Terms and Conditions

1. Introduction and Agreement

1.1 We’re Adora Software Pty Ltd (ACN 671 450 650) (Adora, we, our or us), a company registered in Australia, and we’ve developed and operate the Site, the Adora Software as well as their connected applications and ancillary services (together, the Services).

1.2 Please read these terms and conditions (T&Cs) carefully before using our Services. Your access and use of our Services is subject to these T&Cs, the Proposal, our Privacy Policy, and our Acceptable Use Policy as well as Applicable laws (as defined below) and any policies, guidelines and/or instructions that we may publish from time to time (collectively the Agreement).

1.3 By selecting ‘Accept’ or using the Services you acknowledge that you have read these T&Cs and the Proposal and are agreeing to the terms of the Agreement on behalf of any entity for which you use the Services, whether as an Adora Customer, Authorised User, End-User, Guest or in any other capacity.

1.4 If you do not agree with the terms of the Agreement, you must not access, browse or use the Services.

1.5 We reserve the right to amend, vary or impose new terms and conditions with respect to the Agreement at any time, and where we do so, we’ll take reasonable steps to let you know about these changes before they take effect. Any such changes, updates or additions to these T&Cs will be found at https://www.adora.so/terms-and-conditions. Please check this periodically for changes. If we think a change will have a material detrimental effect on you, then we’ll endeavour to give you reasonable prior notice about the change and you may cease using our Services before it takes effect. If you continue to use our Services after the changes are made, then you will be agreeing to the changes regardless of the amount of time which has elapsed.

2. Definitions and Interpretations

Acceptable Use Policy means the Adora acceptable usage policy linked at clauses 1.2 and 4.2 and located at the bottom of these T&Cs.

Adora means us and is defined in clause 1.1

Account means the account you created on the Site to access the Adora Software.

Adora Customer means any person or legal entity listed on the purchase invoice or sales document issued by Adora or who subscribes to use the Services via the Site and includes any of their Authorised Users.

Adora Software means the script integration software we provide under these T&Cs that enables Adora Customers to understand how End-Users use and interact with their product/services, allows them to access customer analytics for virtual insights into user experiences via journey maps and enhances products/services for End-Users which includes any associated software, technology, code and all Intellectual Property Rights contained therein, as located on the Site.

Affiliate means any Related Body Corporate of Adora.

Related Body Corporate has the same meaning as in section 9 of the Corporations Act 2001 (Cth).

Agreement has the meaning in clause 1.3.

Applicable Laws means the Privacy Laws, Australian Consumer Law and all other such laws, legislation, regulations, rules or directives which Adora, the Adora Customer and the Authorised User are subject to from time to time.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Authorised User means the employees who are authorised by the Adora Customer to use the Services and subscribe to use the Services via the Site.

Business Day means 9:00am – 5:00pm Monday to Friday, excluding Saturdays, Sundays and public holidays in New South Wales, Australia.

Chair is defined in clause 17.9.

Confidential Information means all information relating to both you and Adora and/or its Affiliates in whatever form and includes, without limitation, any trade secret, process, formula, idea, concept or any information relating to the affairs, accounts work, marketing plan, development plan, financial plan, sales plan, prospect, research, development, strategy, management, financing, product, invention, design, process and any database, data survey, specification, drawing, record, report, software or other document, concerning both you and Adora and/or its Affiliates or any of its customers or suppliers, except information lawfully in the public domain (other than as a result of a breach of any duty of confidentiality).

Consumer Guarantee has the meaning given in Division 1 of Part 3-2 of the Australian Consumer Law.

Customer Data is all data and content that the Adora Customer provides to Adora via your Account, whether by uploading to the Adora Software, connecting via any third-party applications or otherwise.

Developed IP is defined in clause 9.2.

Dispute Notice is defined in clause 17.7.

Early Design Partner Program is defined in clause 7.2.

Early Design Partners means a select group of customers or companies who have access to an early version of the Services to provide user feedback on a not yet publicly released platform.

End-User means a user of goods or services provided by Adora, on the Site or any other site that has integrated the Adora Software.

End-User Data means all data, information and content that are obtained from the End-User through an Authorised User’s use of the Adora Software.

Final Pricing means the final price which is inclusive of tax (subject to the location of the Adora Customer) and to be discharged by the Adora Customer.

Guest means a person that you invite to use the Services or who you share the Services with that is not an Authorised User.

Intellectual Property Rights means all present and future intellectual and industrial property right throughout the world of whatever nature (whether or not registered of registrable) including but not limited to all rights in respect of technical information, know-how, copyright, trademarks, designs, patents, domain names, business names, logos, drawings, trade secrets, or other proprietary rights, or any rights to registration of such rights.

Licensed Data as licensed from the Adora Customer to Adora and is defined at clause 9.6.

Mediation Notice is defined in clause 17.8.

Order means an order for the Services placed by an Adora Customer on or via the Site effective on the date the Adora Customer places that order.

Privacy Policy means the Adora privacy policy linked at clause 1.2.

Personal Information means any information relating to an individual person that identifies such person or that could reasonably be used to identify such person.

Pricing means the prices in respect of each Subscription Plan as set out in the Proposal

Privacy Laws means the Privacy Act 1988 (Cth) the General Data Protection Regulation (GDPR) (EU 2016/679) and the California Consumer Privacy Act (CCPA) (as applicable).

Proposal means the document provided by us to you, outlining the commercial terms relating to the Subscription Plan.

Provider IP is defined in clause 9.1.

Related Body Corporate has the meaning given in section 9 of the Corporations Act 2001 (Cth).

Resolution Institute means the Australian independent dispute resolution organisation called Resolution Institute ACN 008 651 232.

Resolution Institute Mediation Rules means the rules of the Resolution Institute in respect of mediation as located at

https://resolution.institute/common/Uploaded%20files/Rules%20and%20Regulations/RI-Mediation-Rules.pdf.

Sensitive information means any personal information about an individual that has significance to them, is revealing of them or may be deemed private to them and is generally information that requires a greater degree of protection under the Privacy Laws.

Services means as defined at clause 1.1 and includes those Services provided to any Early Design Partners under the Early Design Partner Program.

Site means or any other Site operated by us.

Stripe Services Agreement has the meaning set out in clause 8.11

Subscription means your agreed access or use of the Services dependant on your payment arrangement.

Subscription Plan means the subscription that outlines the particular Service provision you receive as set out in the Proposal.

Term means the term of the Subscription set out in 8.5.

Trial Period means free access to the Services provided to you for a limited period of 30 days.

you or your means the person or entity accessing, using or relying upon the Services and includes, when applicable, the Adora Customer.

In the Agreement:

(a) the defined terms apply to both the singular and plural forms.

(b) headings used in these T&Cs are for reference only and will not in any way affect the meaning or interpretation of the T&Cs as a whole or any specific clauses(s) thereof; and

(c) any mention in this Agreement of clauses and linked documents refers to the respective clauses in these T&Cs and the linked documents are considered part of this Agreement by reference.

3. Registering your Account

3.1 You must register for an Account to use and access the Adora Software. You can create an Account by providing Adora with the required information, including your full name, email, company details, password, industry and any other information, and accepting these T&Cs. Your Guests will not need to sign up to access publicly shared Adora materials. Adora reserves its rights to require that any person create an Account prior to accessing any Adora materials.

3.2 You agree to provide true, accurate, current and complete information at the time of registration and at all other times (as required by us). You further agree to update and keep updated your Account.

3.3 You will receive an email confirming registration with us shortly after you have created your Account.

3.4 You are solely responsible for all your activity on your Account and may not allow any other party to access your Account or use the Services using your account details. You may not share or reveal your Account information or password to any other persons. You are responsible for maintaining confidentiality of your Account information and password.

3.5 You agree to notify us immediately if you become aware of any security breach or any unauthorised use of your password or Account.

3.6 You confirm that you (or your Guest) are at least eighteen (18) years old, and you affirm that you have the proper right, power, and authority to create an Account.

3.7 You may access your Account details and amend and/or update those details via the Site.

Accessing and Using the Software

4.1 Subject always to:

(a) these T&Cs;

(b) registering your Account in accordance with clause 3;

(c) your Subscription; and

(d) your Order (if applicable),

you are granted a non-exclusive, limited, non-transferable, non-assignable, freely revocable license to access and use the Services for improving your product/service user experience.

4.2 Your use of the Services offered by Adora is subject always to Adora’s Acceptable Usage Policy.

4.3 All rights granted to you under these T&Cs must not be leased, assigned, sold, licensed, resold or transferred to any third party in any manner whatsoever. You must not in any way encumber or allow the creation of any mortgage, charge, lien or other security interest in respect of the Adora Software.

4.4 Any breach of this clause 4 (including the Acceptable Usage Police) constitutes a breach of these T&Cs. Where you breach the Adora T&Cs, we may, in our sole and absolute discretion, take necessary remedial action, and are released from all liability for including, but not limited to:

(a) restricting, suspending or terminating your access to all or any part of our Services;

(b) deactivating or deleting your Account and all related information and files on the Account;

(c) attaching special conditions to your participation in our Services; and

(d) referring persons to appropriate law enforcement authorities where required.

4.5 You are entitled to appeal any decision made pursuant to clause 4.4 by contacting us at

5. Legal Capacity

5.1 You must be eighteen (18) years of age or over to access or use our Services. If you are under the age of 18 years (Minor), you must immediately cease accessing and using our Services unless you have permission from a parent or guardian, who is 18 years or older, to create an Account in accordance with clause 3 of this Agreement. If you are found to be a Minor, we are entitled, at our absolute discretion, and we will not be held liable to you or any third party for:

(a) restricting, suspending or terminating your access to all or any part of our Services;

(b) deactivating or deleting your Account and all related information and files on the account; and

(c) referring persons to appropriate law enforcement authorities where required.

We do not knowingly collect information (personal or otherwise) about or in connection with any person who is under sixteen (16) years of age.

5.2 Any action made by you on the Site or Adora Software and your continued use of our Services is an acknowledgement by you that:

(a) you are over the age of eighteen (18) years, or have obtained the relevant permission from a parent or guardian to create an Account; and

(b) you accept these T&Cs and agree that you have entered into a binding legal contract with us in relation to these T&Cs.

6. Cooperation and Support

Customer Obligations

6.1 You acknowledge that our ability to be able to provide the Services to you without delay or interruption is dependent on your full and timely cooperation.

6.2 In order for us to be able to provide the Services to you, you agree to:

(a) your information being shared with Adora and its employees;

(b) co-operate with and assist us in the supply of the Services;

(c) promptly respond to our communications and to provide us with full and accurate information, data and explanations as and when required including notifying us of any changes to such information;

(d) procure all necessary rights, Intellectual Property Rights or otherwise, from third parties (including Stripe in accordance with clause 8.11);

(e) comply with all Applicable Laws, regulations and industry standards with respect to your activities and obligations under these T&Cs;

(f) ensure that your network and systems comply with the relevant specifications and guidelines provided by us from time to time; and

(g) comply with all reasonable directions and guidelines from us as advised from time to time.

7. Early Design Partner Program

7.1 Adora will, on occasion, provide early access to various alpha and beta versions of the Adora Software to Early Design Partners in order to test, inform and further improve future releases of the Services (Early Design Partner Program). The terms surrounding Licensed Data (as defined at clause 9.6) apply to you in this regard.

7.2 Any early access to the Services will be governed by the Early Design Partner Program Terms and Conditions

8. Pricing and Subscription

Subscription Plans

8.1 The Subscription Plans for the Services which we provide to you are subject to the Pricing quoted to you in the Proposal.

8.2 Once a Subscription Plan is initiated, Adora Customers and/or the Authorised Users are responsible for the full payment of the relevant Pricing. If you wish to change your Subscription Plan, we will issue you with a new Proposal, outlining the adjusted Pricing.

8.3 Any unique customisation of the Adora Software may incur additional charges and be subject to separate terms and conditions. You can find more information regarding unique customisation by contacting us at

Term and Renewal

8.4 Your Subscription Plan will commence on the date an Order has been made or, where no fee is payable under the relevant Subscription Plan, the date you register your Account. The Order will reflect the specific terms and conditions attached to the Subscription Plan chosen by you, such as user limitations, Pricing and the length of the Subscription (the Term).

8.5 The Term will renew automatically at the end of the Term, whether monthly or annually until terminated in accordance with clause 15.3 and as indicated in the Order and in your Account.

Pricing and Changes to Pricing

8.6 The Pricing will not be changed retrospectively, however the Pricing and the Services are subject to change without notice. If you do not agree to these changes, you may terminate these T&Cs in accordance with clause 15.3.

No Refunds

8.7 No refund or credits will be issued for partial or unused Subscription periods. In the event you cancel your Subscription, cancellation will take effect at the end of the billing period set out in your Subscription Plan and Order, with no refund to be provided to you for any remaining days. Users may cancel at any time, but access will continue until the end of the current billing period.

Taxes

8.8 The Pricing is exclusive of any taxes and are in US Dollars unless stated otherwise by Adora.

The Final Pricing as stated on the Order will be inclusive of tax. The Adora Customer will make all payments in respect of the Order.

Trial Period

8.9 Upon the expiration of a Trial Period, you will be prompted to provide payment details if these details have not already been provided. If payment details have been provided, you will be automatically charged on the date specified in the billing section of your Account.

Failure to Make Payment

8.10 If payment for your Subscription Plan is not received by the date specified in the Order and at the end of the Trial Period, we will be entitled (without prejudice to any other right or remedy available to us under these T&Cs or Applicable Laws) to:

(a) withhold provision of the Adora Software, or suspend your access to any or all of the Adora Software, until payment of the outstanding amount is received by us in full, and

(b) terminate these T&Cs pursuant to clause 15.3.

Stripe and Payment Processing

8.11 Payment processing services for access to, and use of, the Adora Software, are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the Stripe Services Agreement). By placing an order and using Stripe to process payments you agree to be bound by the Stripe Services Agreement, which may be modified by Stripe from time to time. As a condition of enabling payment processing services through Stripe, you agree to provide us with accurate and complete information about you and your business, and you authorise us to share it and transaction information related to your use of the payment processing services provided by Stripe.

9. Intellectual Property

Adora IP

9.1 All rights, title or interest in and to the Services and any information or technology that may be provided to, or accessed by, you in connection with your use of the Services is owned, and will remain owned, by us or our licensors (Provider IP). Using the Services does not transfer any ownership or rights, title or interest in and to the Provider IP.

9.2 All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Services will automatically vest in, and

are assigned to, us, including any enhancements, improvements and modifications to the Provider IP (collectively, the Developed IP).

9.3 You must not represent to anyone or in any manner whatsoever that you are the proprietor of the Services and/or the Provider IP.

Your Use of the Services

9.4 In return for you complying with these T&Cs, we grant you a limited, non-exclusive, non- transferable licence to access and use our Services (including Intellectual Property Rights contained therein) for your personal and non-commercial use only, and at all times in accordance with applicable terms (including these T&Cs).

Licensed Data and Adora Use of Data

9.5 You retain ownership rights to the Customer Data and the End-User Data.

9.6 You grant us a worldwide, perpetual, irrevocable, non-exclusive and royalty free license to access and use the Customer Data and the End-User Data (Licensed Data) for the purpose of performing our obligations under these T&Cs.

9.7 You agree that Adora may collect and analyse the Licensed Data in order to improve, upgrade, modify or otherwise support the operation of the Adora Software both during and after the Term.

9.8 If you enable any third-party applications in conjunction with the Adora Software, you agree that the Licensed Data may be accessible by those third-party applications in order for such applications to function correctly. You will be bound by the terms of such third-party providers regarding the use of your Licensed Data, and we will not be held responsible for the disclosure, modification or deletions of the Licensed Data by such third-party applications.

9.9 You agree that we may refer to you, your business name, publish your logo and/or trade mark and refer to you as an Adora Customer in any communications or publications for the purposes of marketing or promoting our business but at all times will adhere to your rights under clause 12 of these T&Cs.

10. Warranties

Mutual Warranties

10.1 Each party represents and warrants to the other party that the T&Cs are a valid and binding agreement enforceable against each other and it has full authority to enter into and be bound by the obligations under the T&Cs.

Adora Customer Warranties

10.2 You warrant and represent to Adora that:

(a) all information and Customer Data provided is true, complete and accurate and is not misleading in any way;

(b) your access to, or use of, the Services is not unlawful or prohibited by any Applicable Laws;

(c) you or your organisation have obtained all necessary consents and that you are

authorised to access and use the Services and you will not share the Services with any Guest who is prohibited whether by any Applicable Laws or otherwise from accessing the Adora Software; and

(d) you understand and agree that any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities.

Disclaimer

10.3 We will use reasonable endeavours to provide constant, uninterrupted access to the Adora Software, but with any software-based product, this cannot be guaranteed. We will not be responsible or liable for any direct or indirect losses or damages suffered or sustained by you as a result of, or in connection with, any interruption or delay in accessing and using the Adora Software.

10.4 There are certain situations or events that may occur which will not be within our reasonable control.Adora is not liable for any failure to comply with its obligations relating to the Services where the failure is caused by something outside its reasonable control. Such circumstances will include, but are not limited to, weather conditions, fire, flood, hurricane, strike, industrial dispute, war, hostilities, pandemic, political unrest, riots, civil commotion, accidents, supervening legislation or any other circumstances amounting to force majeure. Where this occurs, we will notify you of these circumstances and attempt to recommence providing the Services as soon as we are able. In such circumstances there may be a delay (sometimes a substantial delay) before we can start or continue providing the Adora Software.

10.5 To the maximum extent permitted by any Applicable Laws, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Services provided hereunder is given or assumed by us other than as required by any Applicable Laws. You acknowledge and agree that the Services is provided on ‘as is’ basis and that you will make your own investigations into whether or not the is fit for your purposes.

10.6 We make no representations, warranties or guarantees to you or to any third party:

(a) that content available on, or produced by or via, the Services is accurate, complete, reliable, current, error-free or suitable for any particular purpose. This content is provided on an ‘as is’ basis and you acknowledge and agree that you exercise absolute discretion in choosing how to use this content; or

(b) as to the availability of the Services or that the Services are or will be free from viruses, worm, trojan or other malicious code. You are responsible for taking your own precautions in this respect.

11. Limitations of Liability

11.1 Our total liability to you or any third party (whether based on warranty, contract, tort, statute, misrepresentation or otherwise) in connection with these T&Cs, for any one event or a series of related events (Liability Event), will be limited to the total amount paid by you under your

relevant Subscription Plan in accordance with clause 8 during the twelve (12) months immediately prior to the relevant Liability Event(s).

11.2 You assume sole responsibility for your use and/or the End-User’s use of the Services (including any content contained therein) and for any reliance on, and use of, conclusions drawn from such use.

11.3 We will have no liability for any losses suffered or any damage caused by errors or omissions in any information or instructions provided to us by you in connection with the Services or any actions taken by us at your direction.

11.4 In no event will we be liable to you or any third party for any, arising directly or indirectly:

(a) loss of profits, revenue, goodwill or business, business interruption, corruption, loss or alteration of data, downtime costs, loss of use, failure to realise anticipated savings or for any indirect or consequential loss or damage of whatsoever nature, however caused;

(b) breach by you or any third party of the Intellectual Property Rights of a third party or any Applicable Laws or any relevant industry codes;

(c) viruses, worm, trojan or other malicious code introduced into, or transmitted to, you or any third party during the course of using the Adora Software; or

(d) loss of or damage to any property belonging to you or any third party or any personal injury or death arising out of or in connection with these T&Cs.

11.5 The parties acknowledge that the limitations of liability contained in this clause 11:

(a) are a fair and reasonable allocation of the commercial risk between the parties;

(b) do not affect either party’s rights under Australian Commercial Law or any other Applicable Laws; and

(c) do not include any liability arising out of either party’s gross negligence, fraud or wilful misconduct.

12. Indemnity

12.1 To the extent permitted by any Applicable Laws, you agree to indemnify and hold Adora, or its Affiliates, officers, directors, employees and contractors harmless from and against any and all claims, liabilities, losses, damages, expenses and costs that may be incurred by, or sustained by, the us arising out of, or in connection with, as a result or in respect of:

(a) your access to and use of the Service;

(b) a breach by you of these T&Cs;

(c) Customer Data;

(d) breach of any third party’s Intellectual Property Rights or any other rights; or

(e) breach by you of any Applicable Laws.

13. Confidentiality

13.1 You and Adora agree not to use or disclose Confidential Information received or disclosed in the negotiation or operation of these T&Cs except for:

(a) such use or disclosure necessary and required to perform the obligations under these T&Cs; or

(b) disclosing to the Authorised Users or the employees, contractors and/or advisors of Adora.

13.2 Disclosure of Confidential Information under clause 13.1(b) will only be made where it is necessary to do so and to those persons who are directly involved in performing your obligations or Adora’s obligations under these T&Cs.

13.3 Information is not to be regarded as Confidential Information where that information is already in the public domain or enters the public domain through no fault of the receiving party, is received from a third party without any obligations of confidentiality, is used or disclosed with the prior written consent of you or Adora, is disclosed in compliance with a legal requirement.

13.4 Any Confidential Information held by one party will be returned to the other or destroyed at the written request of the other party.

14. Privacy

14.1 You must, in connection with these T&Cs:

(a) ensure that you and your employees, contractors and agents are aware of your obligations under all applicable Privacy Laws;

(b) at all times comply with your obligations under applicable Privacy Laws; and

(c) take reasonable steps to assist us to comply with our obligations under applicable Privacy Laws as may be notified to you from time to time.

14.2 We are committed to protecting your privacy and personal information. In the course of accessing and using our Services, you may provide us with personal information. We respect your privacy and process your information in accordance with our Privacy Policy which you can read for further details about our practices relating to the collection, use, disclosure and storage of your personal information.

15. Term and Termination

Term of T&Cs

15.1 These T&Cs will commence on the date that you register your details via the Site (whether in connection with a trial to use the Adora Software, as a paying user of the Adora Software, or otherwise) and after any applicable trial period, will continue in force so long as you continue to pay in line with the Pricing, unless terminated in accordance with this clause 15.3.

15.2 These T&Cs will continue for the period covered by the relevant Subscription Plan.

Termination

15.3 Either party may terminate their relevant Subscription and cease using the Services without cause at any time by providing the other party with one (1) month’s notice for monthly Subscriptions and with twelve (12) months’ notice for annual Subscriptions.

15.4 We may terminate your Subscription and these T&Cs (or at our discretion, terminate or suspend the supply to you of the Services) immediately if you fail to pay any fees owing under your relevant Subscription Plan or commit a material breach of these T&Cs.

15.5 On termination of your Subscription and these T&Cs for any reason, we will be entitled to immediate payment for all fees owing under your relevant Subscription Plan properly incurred up to the date of termination and during any applicable notice period.

Ending Subscription

15.6 It is your sole responsibility to manage active Subscriptions If your intention is to cease use of the Services indefinitely, it is your responsibility to:

(a) ensure any active Subscriptions are terminated; and

(b) communicate with Stripe to process any refunds (as applicable).

16. Support Services

16.1 We may, at our absolute discretion, provide you support in relation to your use of the Services or the Site.

16.2 You may access help documents to diagnose any issues that you are facing. If, after reasonable efforts, you are unable to access or find the information relevant to you, you may contact us at help@adora.so

16.3 We will endeavour to provide support Mondays to Fridays excluding public holidays during 9am to 5pm, however this cannot be guaranteed.

17. Miscellaneous

Survival of T&Cs

17.1 All rights, obligations and provisions of these T&Cs capable or intending to survive termination of these T&Cs will remain in full force and effect following the termination or expiry of these T&Cs.

Assignment

17.2 You must not assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these T&Cs without our consent.

Waiver

17.3 We may choose to waive or not enforce any breach of these T&Cs. Such waiver or failure to enforce will not deemed to be a waiver or failure to enforce breach at a future date.

Relationship

17.4 Nothing in these T&Cs is intended to create or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in these T&Cs. Neither we nor you will have, nor represent that it has, any authority to make any commitments of this kind on the other party’s behalf. These T&Cs, and the relationship between the parties contemplated by it, is not intended to be exclusive.

Severability

17.5 If any provision of these T&Cs is held invalid or unenforceable, such provision will be deemed deleted from these T&Cs and replaced by a valid and enforceable provision which so far as possible achieves the parties’ intent in agreeing to the original provision. The remaining provisions of these T&Cs will continue in full force and effect.

Governing Law and Jurisdiction

17.6 These T&Cs is governed by the laws of New South Wales, Australia and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.

Dispute Resolution

17.7 The parties will make reasonable efforts to resolve any disputes and pre-empt any potential disputes relating to these T&Cs. If a dispute arises in relation to these T&Cs, a party may give the other party a written notice adequately identifying the matters in dispute (“Dispute Notice“).

17.8 Within 14 days of party giving a Dispute Notice, the parties must meet informally and attempt to resolve the dispute. If a resolution is not achieved within 14 days from the informal meeting, the party may give the other party written notice requiring the dispute to be referred to mediation governed under the laws of New South Wales, Australia unless otherwise determined by Adora (“Mediation Notice“).

17.9 If a Mediation Notice is given, the parties will appoint a mediator in writing, or if the parties cannot agree on a mediator within 7 days of the Mediation Notice being served, a mediator will be appointed by the chair of the Resolution Institute (the “Chair”) or the Chair’s designated representative. The parties or their nominated representatives must attend any arranged mediation to attempt to resolve the dispute and unless otherwise agreed by the parties, the Resolution Institute Mediation Rules will apply to the mediation.

17.10 The costs of mediation will be shared equally by the parties unless otherwise agreed in writing. 17.11 If the dispute identified in the Mediation Notice is not resolved within 14 days of appointment of the mediator, either party may seek mediation, with the parties agreeing that the mediator will make a binding resolution.

17.12 No party may commence litigation unless they have first complied with this clause, except where the party is seeking urgent interlocutory relief.

17.13 Notwithstanding the existence of a dispute, each party must continue to perform its obligations under these T&Cs.

17.14 Clauses 17.7 to 17.14 survive the termination or expiry of these T&Cs.

Entire Agreement

17.15 These T&Cs, policies and Order referred to constitute the entire agreement between the parties and supersede and replace any prior written or oral agreements, representations or understandings between the parties. The parties confirm that they have not relied on any representation that is not expressly incorporated into these T&Cs.

17.16 These T&Cs shall prevail over any other terms and conditions or order form you are obliged by to the extent any inconsistency or contradictions arise between the two.

Notices

17.17 Any notice required to be given under these T&Cs will:

(a) For Adora, be sent to:

(b) For you, be sent to the email associated with your Account.

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