TERMS AND CONDITIONS OF SERVICE

These Terms and Conditions of Service (“Terms”) specify the scope and terms and conditions of the provision of the software services available by Lynxight Ltd and/or any of its affiliated entities (collectively, the “Company”).

1. DEFINITIONS
   For the purpose of these Terms, the following capitalized terms shall have the meaning ascribed next to them:
   
   1.  “Agreement” means the commercial services agreement entered into between the Company and the Customer, with respect to the Customer’s use of the System.‍
   2. “Data Protection Laws” means, where the Pool is located in Australia, the Privacy Act 1988 (Cth), where the Pool is located in New Zealand, the Privacy Act 2020 (NZ) and any other privacy or data protection laws in effect in Australia or New Zealand (as the case may be) that binds the Customer which the parties agree under these Terms to apply to the Company, as well as, in the Company’s case, such privacy or data protection laws that bind the Company.
   3. “Go-Live” or “Go-Live Date” and any variations thereof shall mean the date on which Lynxight completed its standard acceptance tests at the applicable site, as evidenced by written notice provided to Customer by the Company. 
   4. “GST” has the meaning given to that term in the GST Law. 
   5. “GST Law” means the A New Tax System (Goods and Services Tax) Act 1999 (Cth). 
   6. “Implementation Certificate” means a certificate provided by Lynxight to the Customer upon the System (as defined below) meeting Lynxight’s acceptance criteria at the applicable Pool. 
   7. “Personal Information” has the meaning of that term as defined in the Privacy Act 1988 (Cth) (where the Pool is located in Australia) or as defined in the Privacy Act 2020 (NZ) (where the Pool is located in New Zealand), as the context requires.  
   8. “Pool” means a single, levelled, continuous body of water of up to 1,250 sqm;‍
   9. “Privacy Policy” means the Company’s privacy policy for Australia as maintained on the Company’s website and as updated or replaced from time to time by the Company.
   10. “Services” means the services provided via the System as detailed under Section 2.1 below.
2. SERVICES AND LICENSE
   
   1. The services feature an AI system (the “System”) that connects to onsite CCTV Cameras in order to: (a) provide alerts of swimmer distress behavior, drowning risk and other safety risks; and (b) track swimmer count, location and density for water surface analytics, presented on a live web application.
   2. The Customer manages Pool(s) or is otherwise in control thereof and wishes to receive the Services from the Company. The Company shall provide the Customer with a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, revocable (subject to the terms hereof) license to access and use the System, as defined in the Agreement and subject to these Terms, which is the Company proprietary software, and all documentation related thereto, solely for the utilization within the Customer’s Pools (the “License”).
3. SETUP ‍
   
   1. Hardware Componenets and installation
      The Customer shall obtain and maintain, at its own expense, any equipment, hardware, tools, machinery, and ancillary services required to connect to, access, or otherwise use the Services, including, without limitation, cameras, servers, switches, access points, Smartwatches, receptionist workstations, etc., approved by the Company (collectively, the “Hardware Components”). All Hardware Components shall be provided to Customer via a Company approved  hardware provider (the “Company Provider”). The Customer shall sign a separate engagement agreement directly with the Company Provider (which the Company is not a party to) which shall govern the acquisition, maintenance, installation, warrant and liability associated with or applicable to the Hardware Components. The Company shall guide the Company Provider, as required, regarding setup considerations, including infrastructure, cabling, installation of the Hardware Components and use of existing Customer infrastructure. ‍
   2. System setup and activation schedule.
      ‍The Company shall enable the Services in accordance with the below schedule:  ‍
      
      1. Kickoff Meeting - Initial alignment of the implementation‍
      2. Site Survey – Carried out by the Company or by an authorized Company Provider.‍
      3. Implementation Plan - Prepared by Company and approved by the Customer.‍
      4. Installation - Connection of all Hardware Components by the Company Provider.‍
      5. Camera Calibration - Camera alignment and installation approval by the Company.‍
      6. System Tests - Coverage, Wi-Fi, smartwatches, and dashboard tests, performed by the Company according to the Company’s standard protocol. Based on the results of said tests, the Customer's engagement with the Company will advance as follows:
         
         1. If results are between 80% and 95%, proceed to Soft Launch below;
         2. If results are above 95%, skip directly to Go-Live below;
         3. If results are below 80%, repeat System Tests.‍
      7. Execution of the Agreement  - execution by Customer of the Agreement governing the use of the System, to take place prior to the Go-Live Date.‍
      8. System Training – Customer must undergo system training in accordance with the Company's instructions, which may be carried out on-site or remotely. The training may be provided to one or more authorized representatives of the Customer, and the Customer shall be responsible for any internal knowledge transfer to its other personnel or sites. Such training shall be conducted on the System Testing date or no later than 30 days thereafter, or where applicable, during the Soft launch period.‍
      9. Soft launch – a period of up to 30 days commencing on the System Tests day during which Lynxight will take any and all actions to increase the test results to 95% and above and rectify any and all System errors. During this period, if the System does not work due to Customer-related issues, the Customer will be required to fix all hardware and communication problems within such period. During the Soft Launch period the System is undergoing final testing and optimization and is not yet fully operational for commercial use, and therefore no Subscription Fees shall accrue or be payable during such period. At the end of said 30 day period the System will Go Live and Customer will be charged as of such date for the applicable Subscription Fees.  ‍
      10. Go Live Date - Includes issuance of an Implementation Certificate(s) (certification) for all Pools in which the System has been installed and is ready to be activated (i.e. Pools where the System Tests results are higher than 95% and System Training was conducted). In the event an Implementation Certificate cannot be issued pursuant to the Customer not meeting the Company's requirements under Sections ‎3.2.7-‎3.2.9 above, the Go Live Date will be determined as the last day of the applicable period during which the Customer was required to meet the Company's requirements. This date marks the start of billing (for the Subscription Fees). 
4. OPERATING CONDITIONS
   
   1. The Services require that the Customer provides: (i) a clear field-of-view and sufficient lighting conditions for the cameras; (ii) uninterrupted connectivity between the cameras and the server; (iii) Wi-Fi coverage in the Pool area with -70dbM and upload/download speed of 20Mbps/20Mbps, (iv) an air-conditioned and physically secured room for storing the server in accordance with the Company’s instructions           and; (v) the presence of a qualified staff member on behalf of the Customer which has undergone System Training to use the System. The Customer understands and acknowledges that the lack of any of these requirements may hinder or prevent a fully functional operation of the Services.
   2. Should the Customer choose to deactivate the System alerts for a certain timeframe, Customer hereby consents and acknowledges that (i) any and all technical specification and guidelines applicable to the deactivation of the System alerts have been duly provided to it by the Company, including that once alerts are deactivated, the Customer will not receive any notifications, alerts or other voice, image or textual indication concerning swimmer distress in the pools; and (ii) it will be solely responsible to set the timeframe for deactivation of the System alerts  with respect to each pool under its management or control and verify that upon reactivation of the System alerts the System resumes all notifications and alerts; Deactivation of the System alerts may result in severe damages including bodily injury and death. For the avoidance of doubt, the Company shall not be under any obligation to check that the System alerts and notifications have been duly resumed following Customer's reactivation thereof. 
5. CUSTOMER UNDERTAKINGS
   Customer hereby undertakes that:‍
   
   1. It shall only allow authorized persons, who have received appropriate training and have obtained an official certificate for successfully completing the training, to utilize the Services.
   2. It shall be responsible for periodically testing the System in accordance with the Company’s testing procedures.
   3. It shall provide physical access, to the Customer site and Pool area and to the System physical components, as necessary. Such visits shall be pre-coordinated.
   4. It acknowledges and agrees that the Pool(s) in which the Services are provided will serve as “reference site(s)” for marketing purposes of the Company.
   5. It shall immediately inform the Company of any error or malfunction detected in connection with the Services, as well as of any structural change in the Pool or its surroundings which may affect the System’s proper function (e.g. blocked camera viewpoints).
   6. It will not, directly or indirectly, permit anyone to: (i) to the maximum extent permitted by law, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services (including the License or the System provided thereunder); (ii) modify, translate, or create derivative works based on the Services; (iii) make the Services available to any person other than the Customer’s employees and agents, which are required to have access to the Services as part of their position, and which are duly authorized by the Customer to make such use (the “Personnel”), provided, however, that the Customer shall remain at all times fully liable for any breach and/or violation of this Agreement, including any misuse of the Services by the Personnel; (iv) use and exploit the Services for timesharing or service bureau purposes, for the benefit of a third party, and/or for any other purpose other than the intended use of the License granted hereunder; and (v) remove any proprietary notices or labels.
   7.  It will act in accordance with, and use the Services only in compliance with applicable laws and regulations, including such laws related to data privacy and the transmission of technical or personal data. The Customer acknowledges that the company exercises no control over the content of the information transmitted by the customer or the personnel through the services. The Customer will indemnify and hold harmless the Company against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from the Customer’s use of Services. The Company may prohibit any use of the Services made by the Customer if it reasonably believes that the Customer’s use may be in violation of the foregoing.
6. REPRESENTATIONS AND WARRANTIES
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   1. The Company hereby represents and warrants to the Customer that:
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      1. It has full power and authority to consummate the transactions contemplated under the Agreement;
      2. The performance of this Agreement will not result in any breach of, or constitute a default under, any agreement, obligation or instrument to which it is a party or under which it is bound and does not require the consent of any person or entity, other than as explicitly stated in the Agreement;
      3. It is aware of the Services to be provided, and has the requisite technical and professional knowledge, know-how, expertise, skills, qualifications and experience required in order to perform the Services in a professional, efficient, due and timely manner.
      4. It retains sufficient insurance coverage for the provision of the Services.
      5. The Company will process the personal data resulting from the use of the System as described (and defined)in clause 7.
   2. The Customer hereby represents and warrants before the Company that:
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      1. It has full power and authority to consummate the transactions contemplated under these Terms and the Agreement;
      2. The performance of the Agreement does not and shall not violate the provisions of any applicable law or regulation that applies to the Customer;
      3. The performance of this Agreement will not result in any breach of, or constitute a default under, any agreement, obligation or instrument to which it is a party or under which it is bound and does not require the consent of any person or entity.
      4. It will not use the Services for any unlawful, fraudulent, or abusive purpose, or in any manner that interferes with or disrupts the integrity or performance of the Services.
7. PRIVACY AND DATA PROTECTION
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   1. At all times during the term, the Company and the Customer must comply with the relevant Data Protection Laws applicable to each of them.
   2. The Company may collect, use and disclose Personal Information in accordance with its Privacy Policy.
   3. For the purpose of providing the Services, the System processes video data of the Pool(s) captured by cameras. The video data will be stored locally on servers located at the Customer’s premises for a period of up to 7 days, unless instructed otherwise by the Customer, provided that such instructions comply with the Data Protection Laws. In the event the System triggers an alert relating to a safety incident and/or records a safety incident without triggering an alert, the relevant short video clip of the safety event will be securely transmitted to the Company’s cloud services. Unless such a clip is curated for training and improving the Company's Artificial Intelligence engine, it will be automatically deleted within 30 days, unless instructed otherwise by the Customer in writing, provided that such instructions comply with the Data Protection Laws.
   4. The Customer agrees that the Company may engage third party data service providers, provided that the Company informs the Customer at least 14 days in advance of any new or substitute third party data service provider, in which case the Customer shall have the right to object, on reasonable grounds, to that new or replaced third party data service provider. If the Customer objects, the Company may not provide the new or substitute third party data service provider Customer data, and the Company may either select another third party data service provider in which case the above procedure shall repeat, or if it so chooses, terminate this Agreement by notice in writing to Customer with no liability to the Customer for such premature termination. Without limiting the foregoing, the Customer expressly agrees that the Company may engage the third party data service provider listed in the Schedule to these Terms.
   5. In any event where the Company engages a third party data service provider and discloses Personal Information, the Company will use its reasonable endeavours to ensure that substantially the same data protection obligations as set out in this Agreement, are likewise imposed on that third party data service provider by way of contract. Where the third party data service provider fails to fulfil its data protection obligations, the Company shall remain liable to Customer for the performance of that third party data service provider.
   6. The Company will: 
      
      1. subject to clause 7.7, assist the Customer with the preparation of privacy impact assessments and prior consultations regarding data if requested, as appropriate and needed;
      2. make available to the Customer all information in its disposal necessary to demonstrate compliance with its obligations under the Data Protection Laws; 
   7. The Company reserves the right to charge the Customer for the assistance the Company provides to the Customer for the preparation of any privacy impact assessment required by the Customer from time to time.
   8. The Company and the Customer must implement and follow appropriate technical and organisational measures for the security of the Customer Data in accordance with the degree of physical, technological and organisation control the party has over the different parts of the System. In the case of the Company, this includes the implementation of technical and organisation measures for the security of the Customer Data in accordance with the Company’s ISO 27001 certification.
   9. The Company and the Customer must each ensure that their employees and contractors that they authorise to handle Customer data: 
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      1. have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality for the duration of their employment, as well as after termination of their employment; and
      2. are familiar with the compliance requirements of the applicable Data Protection Law of its employer.
   10. The Company and Customer must appoint a contact person for data protection matters (“Data Protection Officer”). In all key data protection matters, each party must consult its Data Protection Officer, and either party may request to discuss data protection matters with the other party’s Data Protection Officer.
   11. The parties must provide the other party the contact details of its Data Protection Officer and promptly update each other should such information change. The Customer acknowledges that requests to the Company for Customer video data must be approved by the Customer’s Data Protection Officer or its authorized representatives, and that the Company, where it is legally entitled to do so, must send the requested video data, to the Customer’s Data Protection Officer or its authorized representatives.
   12. The Company and the Customer hereby agree that the Company may retain (at the Company’s discretion) a subset of the footage recorded at the Customer’s Pool(s) for the purpose of training and improving the Company's artificial intelligence engine which serves as the basis for the Services that the Company provides to the Customer and to all other customers. Therefore, the Customer hereby grants the Company permission to retain and utilize such data for further development of the Services. The Customer further grants the Company permission to utilise such data for demonstration purposes, provided however, that any Customer data used by the Company for such demonstration purposes shall be anonymised. 
   13. Regarding the notification requirements to Pool-visiting individuals under the Data Protection Laws:
       
       1. The Customer acknowledges and agrees that both the Customer and the Company are obliged under the relevant Data Protection Laws to take reasonable steps to notify individuals of the collection, use and disclosure of Personal Information about each individual who visits and uses the Customer’s Pool and that the Company relies on the Customer to take such steps on behalf of the Customer and the Company. 
       2. The Customer must ensure that such notification is reasonably prominent, reasonably capable of being understood, complies generally with the requirements of the Data Protection Laws, is located before the individuals enter any area of the Pool that is monitored by the System and discloses in reasonable detail that the Customer has implemented and uses the System to monitor the Pool, the information that may be collected in the course of the operation of the System and the purposes for which such information may be used by or on behalf of the Company. 
       3. If requested by the Company in writing, the Customer must provide a copy of the notification to the Pool-visiting individuals as soon as practicable and agrees to make such changes to the notification as is reasonably requested by the Company in order to facilitate the parties’ compliance with notification requirements under relevant Data Protection Laws. In addition and without limitation to the foregoing, if requested by the Company in writing, the Customer must provide examples of the method or methods by which the Customer gives notification of the implementation and uses of the System to monitor the Pool.
       4. Without limiting the foregoing, where the Customer offers membership, subscription or other means by which individuals can attend the Pool on a regular basis, the Customer agrees to use its reasonable endeavours to include in its terms and conditions a provision that discloses to the individual member the Customer’s use of the System and the collection, use and disclosure of Personal Information necessary for the effective use of the System. The Customer agrees to ensure that the relevant provision provides a link to the Company’s Privacy Policy. The Customer must provide a copy of the relevant term to the Company as soon as practicable and agrees to make such changes to the notification as is reasonably requested by the Company in order to facilitate the parties’ compliance with notification requirements under the relevant Data Protection Laws.
   14. Without limiting any other provision of these Terms (including clause 7.13), the Customer must ensure that every notification given by the Customer on its own behalf and on behalf of the Company as required under these Terms and as required by law discloses to Pool-visiting individuals in a reasonably prominent and in a manner that is reasonably capable of being understood that: 
       
       1. the Lynxight System uses and relies on both closed-circuit television cameras mounted in public areas immediately surrounding the Customer’s Pool(s) and the use by the Company of artificial intelligence to provide and improve the Lynxight System; and
       2. information collected and used by the Lynxight System may be retained by the Company for any and all of the purposes contemplated under these Terms, including (but not limited to) further development and refinement of the Lynxight System and the marketing of the Lynxight System and the services provided by the Company to its customers.
   15. Regarding the notification requirements to lifeguards under the Data Protection Laws:
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       1. The Customer acknowledges and agrees that the Company are obliged under the relevant Data Protection Laws to take reasonable steps to notify lifeguards of the collection, use and disclosure of the lifeguard’s Personal Information. 
       2. The Customer must ensure that such notification is reasonably prominent, reasonably capable of being understood, complies generally with the requirements of the Data Protection Laws, is provided to the lifeguards before their Personal Information is provided to the Company, and discloses in reasonable detail the lifeguard’s Personal Information that will be provided to the Company and the purposes for which such information may be used by or on behalf of the Company. 
       3. If requested by the Company in writing, the Customer must provide a copy of the notification to the lifeguards as soon as practicable and agrees to make such changes to the notification as is reasonably requested by the Company in order to facilitate the parties’ compliance with notification requirements under relevant Data Protection Laws. In addition and without limitation to the foregoing, if requested by the Company in writing, the Customer must provide examples of the method or methods by which the Customer gives notification to the lifeguards.
   16. Where either the Customer or the Company is contacted by an individual seeking to exercise the individual’s rights regarding their Personal Information under the applicable Data Protection Laws, the contacted party shall promptly notify the other party of such request, comply with such obligations and assist the party in responding, as applicable and in accordance with the Data Protection Laws.
   17. The Customer agrees to indemnify the Company, keep the Company indemnified, hold the Company harmless and defend the Company from and against any loss the Company suffers or sustains as a result of the Customer’s breach of any of the foregoing provisions in this clause 7.
   18. The Company must notify the Customer of an actual data security incident with respect to the information held by the Company relevant to these Terms without undue delay and, in any event, within 72 hours of becoming aware of it. For the avoidance of doubt, the Company agrees that the Customer will be responsible for determining whether or not such incident constitutes a notifiable data breach under the Data Protection Laws, and will provide such reasonable assistance to the Customer as may be required by the Customer to make such determination and any consequential notifications as may be required by the Data Protection Laws. Nothing in the foregoing shall restrict or prevent the Company from complying with its lawful obligations under any relevant Data Protection Law.
   19. The Company represents and warrants that the Services comply with applicable laws and privacy regulations, including without limitation the Australian Privacy Act 1988 (Cth), including the Australian Privacy Principles (APPs), the U.K. Data Protection Act 2018 (DPA 2018), and the E.U. General Data Protection Regulation 2016/679, as well as international pool safety standards such as ISO 20380 and DGfdB R94.05.
8. SUPPORT AND MAINTENANCE
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   1. The Company shall provide training, maintenance and support, as detailed below under Exhibit A and titled Service Level Agreement.  
   2. The Company shall provide Customer with reasonable notice prior to any scheduled or expected interruption to the provision of the Services.
   3. The Company may monitor the Services utilization by the Customer for System improvements and internal analytics purposes.
9. CONFIDENTIALITY AND PROPRIETARY RIGHTS
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   1. Each Party (in this Section 5, the “Receiving Party”) understands that the other Party (in this Section 5, the “Disclosing Party”) has disclosed or may disclose certain highly confidential information and data relating to the business and operation of the Disclosing Party.
   2. “Confidential Information” (of the Company) includes, without limitation, any and all confidential and proprietary information of, or concerning, the Company, the  Agreement and these Terms, the Services, the License, and the Company’s products,  developments, designs, employees, agents, contacts, customers and suppliers, which has been or is in the future disclosed to or otherwise acquired by the Customer and/or its Personnel, including but not limited to any and all specifications, research, product plans, products, pricing, procedures, markets, inventions, patents or patent applications, processes, technical data, know-how, ideas, hardware, hardware configuration information, software, procedures platforms, studies, marketing or financial data, documents, data, formulas, plans, concepts, tests, drawings, applications, designs and trade secrets, methods, processes and related equipment, business operations and plans, notes, memoranda, summaries, analyses, compilations, and all embodiments of any of, and any other data or information (in whatever form), as well as improvements and know-how related thereto including without limitation the existence and substance of any discussions between the parties and the terms of any transaction. “Confidential Information” (of the Customer) includes non-public data provided by the Customer to the Company, as to allow and enable the provision of the Services. The failure of any Confidential Information to be marked or otherwise labelled as confidential or proprietary information shall not affect its status as Confidential Information.‍
   3. Restrictions. The Receiving Party shall: (i)  hold Confidential Information in strict confidence; (ii) take reasonable precautions to protect the Disclosing Party’s Confidential Information, in at least the same degree of care that it takes to protect its own Confidential; (iii) prevent unauthorized use of the Confidential information and ensure that Confidential information is not copied, distributed, disseminated or made available in any way or form by Receiving Party without the prior written consent of Disclosing Party;   (iv) not disclose, discuss, communicate or transmit Confidential Information to others (other than those Personnel necessary for the performance, on a need to know basis) of the intended use or purpose of the License  and then only so long as such Personnel are bound by confidentiality and non-disclosure obligations at least restrictive as these Terms; and (v) use Confidential Information solely for the intended use or purpose of the License.  Without derogating from the generality of the above, in no event shall the Receiving Party, directly or indirectly, reverse engineer, de-compile or disassemble, Confidential Information, or allow any of the above. and provided further, that the Receiving Party shall remain, at all times, liable for any Confidential Information of the Disclosing Party disclosed to or obtained by such Receiving Party’s individuals.  ‍
   4. Exclusions from Definition and Legal Process. The Disclosing Party agrees that the foregoing shall not apply to any information that the Receiving Party can provide tangible evidence that (i) is or becomes generally available to the public, other than as a result of a breach of confidentiality owed by the Receiving Party to the Disclosing Party; or (ii) was rightfully in its possession or known by it prior to receipt from the Disclosing Party; or (iii) was rightfully disclosed to it without restriction by a third party; or (iv) was independently developed without use of any Confidential Information of the Disclosing Party; or (v) is required to be disclosed by law, regulation, judicial or administrative order or request by a governmental or other body authorized by law to make such request, provided, however, that the Receiving Party, if required to make such disclosure, shall have given prompt written notice to the Disclosing Party, to the extent permissible under applicable law, to enable it to seek a protective order or otherwise prevent or contest such disclosure.‍
   5. Ownership of Information. Each Party shall own all rights, title and interest in and to its Confidential Information. Furthermore, the Company shall own and retain all rights, title and interest in and to (i) the Services, the intellectual property included under the Services and any and all improvements, enhancements, modifications, upgrades, derivative works and feedback related thereto and intellectual property rights therein; (ii) any software, platform, applications, inventions or other technology developed in connection with the Services, including the System; and (iii) all intellectual property rights related to any of the foregoing. In addition, the Company shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancements requests, recommendations or other feedback provided by the Customer relating to the operation of the Services at the Customer’s Pool(s). It is further agreed, notwithstanding anything to the contrary under these Terms or the Agreement, that the Company shall have the right to collect and analyse non-personal data and other non-personal information relating to the provision, use and performance of the Services and affiliated systems and technologies (including, without limitation, information concerning the Customer’s Confidential Information and non-personal data derived therefrom), and the Company will be free (during and after the Term) to (i) use such non-personal information and non-personal data to improve and enhance its services (including the Services) and for other development, diagnostic and corrective purposes in connection with such services and other Company offerings; and (ii) disclose such non-personal data solely in aggregate or other non-customer-identified form in connection with its business and marketing efforts. No rights or licenses are granted except as expressly set forth herein. ‍
   6. Materials and Marks. Further to the above, all content associated with or resulting from the Services, including without limitation, the text, information, documents, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (collectively, the “Materials”), and the trademarks, service marks and logos contained therein (collectively, the “Marks”), are and shall remain the property of the Company and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. All other Marks apparent under the Services are the trademarks, service marks, or logos of their respective owners.  
10. PAYMENT OF SERVICES FEE ‍
    
    1. Provider Fees. The setup costs shall be paid directly to the Company Provider in accordance with the terms agreed between the Customer and the Company Provider.  In any event, the Company shall not be required to compensate or reimburse the Customer or the Company Provider for any part of the setup costs agreed between the Customer and the Company Provider, nor for any payments arising from services provided by the Company Provider during the Subscription period.‍
    2. Subscription Fees. Shall be paid in accordance with the terms of the Agreement, for so long as it remains in full force and effect. The Subscription Fee shall be paid as of the activation of the first Pool in the applicable Site regardless of the Customer’s use of the Services in such Pool or any other Pools associated with the applicable Site. In the event the Agreement is terminated, the relative portion of the Subscription Fee shall be refunded in accordance with the unused portion of the prepaid billing period for which payment had been received, less any discount granted in consideration of a longer payment term.‍
    3. Force Majeure. An event that is caused beyond the reasonable control of the Company or the Customer, which shall include strikes, lockouts, labour troubles, pandemics, natural disasters, war, inability to procure materials, failure of power, governmental restrictions, action, inaction, or delays occasioned by governmental authorities, or reasons of a like nature not the fault of the Parties (“Force Majeure“). Should the Customer shut down its pools for a prolonged period of at least 30 consecutive days due to a Force Majeure event, the Subscription Fee shall not be charged until the pools reopen, and the Customer shall be credited with the relative portion of the period during which the Force Majeure took place. ‍
    4. Fees. All fees payable under the Agreement are specified in Australian Dollars.‍
    5. Finance Charge. Unpaid amounts are subject to a finance charge of 0.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, in addition to all collection expenses.‍
    6. Modifications. The Company may modify the scope of its services and related Subscription Fees from time to time. Any such change shall take effect on the lapse of the applicable Term (as defined below) and the Company shall provide the Customer with reasonable notice of such change.
    7. Failure to conform in full with the provision of this Section shall be deemed a material breach of these Terms entitling the Company, at its discretion, to (a) immediately terminate the Agreement, or (b) terminate any special price discounts or payment terms which have been granted to the Customer.  
11. GST
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    1. Taxable supplies. To the extent that a party makes a taxable supply in connection with this Agreement, the consideration payable by a party under this Agreement represents the value of the taxable supply for which payment is to be made. ‍
    2. GST payable on taxable supplies. Subject to clause 11.3, if a party makes a taxable supply in connection with this Agreement, under clause 11.1, represents its value, then the party liable to pay for the taxable supply must also pay, at the same time and in the same manner as the value is otherwise payable, the amount of any GST payable in respect of the taxable supply. ‍
    3. Tax invoice. A party’s right to payment under clause 11.2 is subject to a valid tax invoice being delivered to the party liable to pay for the taxable supply. ‍
    4. Amounts exclusive of GST. Except as expressly otherwise stated, all amounts set out or referred to in this Agreement or Quote are exclusive of GST. ‍
    5. Terms defined in the GST Law. In this clause 11, expressions have the same meaning as they have in the GST Law.
12. TERM AND TERMINATION
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    1. The Agreement shall enter into effect as of the Go-Live date and will remain in effect for a period of 36 months (the “Initial Term”). Following the Initial Term, the Agreement will be renewed automatically for recurring 12-month periods, unless the Customer requests termination at least ninety (90) days prior to the end of the applicable term, then in effect (the Initial Term together with any renewal or extension thereof shall be referred to herein as: the “Term”). ‍
    2. Cancellation Policy
       The Customer may terminate the Agreement at its own discretion only on the following dates:
       
       1. within a 30-day cooling-off period which begins on the Go-Live date, upon written notice.
       2. On the lapse of the 12th month of the Initial Term, by providing a 90-day prior written notice.
    3. In the event of a breach by either party hereto, which has not been rectified within 30 days following the date on which said breaching party received written notice with respect to the applicable breach, the non-breaching party shall have the right to terminate the Agreement forthwith without any obligation to provide additional notice.
    4. Upon expiration or termination of the Agreement for any reason whatsoever:
       
       1. The Customer shall pay any and all outstanding fees owed to the Company.
       2. All rights granted to the Customer hereunder (including the License) shall forthwith terminate, expire, and immediately revert to the Company.
    5. The provisions set forth under Sections 9 (Confidentiality and Proprietary Rights), 10 (Payment of Services Fee), 13(Warranty and Disclaimer), 14 (Limitation of Liability) and ‎15.9(Governing Law)  of these Terms and any other provisions expressed or implied to operate or to have effect after termination shall survive the expiration or termination of this Agreement, for any reason whatsoever.
13. WARRANTY AND DISCLAIMER
    
    1. The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner, which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner.
    2. THE CUSTOMER FULLY UNDERSTANDS AND ACCEPTS THAT THE SYSTEM IS A DECISION-SUPPORT TOOL ONLY, IS NOT GUARANTEED TO BE 100% UNINTERRUPTED OR ERROR-FREE, AND DOES NOT REPLACE THE LIFEGUARD OR OTHER MEASURES NECESSARY FOR THE SAFETY OF SWIMMERS IN THE POOLS. THE COMPANY SHALL NOT BE LIABLE FOR ANY SPECIAL, COLLATERAL, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE USE OF THE SYSTEM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW INCURRED BY THE CUSTOMER OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING  BUT NOT LIMITED TO NEGLIGENCE AND/OR FAILURE TO DETECT DROWNING INCIDENTS). THE CUSTOMER FURTHER UNDERSTANDS AND ACCEPTS THAT THE ALERTS PROVIDED AS PART OF THE SERVICES, SHALL NOT BE AVAILABLE IN POOL AREAS (I) IN WHICH THE WATER DEPTH IS LESS THAN 65 CENTIMETERS; (II) WITH DARK FLOOR/WALLS,; (III) WITH A TURBULENT WATER SURFACE, OR (IV) IN POOLS WITH A DENSE LAYER OF STEAM OBSTRUCTING THE CLARITY OF THE VIDEO CAPTURED AND ANALYZED BY THE SYSTEM.
    3. CUSTOMER FULLY UNDERSTANDS AND ACKNOWLEDGES THAT THE SYSTEM DOES NOT: (I) REPLACE THE LIFEGUARD OR ANY PERSON ASSUMING RESPONSIBILITY OVER THE SAFETY OF SWIMMERS IN THE POOLS, AND DOES NOT REPLACE ANY RESPONSIBILITIES VESTED WITH THEM; (II) ASSUME RESPONSIBILITY FOR SWIMMER SAFETY IN THE LIFEGUARD’S STEAD; (III) FUNCTION AS AN ALTERNATIVE TO OR BACKUP SYSTEM FOR THE LIFEGUARD; OR (VI) GIVE WAY TO THE REDUCTION OR MODIFICATION OF SAFETY PRACTICES IN AND AROUND THE POOL.
    4. NOTWITHSTANDING THE ABOVE, THE COMPANY DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
    5. The Company disclaims any responsibility and/or warranty with respect to the Hardware Components utilized in association with the System.
14. LIMITATION OF LIABILITY
    
    1. SUBJECT TO CLAUSE 14.2, THE COMPANY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), SHALL NOT EXCEED THE SUBSCRIPTION FEES PAID OR PAYABLE BY THE CUSTOMER UNDER THIS AGREEMENT DURING THE 3 MONTHS PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM. IN ADDITION, SUBJECT TO CLAUSE 14.2, THE COMPANY SHALL NOT BE LIABLE FOR AND THE CUSTOMER SHALL BE LIABLE AND INDEMNIFY, DEFEND, AND HOLD HARMLESS COMPANY AND ITS AFFILIATES, RESELLERS, EMPLOYEES, OFFICERS, AND DIRECTORS AGAINST- ANY LOSS OR DAMAGE WHATSOEVER THAT MAY OCCUR AS A RESULT OF THE MISUSE, MISHANDLING, USE OTHER THAN IN ACCORDANCE WITH THE COMPANY’S INSTRUCTIONS, NEGLIGENT HANDLING OR OPERATION, USE BY UNAUTHORISED OR UNQUALIFIED USERS, USE OF UNAUTHORISED PARTS, OR ANY ERROR OR OMISSION ON THE PART OF THE CUSTOMER OR ITS PERSONNEL. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, IN THE EVENT THE CUSTOMER USES ANY THIRD-PARTY PARTS OR COMPONENTS THAT ARE UNAUTHORISED BY THE COMPANY, THEN THE COMPANY IS NOT LIABLE FOR ANY LOSS OR DAMAGE WHATSOEVER THAT MAY OCCUR AFTER SUCH PARTS OR COMPONENTS ARE USED BY THE CUSTOMER, INCLUDING FOR ANY PHYSICAL DAMAGES.  
       ‍
    2. Notwithstanding any other provision of these Terms, if the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other legislation provides that there is a guarantee in relation to any goods or services supplied by the Company in connection with this Agreement, and the Company's liability for failing to comply with that guarantee cannot be excluded but may be limited, then clause 14.1 do not apply to that liability and instead the Company's liability for such failure is limited (at the Company's election) to, in the case of a supply of goods, the Company replacing the goods or supplying equivalent goods, or the Company repairing the goods, or the Company paying the cost of replacing the goods or of acquiring equivalent goods, or the Company paying the cost of having the goods repaired; and in the case of a supply of services, the Company supplying the services again, or the Company paying the cost of having the services supplied again.
15. MISCELLANEOUS ‍
    
    1. Interpretation. All terms not explicitly defined under these Terms shall have the meaning ascribed to them under the Agreement. ‍
    2. Further Assurances. Each of the Parties shall perform such further acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions of this Agreement and the intentions of the Parties as reflected thereby.‍
    3. Severability. Any provision of this Agreement is found to be unenforceable or unlawful and will be ineffective as to such jurisdiction without affecting any other provision of this Agreement.  In addition, the parties hereto hereby agree to cooperate with each other and to replace the unlawful provision with a lawful provision that will achieve the same economic result as the provision determined to be unlawful. ‍
    4. Exhibits. The Exhibits to the Terms are an integral part hereof. The Company may amend the Exhibits, in which event it shall provide written notice to the Customer at least 30 days prior to the proposed effective date of such amendments. Any proposed amendment shall become effective unless the Customer objects in writing within 30 days of receiving the notice. If the Customer does not consent to a material amendment, the Customer may terminate this Agreement by providing written notice to the Company within 30 days of receiving the proposed amendment, without penalty and with a pro-rata refund of any prepaid Subscription Fees for the period following the effective date of termination. Non-material amendments shall become effective as of the date specified in the notice.‍
    5. Assignment. This Agreement is not assignable, transferable or sub-licensable by the Customer except with the Company’s prior written consent, not to be unreasonably withheld. The Company may transfer and assign any of its rights and obligations under this Agreement without requiring Customer’s consent.‍
    6. Relations of the Parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Customer does not have any authority of any kind to bind the Company in any respect whatsoever.  ‍
    7. Entire Agreement. The Agreement and these Terms including any schedules, exhibits, and appendices thereto constitute the full and entire understanding and agreement between the Parties and shall supersede, in their entirety, any prior agreements or understandings with regard to the subject matters contained herein.‍
    8. Amendments. The Company may propose amendments to these Terms from time to time by providing written notice to the Customer at least 30 days prior to the proposed effective date of such amendments. Any proposed amendment shall become effective unless the Customer objects in writing within 30 days of receiving the notice. If the Customer does not consent to a material amendment, the Customer may terminate this Agreement by providing written notice to the Company within 30 days of receiving the proposed amendment, without penalty and with a pro-rata refund of any prepaid Subscription Fees for the period following the effective date of termination. Non-material amendments shall become effective as of the date specified in the notice. No delay or failure to require the performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.‍
    9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales (excluding its conflict of laws principles) . Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the exclusive jurisdiction of the courts of London, England. ‍
    10. Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  

EXHIBIT A
SERVICE LEVEL AGREEMENT

This Service Level Agreement (the “SLA”) specifies certain information regarding the Services and the level of support, which will be provided by the Company.

1. SERVICES AVAILABILITY
   
   1. The System runs continuously during pool operation hours excluding scheduled maintenance.
   2. Any downtime resulting from outages of third-party connections or utilities or other reasons beyond the Company’s control, including any Hardware Components relates failures, may adversely affect the operation of the Services.
2. SCOPE OF SUPPORT SERVICES  
   
   1. The Support Services  shall be provided by email or WhatsApp during 08:00-17:00 AEST, Monday-Friday (“Business Hours”). Outside Business Hours, as well as on weekends and holidays, the Company shall make its best efforts to address Critical and Major support issues, as defined in the table below.
   2. All service or support requests will be submitted through the support email address ([email protected]) or via WhatsApp (+972-55-991-7456), and be issued a support ticket by the Company. Response time for each support ticket is measured from the point an acknowledgment e-mail or WhatsApp message has been sent by the Company to the Customer confirming the receipt of such support ticket.
   3. The Company will promptly inform the Customer of any System malfunction detected.
   4. The final resolution with respect to each support ticket and any repair or replacement pursuant thereto, shall be solely determined by the Company provided the Company acts in good faith and reasonably.
3. TRAINING
   The Company will assist with initial onboarding and implementation of the Services to ensure smooth adoption. This includes:  
   
   1. An onsite training session for professionals involved in the operation of the Pool.
   2. Online training and competency module for professionals using the System.
   3. Access to the Company’s online resource center, at: https://training.lynxight.com.
4. SEVERITY LEVELS
   All requests for support services are divided according to three levels of severity, as classified by the Company, each with respective response times: