software component(s) in question. If fulfilment of the Agreement is prevented to a considerable degree for longer than one month due to circumstances stated above, either party may withdraw from this Agreement without liability to pay compensation by notifying the other party in writing. Irrespective of the above, Decision Inc. is not liable for the loss of data, and database backup procedures are not the responsibility of Decision Inc. unless the software is hosted by Decision Inc. or unless Decision Inc. is liable at law in the absence of this Agreement.

7.3 Decision Inc agrees to indemnify you against all liabilities, claims, losses, damages, costs and expenses (including reasonable attorney’s fees), demands, suits and/or proceedings of whatever nature which you incur or suffer directly arising from, related to, or in connection with:

1. (i) The inaccuracy of any representation or warranty made by Decision Inc hereunder;
2. (ii) Any breach of the Agreement by Decision Inc that isn’t rectified within 60 days;
3. (iii) Any willful or negligent act, failure to act, default, error or omission by Decision Inc and/or any third parties that work in collaboration with Decision Inc in relation to the services or otherwise in connection with this agreement;
4. (iv) Any breach of any duty of care or other duty owed or warranty made by Decision Inc to you; or
5. (v) The violation of any applicable laws or regulations.

Notwithstanding anything in this clause, Decision Inc will not be liable where:

a) You have contributed to the loss or breach; or

b) The loss or breach is caused by a force majeure event that cannot be remedied.

7.4 Except where a limitation on Decision Inc.’s liability in another clause of this Agreement applies, in the event that an insurance policy held by Decision Inc. does not cover the loss or liability of Decision Inc. in relation to the software, or any indemnity given under this Agreement, Decision Inc.’s maximum aggregate financial liability under this Agreement (regardless of the form of action, whether in contract, tort, or otherwise) to the Client shall not exceed 2 times the total contract value payable by the end user to Decision Inc. for the year in which the

damage occurred. The liability associated with a data breach to be limited by the terms of Decision Inc’s cyber insurance policy and a total value of $2,000,000.

8. RELOCATION AND CHANGE OF PRODUCT

8.1 If you intend to relocate the Software, and the relocation will entail increased maintenance costs, Decision Inc. shall be notified of the change and may seek additional maintenance fees, subject to written approval from you to proceed. The same shall apply for such configuration changes/upgrades that you have specifically ordered, and which entail increased maintenance costs.

9. TRANSFER OF THE AGREEMENT

9.1 Decision Inc may not transfer or assign their obligations under this agreement without written authority from you. You may transfer or assign your rights and obligations under this agreement at any time during the term without authority from Decision Inc.

10. PERIOD OF VALIDITY

10.1 The Agreement enters into force upon delivery of the Software to you and is valid for 12 (twelve) months thereafter. Notice of termination must be given by the Client in writing no later forty-five (45) days before the expiry of the term of the Agreement.

10.2 Unless written notice of termination is provided by the Client at least forty-five (45) days prior to the end of the expiry of the term of the Agreement, the Agreement will automatically renew for a subsequent 12 (twelve) months.

10.3 Decision Inc. and the Developer will remain responsible for maintenance carried out during the term of the Agreement, and also after the Agreement has expired, provided that you notify Decision Inc. of any defect within reasonable time and in any event no later than three months after maintenance was carried out.

11. DISPUTES

11.1 The parties will endeavor to resolve any dispute, speedily, by negotiation.

11.2 If the dispute is not resolved by negotiation, then before either party has recourse to litigation, the party must submit the dispute for expert determination. If the parties do not agree upon an independent expert (“Expert”), either may request the Secretary General of the Australian Commercial Disputes Centre to nominate an Expert.

11.3 This Agreement shall be governed by the laws of New South Wales and be subject to the jurisdiction of New South Wales courts.

12. TERMINATION

Without prejudice to any other rights accruing under this Agreement or under the law, you are entitled to terminate this Agreement:

1. (i) At any time by serving a 45 day written notice, subject to clause 10.1;
2. (ii) Within 30 days if Decision Inc or any third parties that work in collaboration with Decision Inc or delegated by Decision Inc to provide services under this Agreement neglect, fails or omits to perform any of its obligations under this Agreement;
3. (iii) immediately, by giving notice to Decision Inc upon the material breach hereof by Decision Inc, which breach is incapable of being cured or which, if capable of cure, has not been cured within 30 days after Decision Inc is notified;
4. (iv) immediately, if Decision Inc ceases to carry on business in the normal course, becomes insolvent, makes a general assignment for the benefit of its creditors, suffers or permits the appointment of a receiver or a manager for its business assets or avails itself or becomes subject to any proceeding under bankruptcy laws or any other statute or laws relating to the insolvency or protection of the right of creditors; or
5. (v) immediately, if control over Decision Inc is transferred to a third party other than those exercising control at the time of signing of the Agreement and if you have reason to believe that this is contrary to your justified business interests.

Upon termination of the Agreement, Decision Inc shall immediately:

1. (vi) cease using Trademarks or similar trademarks, logos, signs, tradenames and indications; and

return or dispose of all your materials, information and/or data or handle the same in accordance with your instructions.

13. INTELLECTUAL PROPERTY

The parties agree that:

1. (i) The Client is bound by the terms of the Qlik Customer Agreement that can be found here: https://www.qlik.com/us/legal/legal-agreements
2. (ii) You owns and retains, and Decision Inc must not assert any right of any kind to any Intellectual Property Rights in respect of the Reference Materials, Trademarks, designs or anything used to make, design, modify or adapt them, or which are provided by you to Decision Inc;
3. (iii) nothing in this document transfers any Intellectual Property Rights to Decision Inc, or confers any licence to use any Intellectual Property Rights for anything not permitted under this document.
4. (iv) all Intellectual Property Rights of the parties existing on or before the date of this document will be retained by the relevant party.
5. (v) Decision Inc grants you, a royalty-free, non-exclusive, worldwide, perpetual, irrevocable licence:

1. (vi) to use Decision Inc’s intellectual property to the extent reasonably necessary for you to receive the full use and benefit of the Services; and
2. (vii) sub-licence any of the rights granted under this clause to any person, but only in relation to the use or receiving benefits of the Services.
3. (viii) You grant to Decision Inc, and to the extent necessary any relevant subcontractor, for the duration of this document, a royalty free, non-exclusive, non- transferable licence to use your intellectual property only to the extent reasonably necessary to provide the Services.
4. (ix) All other Intellectual Property Rights arising or created for or in connection with the performance of the Services including Decision Inc’s Works, whether accepted or rejected or whether inspected or not by you, will vest in you on creation and Decision Inc will take all reasonable steps to procure assignment of Assigned Rights in such intellectual property to you.

14. INCONSISTENCIES

Where there is any inconsistencies between this agreement and the Qlik Customer Agreement that can be found here www.qlik.com/us/legal/legal-agreements, the terms of this agreement will prevail.