End user licence agreement

This licence agreement (“Agreement”) (including the schedule to this Agreement) is a legal agreement between you (the “Licensee” or “You”) and CFC Security Pty Ltd ABN 54 096 518 820, doing business as Solis Security (“Solis”, “Us”, “Our” or “We”) a private limited company incorporated in Australia with registered address at Unit 22, 130 Bundall Road, for :

• Cyber Security services and any data supplied with the services (“Services”).
• Any online software applications provided as part of the Services (“Software”).
• Any online documents provided as part of the Services (“Documents”).

We license use of the Services, Software and Documents to you on the basis of this Agreement. We do not sell the Services, Software or Documents to you. We, or our licensors, remain the owners of the Services, Software and Documents at all times.

BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU (AND YOUR EMPLOYEES). IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST CLICK ON THE "REJECT" BUTTON BELOW AND YOU MAY NOT DOWNLOAD, STREAM OR ACCESS THESE SERVICES, SOFTWARE OR DOCUMENTS.

In the event there is any conflict between this Agreement and the agreement entered into between you and a reseller, including the Order Form, this Agreement shall prevail.

The Licensee and Solis are each referred to in this Agreement as a “Party” and collectively as the “Parties”.

1. “Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with that party from time to time;
2. “Control” means possession of more than 50% of the issued share capital of a company or the possession of more than 50% of the voting rights of an entity or the legal power to direct or cause the direction of the general management of an entity, and Controls and Controlled shall be construed accordingly;
3. “Licensee Data” means the data inputted by or on behalf of you, for the purpose of using or facilitating your use of the Services, Software or Documents and any data generated by, or derived from your use of the Services, Software or Documents, whether hosted or stored within the Services, Software or Documents or elsewhere;
4. “Order Form” means the order form provided by a reseller to you who is authorized by Solis to provide the Services, Software and Documents;
5. “Protected and Monitored User Accounts” means the user accounts which are monitored, analyzed and/or secured by the Software;
6. “Support Services” means any support services provided by Solis through the Managed Detection and Response inbox to Licensees relating to the Services and Software.

1. In consideration of payment of the Service and you agreeing to abide by the terms of this Agreement, we grant to you a limited, non-exclusive, non-transferable, revocable licence, without the right to sublicense, to access and use the Services (and the Software and the Documents in connection with the Services) on the terms of this Agreement (“the Licence”), solely for your internal business operations.
2. The Licence shall be limited to the maximum number of Protected and Monitored User Accounts specified in an Order Form, which may be assigned to members of either Licensee or Licensee’s majority owned Affiliates.
3. You undertake that:
   1. you shall supervise and control use of the Services, Software and Documents and ensure they are used by your employees (and representatives) only in accordance with the terms of this Licence;
   2. you shall comply with all applicable technology control or export laws and regulations;
4. You shall not, directly or indirectly:
   1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, Services and/or Documents (as applicable) in any form or media or by any means; or
   2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or Services;
   3. access all or any part of the Services, Software or Documents to build a product or service which competes with the Services, Software or the Documents;
   4. sell, lease, sublicense or distribute the Software, or any part thereof, or otherwise transfer the Software, or any part thereof, or allow any third party to use the Software, or any part thereof, in any manner;
   5. attempt to obtain, or assist third parties in obtaining, access to the Services, Software or Documents, other than as provided under this Licence;
   6. circumvent, disable or otherwise interfere with security-related features of the Software, or any part thereof, or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Software, or any part thereof;
   7. attempt to circumvent or otherwise bypass the maximum number of Protected and Monitored User Accounts set forth in the Order Form.

1. This Agreement and the Services are effective for the duration of the term set forth in the Order Form (the “Subscription Term”), unless terminated earlier as provided in this Agreement.
2. In the event that the Order Form expires, or is otherwise terminated, this Agreement shall automatically terminate. In the event that this Agreement expires or is otherwise terminated, the Order Form shall automatically terminate.
3. Either Party may terminate this Agreement at any time by giving written notice to the other Party if the other Party is in breach or default of any material provision of this Agreement or the Order Form and, if permissible to remedy, fails to remedy such breach or default, within thirty (30) days after being provided written notice of such breach (specifying details of the breach or default and requiring same to be remedied) by the non-breaching Party.
4. Solis has the right to terminate or withdraw the Services at any time if:
   1. the Licensee fails to comply with the terms of this Agreement; or
   2. any fact or circumstance occurs that we reasonably believe would render our continuing Services unlawful or unethical or contravene legal or regulatory requirements.
5. Notwithstanding the termination of this Agreement, the Licensee will remain obliged to pay for all Services rendered and costs and expenses paid or incurred on Licensee’s behalf up to and including the date of termination and which are reasonably necessary after such termination. Upon termination, Solis will have no further duty to the Licensee with respect to the Services unless otherwise specified in writing by us.
6. For the avoidance of doubt and without derogating from any of Solis’ rights under this Agreement, the Licensee acknowledges and agrees that the terms of this Agreement shall continue to apply to the Licensee and the Parties relationship, as long as the Licensee is using the Software, even if the applicable Subscription Term has expired (as set forth in the applicable Order Form) and/or if an Order Form was not issued.

1. You are responsible for ensuring that the information provided to Solis for the provision of the Services is accurate and complete. You also agree to co-operate with Solis in the provision of the Services.
2. You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Licensee Data. You hereby license us to use the Licensee Data for:
   1. the proper performance of the Services, including the provision of the Software and the Documents;
   2. the purposes set out in our Privacy Notice as described in section 7; and
   3. all other purposes relevant to the proper exercise of our rights and obligations under this Agreement.
3. Whenever Solis’s performance of the Services is dependent upon the Licencee furnishing Solis with a Licencee managed application, Licensee interfaces, Licencee Data, connectivity, documents, information, materials or approvals, You shall furnish such items in a timely fashion in a reasonable format specified by Solis, or such other format as mutually agreed by the parties in writing.
4. Failure to provide Solis with accurate and complete information in a co-operative manner, or access to personnel, could impact Solis’s ability to provide any Services and could mean that the Services provided are not complete or do not appropriately take into account the Licencee’s specific circumstances.
5. You acknowledge that this Agreement is entered into between You and Solis and that Solis shall have no liability of whatsoever nature to any third party including but not limited to those designated by or engaged by You in relation to the Services and/or the Agreement. You shall be liable for acts and/or omissions of any such third party as if they were acts and/or omissions of the Licencee.
6. The Licensee shall at all times be responsible for the decision to implement any recommendations provided by Solis. The Licensee understands that Solis is relying upon the information and decisions that the Licensee provides in order to provide the Services.

1. The licenses granted hereunder and the provision of Support Services, to the extent applicable, are subject to the full payment of the applicable fees as set forth in the Order Form.

1. The information provided by Solis under this Agreement and/or in connection with the Services (including any report or other work product prepared by Solis for you) contains and comprises confidential and proprietary information, which is the property of Solis. For the avoidance of doubt, information provided by the you shall remain the property of the Licensee.
2. The information provided by one Party (the “Disclosing Party”) under the Agreement to the other (the “Recipient”) may contain confidential and proprietary information, which is the property of the Disclosing Party. The Recipient shall, for the duration of this Agreement and for two years’ thereafter, maintain the confidentiality of any Confidential Information disclosed to it by the Disclosing Party for the purposes of this Agreement. “Confidential information” includes, but is not limited to, the Agreement and all information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information, including, but not limited to, personally identifiable information, proprietary information, business and marketing plans, technical information, trade secrets, know-how, product plans and designs, business processes, and other non-public information.
3. By receiving Confidential Information from the Disclosing Party, the Recipient agrees:
   1. not to use the Confidential Information other than for the purposes of this Agreement;
   2. to maintain adequate security measures to safeguard the Confidential Information from unauthorised disclosure, access, use, misappropriation or exploitation, and in no event use less than the same degree of care as the Recipient uses to safeguard its own Confidential Information; and
   3. keep in confidence all Confidential Information received and not make copies of, reproduce any copies of it, in whole or in part, distribute, disclose or disseminate to anyone except those officers, employees and professional advisers of the Recipient (the “Representatives”) with a need to know, provided however that such persons have been advised of the obligation to protect the Confidential Information, and its Representatives are bound by enforceable undertakings to keep the Confidential Information confidential in terms at least as onerous as the terms of this section.
4. Confidential Information shall not include information which a Recipient can prove falls within one of the following categories:
   1. the information has come within the public domain through no fault of or action by the Recipient or its Representatives;
   2. the information was in the lawful possession of the Recipient prior to its disclosure under this Agreement; or
   3. the Information became lawfully available to the Recipient from a third party (other than a Representative) under no obligation of confidentiality to the Disclosing Party and who has not otherwise gained the information through improper means.
5. If any portion of any disclosed Confidential Information falls within any of the above exceptions the remainder of the Confidential Information shall continue to be subject to the requirements of this Agreement.
6. A Party may also disclose Confidential Information that is responsive to any discovery requests, subpoenaed by any individual or entity, or required to be produced by operation of law or court order, provided that:
   1. any privileged information is not disclosed;
   2. to the extent legally permissible, the disclosing Party provides notice to the other Party to whom the Confidential Information belongs as soon as practicable and no later than 72 hours prior to the disclosure, to provide an opportunity for that other Party to seek and injunction or other protection order allowing the Confidential Information to be regarded as confidential,
   3. the disclosing Party otherwise restricts such disclosure to the maximum extent legally permissible; and
   4. subject to such disclosure, such disclosed Confidential Information shall in all respects remain subject to the restrictions set out in this Agreement.
7. In addition, you agree and acknowledge that Solis may disclose your Confidential Information to certain Affiliates, officers, agents, subcontractors and employees of Solis and to insurers/reinsurers:
   1. as necessary to perform the Services or in connection with the administration of your service (where applicable) and so long as such other persons are subject to confidentiality obligations no less restrictive than those under this Agreement; and
   2. on an anonymized basis, for the purpose of compiling internal statistical information and reporting statistics in promotional or advertising material.

1. “Data Protection Law” shall mean as applicable (i) the Privacy Act 1988 (Cth) including the Australian Privacy Principles; and (ii) any other applicable data protection or privacy law of any jurisdiction, in each case as amended and superseded from time to time.
2. Unless the context otherwise requires, "personal information", "sensitive information", "collection", "use", "disclosure" and "data breach" shall have the meaning given to them in the Privacy Act 1988 (Cth). Each party agrees to comply with all applicable Data Protection Law.
3. This section 7 together with Solis’s privacy notice (together our “Data Protection Notice”) provides detailed information about how Solis processes personal data. A copy of Solis’ privacy notice is available here. Each party shall be separate data controllers for the purpose of any personal data processed under or in connection with this Agreement. The parties acknowledge that the determination that the parties act as separate data controllers under this Agreement is a factual determination. Should the facts underlying this determination change, the parties agree to promptly in good faith negotiate any amends to this section 7 as required by applicable Data Protection Law.
4. Solis may need to process personal data:
   1. when you are introduced to Solis for one of its products or Services;
   2. in connection with the provision of Services to the Licensee pursuant to this Agreement; and
   3. as part of Solis’s Forensics and Security Information Response Services, and will do so as controller.
5. The personal data Solis will process in connection with the provision of Services may relate to the Licensee or the Licensee’s personnel (to include details of individual’s names, phone number and email addresses), which is required for the performance and administration of the Services. Personal data recovered from hard drives or computer systems (including through data mining where provided as part of the Services) may include personal data and, if held on the hard drives and computer systems, also special categories of personal data such information about individuals’ health and criminal records. Data recovered from hard drives or computer systems may relate to the Licensee’s personnel, customers or other third parties.
6. Solis may also process personal information relating to the Licensee or Licensee’s personnel for marketing purposes. Where Solis does process personal information for marketing purposes, Solis will always do so in compliance with applicable laws.
7. Solis may share personal data with other members of its Affiliates and/or external forensic vendors where necessary in connection with any services delivered to you.
8. Subject to section 7.9, where the Licensee has shared personal data with a third party, the Licensee agrees that such personal data may be shared by that third party with Solis in connection with the provision of the Services.
9. Where the Licensee (or someone on Licensee’s behalf) provides personal data to Solis (for the purpose of this section ‘provide’ shall include where the Licensee’s requests Services from Solis as part of which Solis will access systems, servers, networks and/or hard drives which may include personal data):
   1. The Licensee must only provide Solis with the personal data that Solis specifically asks the Licensee to share with it or to personal data that is necessary for Solis to provide the Services;
   2. The Licensee must ensure that the personal data that it provides to Solis is accurate and, where necessary, up to date;
   3. The Licensee should only provide personal information to Solis that the Licensee knows Solis can process in line with its Data Protection Notice and for the purpose of providing the Services;
   4. where the Licensee provides information relating to the Licensee’s personnel to Solis, Licensee warrants that (i) it has the necessary consent (if required) and authority to provide that personal data, Confidential Information, or other data to Solis and for such personal data to be processed by Solis in order that Solis may fulfil its obligations under the Agreement; and (ii) to Licensee’s knowledge, providing personal data, Confidential Information, or other data to Solis will not violate any applicable law or regulation or any agreement with a third party; and
   5. where Solis processes special categories of personal data as part of Solis’s Forensics and Security Information Response Services and/or in connection with Solis’ data mining activities the Licensee warrants that (i) it has the necessary consent (if required) and authority to provide that personal data (including but not limited to special categories of personal data), Confidential Information, or other data to Solis and for such personal data to be processed by Solis or its Affiliates in order that Solis may fulfil its obligations under the Agreement; and (ii) to the Licensee’s knowledge, providing personal data (including but not limited to special categories of personal data), Confidential Information, or other data to Solis or its Affiliates will not violate any applicable law or regulation or any agreement with a third party.
10. In the event of any change in applicable law or regulation that restricts or prohibits the performance of the Services, the Licensee shall promptly provide Solis with written notice. Solis reserves the right to amend the Services if necessary to comply with applicable law or regulation and Solis shall notify the Licensee of such change. If the Licensee is relying on consent as a lawful basis for processing, the Licensee shall promptly notify Solis if any Licensee personnel withdraws his or her consent to the processing of personal data.
11. Where necessary, Parties shall assist one another to comply with data protection requirements regarding international transfers, including where necessary, assisting one another to enter into such agreements, or documentation as may be required in order to ensure that the data protection law obligations regarding international transfers are met.

1. You acknowledge that all rights, title and interest in any copyright and all other intellectual property rights (“Intellectual Property Rights”) in the Services, Software and Documents anywhere in the world belong to us or our licensors, that rights in the Services, Software and Documents are licensed (not sold) to you, and that you have no rights in, or to, the Services, Software or the Documents other than the right to use them in accordance with the terms of this Licence.
2. Intellectual Property Rights developed or created by or on behalf of Solis or any agent or employee of Solis (or its Affiliates) in relation to the provision of the Services under this Agreement, and all derivative works thereof shall vest in Solis. For the avoidance of doubt, this includes: any processes, instructions, methods, techniques, reports and other work products created or developed by Solis and or its licensors.
3. The Licensee agrees to grant Solis a revocable, non-exclusive, royalty-free right and licence to copy, configure, access, operate and use:
   1. any Personal Data relating to the Licensee or the Licensee’s personnel;
   2. the Licensee's systems, software, online mailboxes, hardware, computers, networks, virtual machines, equipment, on premise and cloud servers and/or any other data storage systems owned or operated by or on behalf of the Licensee ("License Systems") and any network and security documentation concerning Licensee Systems (including the Licensee's asset and network repositories, network topology, security configuration, server log files, email servers, registry keys, audit logs and other business information and account login credentials or passwords),
   in each case, during the course of and for the purpose of providing the Services.
4. The Licensee agrees to defend, release, and hold Solis harmless, and to reimburse and indemnify Solis, against all loss and damage suffered, paid or incurred by Solis as a result of any claim that the use or access to any of the Licensee Systems or the transmission, storage, disclosure, access, processing or use of Personal Data by Solis infringes the Intellectual Property Rights or other rights of any person or breaches any applicable law.

1. To the fullest extent permitted by applicable law, Solis provides no warranties, express or implied, in relation to the Services, Software or the Documents under this Licence, and all such warranties are excluded.
2. To the extent permitted by applicable law, the Services and any items produced under this Agreement, including, but not limited to, data, reports, documentation, deliverables, hardware, and software of any kind, and any recommendations or conclusions contained therein, are provided “as is.”
3. To the extent permitted by applicable law, Solis shall not be responsible for any warranties and representations made by any reseller to the Licensee, and such warranties and representations are the sole responsibility of such reseller.
4. Nothing in this agreement excludes, restricts, or modifies any right or remedy, guarantee, warranty or other condition implied or imposed by legislation which cannot lawfully be excluded or limited.

1. Solis agrees to defend and indemnify the Licensee from and against any third-party claim that Solis’ Services infringe any copyright and all other relevant third party intellectual property rights issued during the Licensee’s use of the Software and will pay the Licensee any finally awarded actual costs or damages actually paid by the Licensee, or agreed to in settlement by Solis, provided that:
   1. Solis is promptly notified in writing of such claim;
   2. the Licensee grants Solis sole control of the defence and any related settlement negotiations in respect of such third party claim; and
   3. the Licensee cooperates with Solis in defence of such claim.
2. Solis may mitigate its responsibility under this section 10 by:
   1. replacing or modifying the Software to provide replacement Software which are functionally equivalent;
   2. obtaining the right for the Licensee to continue the use of the Software; or
   3. if neither section 10.2.1 or 10.2.2 are possible, then demanding the return of any infringing portion of the Software.
3. Solis will have no obligation hereunder for any claims which arise out of or result from:
   1. the Licensee’s use of the Software in a manner not otherwise agreed upon or contemplated under this Agreement, where the infringement would not have occurred but for such use;
   2. the modification of the Software by the Licensee, where the infringement would not have occurred but for the modification; or
   3. Confidential Information or materials provided by the Licencee that are used or included in the Software.
4. The rights and obligations set forth herein are Solis’s sole obligation and Licensee’s exclusive remedy for any infringement claim.
5. Save for any infringement claim to which the indemnity in section 10.1 applies, the Licensee agrees to defend, release, and hold Solis harmless and indemnify Solis against all third-party claims, liabilities, actions, damages, losses and costs and expenses (including reasonable professional costs and expenses) relating to, in connection with, or arising out of the Agreement, except to the extent that such claims result from Solis’s negligence, willful misconduct or violation of law provided that the foregoing excepted conduct was not at the direction or instructions of the Licensee.

1. Subject to section 11.3, the aggregate liability of each party for all claims and liabilities arising from or relating to this Agreement, including, without limitation, Solis’ indemnification obligations under section 10 of this Agreement, any liability in contract, tort (including negligence), misrepresentation, restitution or otherwise or any loss of or damage to data or other loss or damage to or sustained by the Licensee (or any of its Affiliates) in connection with the Services, shall be limited in respect of all claims to the aggregate amount of the fees paid by the Licensee (or on behalf of the Licensee) under the applicable Order Form during the twelve (12) months immediately prior to the event giving rise to the liability.
2. Subject to section 11.3, neither party shall be liable to the other party, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, arising under or in connection with this Agreement for:
   1. loss of revenues, business, or profits;
   2. loss of use or corruption of software, data or information;
   3. loss of agreements or contracts;
   4. loss of sales or business;
   5. loss of anticipated savings;
   6. loss of or damage to goodwill;
   (in each case whether direct or indirect) and any special, indirect or consequential loss.
3. Nothing in the Agreement limits any liability which cannot legally be limited, including liability for:
   1. death or personal injury caused by negligence; or
   2. fraud or fraudulent misrepresentation.

1. Solis may provide on request by the Licensee, the Forensics and Security Information Response Services, or any similar service provided by Solis which includes data mining, penetration testing and/or access to hard drives, servers, network and/or computer systems (together the “Security Services”). If the Licensee requests in writing for the Security Services to be performed against or in relation to any systems, servers, network and/or hard drive, subject to Solis complying with its obligations under this Agreement, the Licensee warrants and represents that the Licensee has the express authority to permit Solis, its agents and contractors to perform the Security Services in relation to such systems, servers, networks and/or hard drives. The Licensee will not request Security Services to be performed that would constitute any attack, hack or unauthorized access, malicious usage or unlawful activity. The Licensee shall indemnify Solis, against any costs, expenses, liabilities, claims, losses and damages incurred, suffered by or claimed against Solis in relation to or in connection with the provision of the Security Services except to the extent such claim results from a breach by Solis of this Agreement.
2. Solis will use commercially reasonable endeavours to:
   1. ensure that the Security Services as specified in a Order Form are: performed in a timely fashion (subject to Licensee’s fulfilment of its obligations under this Agreement); and
   2. in the event of responding to a ransomware attack, in good faith negotiate the ransom as required and procure a means of decrypting Licensee’s property (the “Decryption Tool”),
   in each case, subject to applicable laws, Time shall not be of the essence for the purposes of this Agreement.
3. Notwithstanding section 12.2, Solis makes no warranties in respect of the outcome of such negotiations, and the Licensee agrees that Solis will not be liable to the Licensee for any losses or damages suffered by the Licensee as a result of:
   1. any delay in Solis’s procurement of the Decryption Tool or failure to procure the Decryption Tool;
   2. the Decryption Tool not working as intended; or
   3. the use of any security tools, including, without limitation, any penetration tests or vulnerability scans, to detect, contain, analyse, or eradicate a security incident, including, without limitation, any ransomware or other malware infection.
4. In addition, Solis is not liable for any loss of, or damage to, any data (including any Personal Data) or systems of the Licensee (including the Licensee Systems) as a result of any existing, continuing, or new security incident, including, without limitation, a malware infection prior to Solis commencing the Services.
5. The Licensee acknowledges that digital/computer equipment, drives, data and media may be damaged, infected, or corrupted prior to any Services (including forensic analysis) being performed, and that Solis is not responsible or liable for existing damage or further damage resulting from the Services. Any data, especially data restored after a security incident, may contain malware and Solis recommends and the Licensee acknowledges that it should protect itself during such restoration including advising its agents and any other recipients to take similar precautions to protect themselves.
6. The Licensee represents and warrants that:
   1. it has the right to be in possession of, or is the owner of, all equipment, data and/or media provided to Solis hereunder,
   2. such equipment, data or media is provided for a lawful purpose, and
   3. where applicable, Licensee’s collection, possession, processing and transfer of such equipment, data, or media is in compliance with any and all applicable law and regulation.
7. The Licensee acknowledges that:
   1. certain Services (including Forensics and Security Incident Response Services) are intended to probe and exploit system weaknesses which may damage vulnerable systems (including the Licensee systems, software, online mailboxes, hardware, computers, networks, virtual machines, equipment, on premise and cloud servers and/or any other data systems owned or operated by or on behalf of the Licensee (the “Licensee Systems”)); and.
   2. that Solis is not liable for any resulting damage to, or in connection with, any such systems (including the Licensee Systems) and the Licensee should backup systems and data and take other measures it deems appropriate to protect itself as deemed necessary.

1. Solis will provide such IT Recovery Services to the extent set out in the Order Form.
2. Solis will only modify the Licensee's access or login credentials and/or account details in accordance with and pursuant to the Licensee's written instructions.
3. Solis has no obligation to provide any encryption of any systems of the Licensee (including the Licensee Systems) and/or implement any data integrity, data governance, application build automation and deployment, identity and access review or data loss prevention measures or services in the course of the provision of the IT Recovery Services, except as expressly specified in an Order Form.
4. Where expressly set out in an Order Form, Solis will use reasonable endeavours to restore the Licensee's data (including Personal Data) following a security incident if Solis has informed the Licensee that restoration is viable. Except where Solis is expressly required to backup the Licensee's data (including Personal Data) in accordance with an Order Form, Solis has no other obligation to backup any of the Licensee's data (including any Personal Data).
5. To the fullest extent permitted by law, Solis is not responsible for loss, destruction, alteration or unauthorised disclosure of any of the Licensee's data (including Personal Data) caused by the Licensee, any third party or a force majeure event (as described in section 17.1).
6. In the event of any loss, corruption or damage to any of the Licensee's data (including any Personal Data), except where the loss, corruption or damage is caused by Solis’ wilful misconduct and otherwise to the fullest extent permitted by law, the Licensee's sole and exclusive remedy will be to request a new Order Form, at Solis' cost. Solis will use reasonable endeavours to restore the lost, corrupted or damaged part of any of the Licensee's data (including any Personal Data) from the latest back-up of any of the Licensee's data (including any Personal Data) that is or has been maintained by the Licensee.

1. In providing the Services, Solis may recommend third party software, applications, products and/or platforms that the Licensee or Solis may use to collect, diagnose, secure or recover any of the Licensee's data or systems (including the Licensee Systems) or to conduct digital forensics associated with any Services and/or to produce any documentation in connection with the Services or otherwise ("Third-Party Tools").
2. To the maximum amount permitted by law, Solis shall have no liability of whatsoever nature to the Licensee in respect of the Third Party Tools. The Licensee will be deemed to have irrevocably released Solis from any claims that the Licensee may otherwise have against Solis with respect to any loss, damage or corruption caused by Third Party Tools and/or the interfacing between any Third-Party Tools and any of the Licensee's data or systems (including the Licensee Systems).

1. If Solis observes or otherwise encounters during the course of providing the Services any content that may be illegal, Solis may disclose such content to the Police. To the extent Solis reasonably believes it is permitted by applicable law, Solis will notify Licensee of its intention to disclose the existence and/or content to the appropriate authorities.

1. In this clause 16, a word or expression defined in the a New Tax System (Goods and Services Tax) Act 1999 (Cth) ("GST Act") has the meaning given to it in the GST Act.
2. For the purposes of this Agreement, where the expression GST inclusive is used in relation to an amount payable or other consideration to be provided for a supply under this Agreement, the amount or consideration will not be increased on account of any GST payable on that supply.
3. Any consideration to be paid or provided to a party for a supply made by that party under or in connection with this Agreement, unless specifically described in this Agreement as GST inclusive, does not include an amount on account of GST.
4. Despite any other provision in this Agreement, if a party makes a supply under or in connection with this Agreement on which GST is imposed (not being a supply the consideration for which is specifically described in this Agreement as GST inclusive) ("Supplier"):
   1. the consideration payable or to be provided for that supply under this Agreement but for the application of this clause 21 ("GST exclusive consideration") is increased by, and the other party must also pay the Supplier, an amount equal to the GST payable by the Supplier on that supply; and
   2. the amount by which the GST exclusive consideration is increased must be paid to the Supplier without set off, deduction or requirement for demand, at the same time as the GST exclusive consideration is payable or to be provided.
5. If a payment to a party under this Agreement is a reimbursement or indemnification, calculated by reference to a loss, cost or expense incurred by that party, then the payment is reduced by the amount of any input tax credit to which that party is entitled for that loss, cost or expense.
6. The relevant Supplier must provide a tax invoice.

1. Force Majeure. Neither Party shall be in breach of this Agreement nor liable for damages or have the right to terminate this Agreement for any delay or default in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond that Party’s reasonable control, including, without limitation, acts of God, government restrictions (including the denial or cancellation of any export or other necessary licence), change of laws, acts of terrorism, wars or insurrections, or any epidemics, pandemics, or quarantine requirements.
2. No assignment. The Licensee must not assign or otherwise transfer, whether by operation of applicable law or otherwise, its rights and obligations under the Agreement without the prior written consent of Solis.
3. Subcontracting. Solis may appoint a third-party sub-contractor to perform the Services from time to time provided always that Solis shall be responsible for the acts and omissions of that third party sub-contractor as if they were act and omissions of Solis.
4. Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter contained herein and supersedes all prior agreements and understandings between the Parties with respect to such subject matter.
5. Updating Terms. Solis reserves the right to make changes to these terms from time to time by providing written notice to the Licensee. Within 30 days of such notice, if the Licensee does not agree to the updated terms, the Licensee may terminate this agreement by providing 10 days' written notice. The Licensee otherwise agrees to be bound by the most recent version of the End User license Agreement, which will be sent to the Licensee. Any changes to the Services shall be agreed in writing.
6. Law and jurisdiction. This Agreement shall be governed by and construed in accordance with Australian law and the parties irrevocably submit to the exclusive jurisdiction of the Courts of Queensland, Australia. The parties hereby irrevocably waive any objection to the exclusive jurisdiction of the Courts of Queensland, Australia on the grounds of inconvenient forum or otherwise.
7. Survival: Sections 10, 11, 12 and 17 shall survive termination of this Agreement as will any other term, which by its nature, is intended to survive termination of this Agreement
8. Dispute Resolution: A Party must not start court proceedings (except proceedings seeking interlocutory relief) unless that Party has first complied with this section ‎17.8.

   A Party claiming that a dispute, difference or question arising in connection with this Agreement has arisen ("Dispute") must give the other Party notice of the details of the Dispute ("Dispute Notice").

   When a Dispute Notice is given, the Parties must, within a reasonable period following the Dispute Notice being given, meet to attempt to resolve the Dispute (acting reasonably and in good faith). The Parties must continue to perform their respective obligations under this Agreement pending the resolution of a Dispute.

9. Severance. In the event that any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, such determination shall not affect the validity of any other provisions of the Agreement, which shall remain in full force and effect.
10. No Waiver. No waiver by a Party of:
    1. of any term or condition of this Agreement or any right of the Party under this Agreement shall be construed as a waiver by that Party of any other term or condition or right (as the case may be),
    2. any default of, or under this Agreement by the Party shall be construed as a waiver by that Party of any other default; and
    3. any provision of this Agreement or any right or remedy of that Party under this Agreement shall be effective unless in writing and signed by that Party.
    No delay by a Party in exercising, no course of dealing by a Party with respect to, and no partial exercise by a Party of any right or remedy of that Party under this Agreement shall constitute a waiver by that Party of any other right or remedy of that Party, or future exercise of such right or remedy.
11. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be directed to:

    General Manager
    CFC Security Pty Limited
    Unit 22, 130 Bundall Road,
    Bundall
    QLD 4217, Australia
    Or via email to: sales.au@solissecurity.com
    With a copy to legal@cfc.com

    Notices to Licensee shall be sent to the address included in the Order Form or as otherwise provided by Licensee to Solis from time to time. Licensee agrees that such notices may be sent electronically.

    A notice is deemed to be received:

    1. if delivered by hand, at the time the notice is left at the proper address;
    2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting; or
    3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.