givvable Terms and Conditions

The Client acknowledges these Terms and Conditions, and agrees to be bound by them, through one or more steps and/or actions. The Client is deemed to agree to these Terms and Conditions and be bound by them, if one or more of the following occurs:

(a) The Client registers and/or creates an Account in or on the Platform;

(b) The Client provides and/or uploads Client Data to the Platform, not being the provision of a Supplier List by the Client;

(c) The Client clicks or selects “Accept” when creating an Account on the Platform and/or uploading Client Data to the Platform, not being the provision of a Supplier List by the

Client;

(d) The Client accesses and/or uses the Platform; or

(e) A Client submits an Order Form.

Context:

A. The grant of rights by givvable to Clients to access and use the Platform; and

B. The submission and provision of data and information to the givvable Platform by Clients authorised to use the Platform.

(a) To secure access to any of the Source Data, and/or use the Platform, in addition to complying with these terms and conditions, Clients must create an Account in accordance with the following:

(i) The Client must provide current, complete, and accurate information in response to all questions and requirements stipulated by givvable.

(ii) The Client must maintain the security of the Account, log-in information and password(s), and shall take all necessary steps to protect the Account password from loss, theft, or unauthorized disclosure, and/or any unauthorised access via Client’s authorised access.

(iii) Client agrees to notify givvable promptly upon learning of any unauthorized access or use of the Account or any other breach of security of the Account.

(b) Subject to these terms and conditions, givvable hereby grants to the Client a limited licence to access the Platform, and/or use the Processed Data, and/or grant access to the Platform to Client Users, as the case may be, for the Term.

(c) givvable hereby grants to the Client a licence to access and use the Processed Data by one of the available Solutions, as selected by the Client and agreed with givvable. The Order Form sets out the selected and approved Solution, and the relevant Order Form identifies the number of Client Users and trading partners permitted to access the Platform during the Term.

(d) The Client acknowledges that all licences and rights of access and/or use granted under this Agreement are non-exclusive, non-transferable and terminable.

(e) The Platform and the Processed Data are made available to the Client for the purpose of the Client’s internal business operations and are not to be used by the Client and/or Client Users for resale, redistribution and/or granting of access to third parties.

(f) givvable will monitor the usage of the Platform and/or the Processed Data by the Client and its personnel, and the client Users, during the Term, to ensure the Client and Client Users comply with these terms and conditions.

(g) If, where an Order Form has been used, from time to time the Client wishes to increase the number of Client Users they must submit a written request to givvable identifying the proposed number of additional Client Users and the date from which access to the Platform for such Client Users is requested to be granted. Givvable, acting reasonably, will determine what number, if any, additional Client Users it will approve and inform the Client in writing. Any such additional approved Client Users will be given access to the Platform pursuant to these terms and conditions and the Client acknowledges it is bound by these terms in respect of such approved additional Client Users.

(h) Where givvable has granted a Client access to the Platform, givvable grants to Client the limited right to use and display givvable’s name and logo, as it appears in the Platform badge, in any media for the sole purposes of identifying Client as a supplier of Client Data to givvable, provided that the Client has:

(i) obtained the Platform badge from its own current account with givvable; and

(ii) has unlocked that feature in the Platform.

givvable may withdraw the right granted under this sub-paragraph (g) at any time and for any reason or without cause, immediately, by giving written notice to the Client and upon receipt of any such

Once a Client has properly created an account on the Platform, and/or where an Order Form has been accepted by givvable, givvable will:

(a) Enable the Client and Client Users to access and use the Platform.

(b) Where an Order Form has been submitted to, and accepted by, givvable, onboard the Client and provide one online group demonstration and training session for the Client and Client Users, at a time reasonably agreed by givvable and the Client.

(a) givvable may, at its discretion and own timetable, build New Features which it may release and make available during the Term;

(b) The Client acknowledges:

(i) On their release, New Features may not be fully functional and/or may require acceptance and/or beta testing; and

(ii) If givvable identifies to the Client that a New Feature it offers is not yet fully functional and/or may require acceptance and/or beta testing, then if the Client chooses to access and/or use such New Feature, givvable will not be liable for any loss and/or damage the client may suffer if the New Feature does not operate in a fully functional manner or at all.

Client Obligations & Acknowledgements

(a) The Client is responsible for all acts and omissions of the Client Users as if they were the acts and omissions of the Client. The Client will promptly implement procedures and policies (to the extent it does not already have them) to ensure that the Client Users comply with these terms.

(b) The Client must comply with any user policies published by givvable and notified to the Client by givvable. For the purposes of this clause, publication on givvable’s website is considered sufficient notice.

(c) The Client will ensure that the Client’s User’s only access the Platform on behalf of the Client for the Client’s legitimate purposes and keep all passwords and access information secure. The Client will ensure the Client’s Users do not share access to the Platform or any reports or material generated by the Platform, including any screenshots, with any other party.

(d) In its use of the Platform and the Processed Data, the Client must comply with all applicable privacy laws and related data and other laws and codes of conduct as may be in force from time to time which regulate the collection, storage, use and disclosure of personal information and/or data.

(e) The Client must promptly notify givvable if the Client becomes aware of any unauthorised access to, use of and/or copying of the Platform by any or person or organisation.

(f) During the Term, givvable may from time to time seek feedback from Clients, to gain feedback on the features, functionality and/or usability of the Platform. The Client may choose to participate in such feedback sessions or not.

(g) Save where required by law, the Client must not make any public announcements (whether written or oral) about the existence of this agreement or that givvable is providing the Client with access to the Platform, and/or access to the Processed Data, and or is providing the client with services in relation to the Processed Data, without givvable’s prior written consent (which may be withheld in its absolute discretion).

(h) The Client acknowledges and agrees that:

(i) the Platform has not been prepared to meet its individual requirements.

(ii) the Platform together with the AI/ML models, sustainability & ESG mapping algorithms and other tools deployed by givvable in the operation of the Platform are subject to continual updating, enrichment and modification by givvable - including in response to:

(A) changes in the credentialing frameworks and/or standards applied by those organisations issuing credentials;

(B) changes in promulgated sustainability & ESG frameworks, standards, guidance and/or regulations;

(C) introduction of new credentials or subcategories of credentials covered by the Supplier in the Processed Data;

(D) changes resulting from givvable procuring additional sources of data and/or other using other means of enriching existing data;

(E) changes arising from the methodologies deployed by givvable in its processing of data, with the result that the information which is used and distributed by givvable to its customers in the Platform may change over time.

(iii) whilst givvable uses its best reasonable efforts to maximise the accuracy of, and validate Processed Data, that Processed Data may be derived from information obtained on an as-is basis and may be optimised using AI/ML models and other software tools designed to manage ‘big data’. Accordingly:

(i) givvable is unable to, and does not, warrant the accuracy or completeness of Processed Data; and

(ii) Processed Data which is based upon or includes in whole or in part Client Data, may be inaccurate.

(iv) givvable does not represent or warrant to the Client that:

(A) any third party (including a customer of givvable) will accept the truth of, or rely upon the Client Data and/or the Processed Data Data;

(B) the Client will receive any specific advantage or benefit arising from sharing the Client Data with givvable under the terms of this Agreement; or

(C) givvable will use or publish the Client Data.

(v) givvable has not given the Client any guarantee, representation or warranty except as expressly provided in these terms and conditions. Any guarantees, conditions, warranties, representations, understandings or other terms, whether express or implied, statutory or otherwise, are excluded from these terms and conditions to the fullest extent permitted by law.

(vi) To the fullest extent permitted by law, givvable will not be liable to the Client for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with givvable’s use and/or exploitation of the Client Data under these terms and conditions other than:

(A) loss or damage which it is unlawful to exclude; and

(B) loss or damage caused by the fraud or wilful default of givvable or any of its officers, employees or agents.

(i) The Client will indemnify givvable and keep it indemnified against any and all loss suffered by givvable arising from or out of any claim by a third party, arising from or out of a breach by the Client of any term of this Agreement including any acknowledgement, undertaking, warranty and/or obligation of or by the client under or in accordance with, this Agreement.

(a) givvable may immediately suspend or terminate (as the case may be) the Client’s access to and/or use of the Platform if at any time givvable reasonably decides or believes that:

(i) there has been unauthorised access to and/or activity on the Platform by the Client and/or any Client User; or

(ii) it is necessary to investigate a potential breach of this Agreement by the Client and/or a Client User.

(b) givvable will not be liable to the Client or to any third party for any loss, claims and/or damages arising from or out of any termination or suspension or any other actions taken by givvable in connection with such termination or suspension.

(c) The Client may terminate this Agreement and its access to the Platform on giving to givvable not less than 6 months written notice.

(a) The Client will, throughout the Term, pay the Fees to givvable, in the manner and at the times specified in these terms.

(b) givvable will issue tax invoices to the Client for the Fees that are payable by the Client, and where required to do so, and the client will pay each such invoice within 30 days of the date of receipt of such invoice. Where a tax invoice is not required to be issued the Client will pay all Fees otherwise due as required by written advice from givvable.

(c) Where givvable approves additional Client Users pursuant to clause 1(f), additional Fees will be payable in relation to such Client Users and givvable will render tax invoices to the Client for such additional Client Users’ access to the Platform pursuant to this clause, or givvable may consolidate the Fees payable for such additional Client Users into one tax invoice for all Fees payable by the Client.

(d) givvable may increase the amount of the Fees payable for use and/or access to the Platform, by publishing written notice on the Platform.

(a) The Client hereby represents and warrants that in entering into and performing its obligations under these terms:

(i) it has not breached, and will not be in breach of, any relevant law;

(ii) it will not cause givvable to be in breach of any relevant law;

(iii) it will not infringe, or cause the Client Users to infringe, on any person’s Rights (including intellectual property rights and moral rights); and

(v) it will not misuse any person’s confidential information;

(vi) it is not under any obligation or restriction that would interfere or conflict with its obligations under this agreement; and

(vii) there is no current, pending or threatened litigation, arbitration, investigation, inquiry or proceeding which would have a material affect its ability to perform its obligations under this agreement.

(b) The Client further warrants and represents:

(i) it is a business duly incorporated, validly existing, and in good standing under the laws of its state of incorporation;

(ii) it has all requisite corporate power, and authority to enter into this Agreement and perform its obligations under this Agreement;

(iii) it shall comply with all applicable federal, state, local, or other laws and regulations applicable to the performance by it of its obligations under this

Agreement and shall obtain all applicable permits, consents and licenses required of it in connection with its obligations under this Agreement;

(iv) the Client Data is accurate and truthful;

(v) sharing of Client Data with givvable under the terms of this Agreement is not in breach of the Client’s obligations to a third party, including any obligation of confidentiality.

(a) givvable will provide first level support to the Client and its personnel by email, and/or video conference for operational or other related issues with the Platform. The givvable support email is support@givvable.com.

(a) Where required by givvable in relation to an Order Form, the Key Person for each party will be the principal contact point for each party and be responsible to maintain regular contact with the other party’s Key Person.

(b) The Key Persons from each party will meet on an as needed basis to discuss and resolve any operational or other issues relating to the use of the Platform and/or the Processed Data.

(a) As part of accessing and using the Platform as provided under Clause 1, the Platform is a means by which the Client can make the Client Data available to givvable so that givvable can, in its discretion, utilise that Client Data to create and enrich Processed Data and provide services, Client Data and Processed Data to givvable’s customers, licensees, other suppliers and other users of the Platform on such terms (including paid or unpaid) as may be determined by givvable in its absolute discretion from time to time.

(b) The Client acknowledges that givvable’s use of the Client Data (and any benefit which may ultimately flow to the Client from that use) relies upon the authenticity and verifiability of that Client Data and accordingly the Client hereby grants to givvable:

(i) The right to audit the Client Data by any reasonable means at any time by investigating and or verifying the truth and authenticity of any factual assertion made within the Client Data (“Audit Right”); and

(ii) The right to share the results from the Audit Right with third parties (including customers of givvable).

(c) The Client will promptly respond and cooperate in good faith when it receives a request made by givvable in relation to the Audit Right, failing which givvable may decline to use, publish or distribute any Client Data and may publish the fact that the Client Data could not be audited.

(d) Client hereby grants to givvable the right to store, re-distribute, utilise, publish, reconfigure and/or analyse its Client Data in accordance with and for the purposes identified in sub-paragraph (a) of this clause.

(e) Client agrees that they must not, (nor allow any third party) to do or attempt any of the following:

(i) copy, modify, adapt, frame, mirror, display, republish, download, translate or otherwise create derivative works of the Platform;

(ii) reverse engineer, de-compile, disassemble, reverse compile or otherwise attempt to discover the source code of the Platform or any part thereof;

(iii) rent, lease, sell, assign, sublicense or otherwise transfer rights in the Platform;

(iv) use the Platform or any part thereof to provide services to third parties;

(v) remove any proprietary notices or labels on the Platform or placed by the Platform or any part thereof;

(vi) use, post, transmit or introduce any device, software or routine in a manner intended to interfere or attempt to interfere with the operation of the Platform or any part thereof; or

(vii) use the Platform or any part thereof for an illegal purpose.

(f) givvable may require the Platform to interact with any other data sources, technology and/or services provided by certain third parties (each a Third-Party Product) and givvable may provide certain integration capabilities in order to allow such interactions (Integrations) and Client acknowledges this and will make no objection of complaint about any circumstances arising from or out of such Third Party Product and/or Integration. givvable makes no representation and has no liability or obligation whatsoever in relation to the content or use of any such Integration. Supplier acknowledges that use of the Third-Party Products or Integrations may involve the exchange of Client Data and Processed Data between the Platform and a Third Party Product.

(g) If Client is an agent of, or is otherwise providing services for the benefit of a third party (Third Party), Client represents and warrants that it is authorized to act on behalf of the Third Party when it accesses the Platform and supplies Client Data to the Platform. Client shall be and remain liable for any acts, omissions or breaches of the Agreement by such Third Party.

(h) Client hereby grants givvable and its Affiliates an irrevocable, non-exclusive, sublicensable, worldwide, royalty-free, fully paid up, right and license to:

(i) Use the Client Data by storing, analysing, processing, re-distributing, reconfiguring and/or publishing the Client Data for any purpose in its absolute and unfettered discretion;

(ii) Compile and use Client Data in order to research, develop, modify, improve or support the services provided by givvable;

( iii) Permit a third party (in the discretion of givvable) to use and exploit the rights granted to givvable under this Agreement on such terms (including paid or unpaid) as may be determined by givvable.

(i) Client acknowledges that the use and publication by givvable of Client’s name and any trade mark which is owned by or licensed to the Client is not an infringement of Client’s proprietary rights or the rights of their licensor to the extent that use and publication is solely in connection with receiving and using the Client Data and/or using and/or exploiting Processed Data.

(j) Client has the sole responsibility for the accuracy, quality, integrity, legality, reliability and security of Client Data and the securing of any necessary Rights in relation to, all Client Data, and must ensure, before submitting Client Data to the Platform, that it is authorised to share Client Data with givvable under the terms of this Agreement.

(a) The Client acquires no Rights in or to the Platform.

(b) Some functionality and/or content on the Platform may be sourced from third parties. (Third Party Materials). The Client is solely responsible for any Third

Party Materials it accesses in the Platform, and for compliance with all applicable Third Party terms and restrictions (as notified to the Client by givvable) which may govern the use of the Third Party Materials.

(c) givvable is not liable for the unavailability or degradation of performance of Third Party Materials.

(d) If any third party claims that the Client’s use of the Platform is an infringement of the third party’s Intellectual Property or other Rights, or a breach of an obligation owed to the third party by givvable (Third Party Claim), then:

(i) the Client will notify givvable in writing of the Third Party Claim; and

(ii) without limiting the Client’s other rights or remedies, givvable will (at the Client’s option), either:

(A) obtain the right for the Client to continue using the Platform; or

(B) modify the Platform so that the Client’s use of the Platform will no longer infringe upon the third party’s Rights or be in breach of an obligation owed to the third party by givvable.

(e) The Client grants to givvable a royalty free, non-exclusive, perpetual, world-wide licence to use any improvements proposed, or other suggestions made, by the Client in respect of the Platform.

12.1 If the Client has been referred to, and/or given access to the Platform, by an authorised (authorised by givvable) third party (Referrer):

(a) by coming to the Platform and accessing it you agree to be bound by all terms and conditions as if you were an authorised accessor of the Platform.

(b) givvable will not be bound by any representations, statements and/or commitments made by the Referrer.

(c) givvable makes no representation and/or warranty to you about the Platform, its use and/or information obtainable and/or accessible from the Platform.

(d) if at any time the Referrer’s access to, and/or entitlement to use, the Platform, expires, is suspended and/or is terminated, you will no longer have any right to access and/or use the Platform, regardless of any contract or arrangement between you and the Referrer and givvable may take any steps it determines are appropriate to prevent you having access in such circumstances.

12.2 Only givvable and Referrers are entitled to facilitate access to the Platform. If you have gained access to the givvable Platform without having been referred by a Referrer or without being given access directly by givvable, you are not authorised to have such access to the Platform nor are you entitled to use it or the information available in or from it, in any way. givvable may use all and any lawful means to prevent you from accessing the Platform and is entitled to recover all costs and losses suffered by it arising from or out of your unauthorised access.

13.1 Where a Client displays or publishes any Processed Data in any manner or in any place, the Client agrees to:

(a) include all notes and disclaimers as requested by givvable (including where such a request is notified to the Client by givvable through the Platform); and

(b) ensure that all displayed or published Processed Data is not displayed or published in a way that could be considered to be misleading or deceptive.

14.1 The clause headings are provided for ease of reference only.

14.2 Any provision of this Agreement held to be invalid illegal or otherwise unenforceable for any reason shall not affect the validity legality and enforceability of the other provision.

14.3 All obligations under this Agreement which are expressed, or by their nature are intended, to survive beyond the termination or expiry of this Agreement shall survive the termination or expiry of this Agreement.

14.4 The parties are independent contractors and nothing in the Agreement shall be construed as constituting a partnership, joint-venture, common undertaking or other association between the parties. Neither party shall be deemed to be an employee, agent, partner nor legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other. The parties shall take all reasonable and necessary precautions to ensure that a third party does not consider the other party to be their representative or agent.

14.5 Unless otherwise specifically indicated, all notices under this Agreement, must be in English, in writing, and addressed as follows:

(a) To givvable at: support@givvable.com

(b) To the Client at the postal address or email address described in the Account Details submitted by the Client at time of registration or set out in the Order Form (the latter shall prevail) as updated from time to time.

14.6 This Agreement shall be governed by and construed in accordance with the laws in force for the time being in the State of New South Wales, Australia and the parties agree to submit to the jurisdiction of the courts and tribunals of that State.

(a) “Account” means a trading account opened with givvable in accordance with givvable’s credit trading terms.

(b) “Affiliate” means any other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, a party. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise.

(c) “Client” means a customer of givvable authorised by givvable to access and use the Platform, and/or access the Processed Data, who has agreed to these terms and conditions in any of the manners provided under these terms and conditions, and where applicable, paid the requisite (and continue to pay) fees required under these terms and conditions.

(d) “Client Data” means the data, materials and/or information provided or inputted by or on behalf of the Client to the Platform, in any and all forms, excluding a Supplier List.

(e) “Client Users” means the users designated by the Client, and approved by givvable, who will be able to access the Platform and access and use the Processed Data, the number of approved Client Users being set out in the relevant Order Form for the Client, updated and agreed by the parties form time to time.

(f) “Fees” means the fees payable by the Client to givvable for the licences and rights granted to the Client pursuant to these terms if any, as stated in writing by givvable and/or as set out in an Order Form, as the case may be.

(g) “Intellectual Property” (IP) means all intellectual and industrial property whether registrable or not, including, without limitation:

(i) Patents, trade marks, service marks, copyright, registered designs, trade names, symbols and logos,

(ii) Patent applications and applications to register trade marks, service marks and designs, and

(iii) All formulae, methods, plans, data, drawings, specifications, characteristics, equipment, designs, inventions, discoveries, improvements, know-how, experience, software products, trade secrets, price lists, costings, brochures, and other information used by that party in the course of its business, all industrial and intellectual property rights of any kind including copyright, trademark, design or patent rights.

(h) “Key Person” means the designated representative for each party who is the responsible contact person for the relevant party, the initial such persons being set out in the relevant Order Form.

(i) “Order Form” means the form setting out an individual Client’s information and commercial terms for gaining access to and use of the Platform, for the purposes of seeking services from givvable in relation to a Supplier List, an example of such form being set out in Attachment 1.

(j) “New Features” means new attributes and/or functionality for the Platform that are not listed in the specifications for the Platform, and/or the Order Form, at the date of the relevant Order Form.

(k) “Platform” means givvable’s AI/ML-powered data platform which enables Authorised Users to make Processed Data available to their clients, which is accessible at www.givvable.com.

(l) “Processed Data” means data relating to the sustainability and environmental, social and governance (ESG) credentials, attributes and actions/inactions of an organization which is the result of applying algorithms and models to capture, cleanse, classify and structure Source Data.

(m) “Rights” means any and all worldwide proprietary and rights in Intellectual Property, whether registered, registrable or unregistered, including rights in respect of or in connection with:

(1) Any Confidential Information;

(2) Any copyright (including future copyright and rights in the nature of or analogous to copyright);

(3) Inventions (including patents);

(4) Trade marks, and/or service marks;

(5) Any designs, circuit layouts or other technology;

(6) Know-how, ideas and/or concepts; and

(7) All accrued rights and entitlements, including civil and other rights against third parties, arising from or out of the matters referred to in sub-paragraphs (1) through (6).

(n) “Selected Solution” means the Solution selected by a Client to enable it to access and use the Processed data.

(o) “Solutions” means the then current available methods of accessing and using the Processed Data, made available by givvable, including submission to givvable of an Order Form.

(p) “Source Data” means the raw data which has been sourced by givvable from various sources including, but not limited to, from third parties responsible for issuing credentials and/or verifying the credentials, attributes and actions/inactions of an organization.

(q) “Supplier List” means a list of specific suppliers compiled by a Client and provided to givvable as part of or with an Order Form.

(r) “Term” means the term of the licences and rights of access granted to a Client, which will be month by month at the discretion of givvable and able to be ended by written notice to the Client.