SOFTWARE AS A SERVICE (SaaS) SUBSCRIPTION AGREEMENT

Between: Social Collective (TSC)

Registration Number: 2015/160496/07

Business Address: 35 Carstens Street, Cape Town, South Africa

and The Subscriber

RECITALS

WHEREAS

1. TSC provides a SaaS platform, Susurate, which includes a framework, communication gateway, reporting, monitoring, and evaluation systems. The software facilitates ESG and sustainability data collection, management, and reporting, including updates, upgrades, and modifications.

2. The Subscriber wishes to license Susurate to track, manage, and report on engagements, connections, and program outcomes through the services provided by TSC.

3. Both parties agree to the terms set forth in this Agreement for the provision and use of the software and services.

AGREEMENT

This Subscription Agreement (the “Agreement”) is entered into as of the Commencement Date, and the parties hereby agree as follows:

1. DEFINITIONS

Refer to the defined terms provided in the original document under the Definitions section. These terms include but are not limited to Account Data, Administrators, Confidential Information, Personal Information, Platform, Subscriber, Services, Subscription Fees, and Third Party Requests.

2. SUBSCRIPTION GRANT

1. License: TSC grants the Subscriber a non-exclusive, non-transferable, revocable license to use Susurate for internal business purposes as defined in the Quotation.

2. Restrictions: The Subscriber and Users may not:

• Reverse engineer, copy, modify, or create derivative works from the software.

• Use the software for any purpose other than as permitted by this Agreement.

3. SUBSCRIBER OBLIGATIONS

1. Compliance: The Subscriber shall ensure compliance with all applicable laws and obtain required consents for data processing as specified in the Privacy Policy.

2. Administration: The Subscriber is responsible for managing User accounts and ensuring appropriate use of the software.

4. DATA PROTECTION AND PROCESSING

1. Compliance: Both parties agree to comply with all Applicable Data Protection Laws, including GDPR and POPIA.

2. Third-Party Data Sharing: The Subscriber consents to TSC sharing data with trusted third parties, including OpenAI, HubSpot, Jotform, and AWS, to provide the services.

3. Confidentiality: TSC will maintain strict confidentiality and use encryption (SSL) to secure data transmissions.

5. INTELLECTUAL PROPERTY RIGHTS

1. Ownership: All intellectual property in the software and services remains the exclusive property of TSC.

2. Subscriber Data: Subscriber data remains the property of the Subscriber, except where used in de-identified form for Service Analyses.

6. PAYMENT TERMS

1. Fees: The Subscriber agrees to pay fees as specified in the Quotation. Subscription fees are non-refundable except as required by law.

2. Late Payments: Delayed payments will incur interest, and TSC reserves the right to suspend access to the platform.

7. WARRANTIES AND INDEMNITIES

1. TSC Warranty: TSC warrants that the software will perform as described in the documentation.

2. Subscriber Indemnity: The Subscriber indemnifies TSC against claims arising from misuse of the software or data inaccuracies.

8. TERM AND TERMINATION

1. Term: This Agreement will remain effective until terminated by either party.

2. Termination for Breach: Either party may terminate the agreement if the other breaches its obligations and fails to remedy such breach within 30 days of notice.

3. Post-Termination: Upon termination, TSC may delete Subscriber Data after 30 days, except for de-identified Service Analyses.

9. THIRD-PARTY SERVICES

1. Integrations: The Subscriber acknowledges that the services may rely on third-party providers, including AWS (hosting), HubSpot (marketing analytics), Jotform (form submissions), and OpenAI (AI-powered features).

2. Liability: TSC is not liable for issues arising from third-party service providers.

10. CONFIDENTIALITY

1. Both parties agree to protect Confidential Information and use it solely for purposes related to this Agreement.

2. This clause survives termination of the Agreement for one year.

11. LIABILITY AND LIMITATIONS

1. Indirect Damages: TSC shall not be liable for indirect or consequential damages, including data loss or loss of profits.

2. Aggregate Liability: TSC’s total liability under this Agreement will not exceed the fees paid by the Subscriber in the 12 months preceding the claim.

12. DISPUTE RESOLUTION

1. Mediation and Arbitration: Disputes will first be resolved through mediation, and if unresolved, through arbitration in accordance with UNCITRAL Arbitration Rules.

2. Jurisdiction: This Agreement is governed by the laws of the Republic of South Africa.

13. GENERAL PROVISIONS

1. Force Majeure: Neither party will be liable for delays or failures caused by events beyond their control.

2. No Third-Party Beneficiaries: This Agreement does not confer rights on third parties, including Users.

3. Amendments: Changes to this Agreement must be agreed to in writing.

14. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, written or oral.