1. SUBSCRIBER AGREEMENT FOR RXTRO
   1. This Agreement (the "Terms and Conditions"), last updated on 17^th January 2025, is made and entered into upon acceptance by the Subscriber by and between RxTro, an Australian Proprietary Limited Company with a principal place of business at Suite 601, 122 Arthur Street, North Sydney, New South Wales, Australia ("RxTro"), and the individual or entity accepting these Terms and Conditions ("Subscriber")
2. ACCESS
   1. RxTro may make the Service available to the Subscriber from time to time during the Term on the terms and conditions of this agreement.
   2. The Subscriber must, and must ensure that its Nominated Persons:
      1. do not use the Service on behalf of, or to provide services to, third parties;
      2. do not resupply the Data or any other material accessed through the Service to any third party; and
      3. keep the Subscriber's password to the Service secure, and ensure that no person other than the Nominated Persons to log into the Service using the Subscriber's password.
      4. The Subscriber acknowledges and agrees that:
         1. the Data may not be error free, and RxTro makes no representation and gives no warranty that the Service will contain any particular data, function in any particular way be or available at any particular time; and
         2. the Service may not be available from time to time.
      5. The Subscriber authorises RxTro to monitor the Subscriber's use of the Service and to use information relating to the Subscriber's use of the Service to market products or services to the Subscriber.
      6. RxTro makes no representation and gives no warranty that use of the Service will not infringe the Intellectual Property Rights of any third party.
      7. If the Subscriber forms individual profiles on the Website, the Subscriber:
         1. must not list a particular individual without the permission of that individual; and
         2. acknowledges that only the Subscriber, Nominated Persons and the individual will be able to access the individual's profile.
      8. The Subscriber must ensure that all information entered by the Supplier into the Service is complete and accurate at all times during the Term.
3. INTELLECTUAL PROPERTY AND DATA
   1. Ownership of Platform and Software: RxTro retains all right, title, and interest in and to the Platform, Software, and any modifications or derivative works thereof. This includes, but is not limited to, all copyrights, patents, trademarks, trade secrets, and other intellectual property rights.
   2. Subscriber Content:
      1. Ownership: The Subscriber retains all right, title, and interest in and to their User Content.
      2. License to RxTro: The Subscriber grants RxTro a non-exclusive, worldwide, royalty-free, transferable, sublicensable, and revocable license to use, copy, modify, create derivative works of, distribute, publicly display, and otherwise exploit the Subscriber Content solely for the purpose of providing the Services.
   3. Platform Data:
      1. Ownership: RxTro owns all right, title, and interest in and to any data generated by or through the Platform that is not Subscriber Content ("Platform Data"). This includes, but is not limited to, aggregated and anonymized data, usage statistics, analytics, insights, reports, and any other data derived from the Subscriber Content or the Subscriber's use of the Services.
      2. License to RxTro: The Subscriber grants RxTro a non-exclusive, worldwide, royalty-free, transferable, sublicensable, and irrevocable license to use, copy, modify, create derivative works of, distribute, publicly display, and otherwise exploit the Platform Data for any purpose, including but not limited to improving the Services, developing new products and services, and marketing and promotional activities.
      3. Data Processing: RxTro collects and processes personal information of Users in accordance with the Privacy Act 1988 (Cth) and other applicable Australian privacy laws. RxTro acts as the data controller for this personal information.
   4. Data Return and Deletion: Upon termination or expiry of this Agreement, RxTro will, within thirty (30) days and at the Subscriber's request, make available for download or transfer all Subscriber Content in a commonly used and machine-readable format. RxTro will then delete all copies of the Subscriber Content from its systems, unless otherwise required by law.
   5. Change of Control: In the event of a merger, acquisition, or sale of all or substantially all of RxTro's assets, RxTro may transfer Subscriber Content and Platform Data to the acquiring entity, provided that the acquiring entity agrees to be bound by the terms of this Agreement, including the provisions regarding data protection and confidentiality.
4. ANTI-CORRUPTION
   1. Compliance with Laws: Each party represents and warrants that it will comply with all applicable laws, regulations, and rules relating to anti-bribery and anti-corruption, including but not limited to the Australian Criminal Code Act 1995.
   2. Prohibition of Bribery and Corruption: Neither party shall, directly or indirectly, offer, promise, give, authorise, demand, solicit, accept, or receive any undue financial or other advantage of any kind, whether for itself or for any other person or entity, in connection with this Agreement or the performance hereof. This includes, but is not limited to, any bribe, kickback, payment, gift, or favour that is intended or could reasonably be perceived to:
      1. Induce or reward the improper performance of a relevant function or activity.
      2. Secure an improper advantage.
      3. Influence any act or decision.
      4. Gain any improper personal benefit.
   3. Third-Party Relationships: Each party shall ensure that any third party acting on its behalf in connection with this Agreement complies with the anti-corruption provisions of this clause.
   4. Disclosure and Cooperation: Each party shall promptly disclose to the other party any actual or potential violation of this anti-corruption clause. Each party shall cooperate fully with the other party in any investigation or inquiry relating to any alleged or suspected violation of this clause.
   5. Consequences of Breach: Any breach of this anti-corruption clause shall constitute a material breach of this Agreement, entitling the non-breaching party to terminate this Agreement immediately upon written notice to the breaching party.

5. SUSTAINABILITY
   1. Commitment to Sustainability: The Parties acknowledge the importance of environmental sustainability and agree to conduct their activities under this Agreement in a manner that minimises their environmental impact and aligns with RxTro's Environmental Sustainability Strategy (version 1.0.0, revised November 25th, 2024).
   2. Environmental Policies: Each Party shall, to the extent practicable, comply with its own environmental policies and any applicable environmental laws, regulations, and standards in the performance of this Agreement.
   3. Sustainable Practices: The Parties shall endeavour to implement sustainable practices in connection with this Agreement, including but not limited to:
      1. Resource Efficiency: Minimising the use of energy, water, and other resources.
      2. Waste Management: Reducing, reusing, and recycling waste materials.
      3. Emissions Reduction: Minimising greenhouse gas emissions and promoting the use of renewable energy sources.
      4. Supply Chain Sustainability: Encouraging sustainable practices throughout their supply chains.
   4. Collaboration and Reporting: The Parties shall cooperate in good faith to identify and implement opportunities to improve environmental performance in connection with this Agreement, in line with RxTro's Environmental Sustainability Strategy.
   5. Continuous Improvement:The Parties are committed to continuous improvement in their environmental performance and shall periodically review and update their sustainability practices as appropriate, taking into account any updates to RxTro's Environmental Sustainability Strategy.
6. WARRANTIES AND DISCLAIMERS
   1. Each Party represents and warrants to the other Party that as at the Commencement Date:
      1. it is a duly incorporated and validly existing entity in good standing under the laws of its jurisdiction of formation, having the full power and authority to enter into and perform this Agreement;
      2. this Agreement constitutes its valid and binding obligation enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ general rights;
      3. the execution, delivery, and performance of this Agreement do not and will not conflict with or violate any law, rule, regulation, ordinance, judgment, decree, order, or agreement to which it is a party or by which it is bound;
      4. it has the full power and authority to grant the licences and rights granted under this Agreement;
      5. it is in good financial standing and has the necessary resources to perform its obligations under this Agreement.
   2. RxTro further represents and warrants that:
      1. it will maintain reasonable security measures to protect Customer Data in accordance with industry standards and applicable laws;
      2. the Platform will be accessible to the Customer during normal business hours, subject to planned maintenance outages.
   3. The Subscriber warrants that all information provided to RxTro is accurate and complete.
   4. Except as expressly set forth herein, RxTro disclaims all warranties, whether express or implied, including without limitation, any implied warranties of merchantability or fitness for a particular purpose. The Platform is provided “as is” and “with all faults.” In no event shall RxTro be liable for any indirect, incidental, consequential, or special damages arising out of or in connection with this agreement or the use of RxTro.
7. INDEMNITIES
   1. RxTro's Indemnity: RxTro shall indemnify, defend, and hold harmless the Subscriber, its affiliates, officers, directors, employees, contractors, and agents (each an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
      1. any claim alleging that the Services infringe or misappropriate any intellectual property right of a third party;
      2. any claim arising out of RxTro’s negligence or wilful misconduct;
      3. any breach by RxTro of its obligations under this Agreement;
      4. any claim made by an employee, contractor, or agent of RxTro;
   2. provided that the Indemnified Party:
      1. promptly notifies RxTro of any claim;
      2. provides RxTro with reasonable cooperation in the defence of such claim; and
      3. allows RxTro sole control of the defence and settlement of such claim.
   3. RxTro shall maintain commercial general liability insurance with a minimum coverage of AU$20M to cover claims arising under this Section.
   4. Subscriber's Indemnity: The Subscriber shall indemnify, defend, and hold harmless RxTro, its affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
      1. any claim alleging that the Subscriber's use of the Services infringes or misappropriates any intellectual property right of a third party;
      2. any claim arising out of the Subscriber's negligence or wilful misconduct;
      3. any breach by the Subscriber of its obligations under this Agreement;
      4. any claim made by an employee, contractor, or agent of the Subscriber;
   5. provided that RxTro:
      1. promptly notifies the Subscriber of any claim;
      2. provides the Subscriber with reasonable cooperation in the defence of such claim; and
      3. allows the Subscriber sole control of the defence and settlement of such claim.
   6. The Subscriber shall maintain commercial general liability insurance with a minimum coverage of AU$20M to cover claims arising under this Section.
   7. The obligations under this Section shall survive the termination or expiration of this Agreement.
8. LIMITATION OF LIABILITY
   1. Neither party shall be liable to the other for any indirect, incidental, special, consequential or punitive damages, or loss of profits, or any other indirect or consequential loss arising out of or in connection with this Agreement or the Services. This limitation shall be deemed to be fair and reasonable and shall not limit either party’s liability for death or personal injury caused by its negligence.
   2. The total aggregate liability of either party under this Agreement shall not exceed 100% of the total contract value in respect of any one event or series of connected events.

9. DISPUTE RESOLUTION
   3. Any dispute arising out of or in connection with this Agreement shall be resolved in accordance with the following process:
      1. The parties shall attempt to resolve any dispute through good faith negotiations. The Subscriber must notify RxTro in writing of the dispute within five (5) business days of the event giving rise to the dispute. RxTro shall have ten (10) business days from receipt of the written notice to respond and enter good faith negotiations.
      2. if the dispute cannot be resolved through negotiation, the parties shall submit the dispute to mediation in accordance with the rules of
         1. the Mediation Guidelines of The Law Society of New South Wales; and
         2. the National Mediator Standards.
      3. If the dispute cannot be resolved through negotiation, the parties shall submit the dispute to arbitration in accordance with the Law Society of New South Wales Rules for the Conduct of Commercial Arbitrations or the Law Society of New South Wales Expedited Commercial Arbitration Rules (Rules numbered 1 to 22 and Schedule 2 apply), as applicable.
      4. If for any reason arbitration is not commenced or cannot be continued, the parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales, Australia and any courts entitled to hear appeals from those courts in respect of any proceedings arising out of or in connection with this Agreement.
10. LIMITATION OF USE
    4. The Subscriber may access and use the Website solely for its internal business purposes. The Subscriber shall not:
       1. reproduce, distribute, or publicly display any content from the Website without prior written consent;
       2. use any data mining, robots, or similar data gathering and extraction tools;
       3. attempt to decompile, reverse engineer, or disassemble the Website or any part thereof.
11. PLATFORM UPDATES
    1. RxTro may from time to time make changes or improvements to the Platform. RxTro will use reasonable efforts to notify Users of any material changes to the Website. Users acknowledge and agree that RxTro has no obligation to provide any updates or upgrades to the Website.
12. FORCE MAJEURE
    2. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is directly attributable to a Force Majeure Event. The party affected by a Force Majeure Event shall promptly notify the other party in writing of the occurrence and expected duration of such event.
    3. Despite the occurrence of a Force Majeure Event, the affected party shall use reasonable efforts to mitigate the effects of such event and to continue to perform its obligations under this Agreement to the extent possible.
    4. If a Force Majeure Event prevents a party from substantially performing its obligations under this Agreement for a continuous period of thirty (30) days, either party may terminate this Agreement by giving seven (7) days’ written notice to the other party.
13. ASSIGNMENT AND TRANSFER
    5. Neither party may assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except for the transfer of this Agreement to a wholly-owned subsidiary or affiliate or in connection with a merger, consolidation, or sale of all or substantially all of the assets of RxTro.
14. CHANGE OF CONTROL
    1. If a Change of Control occurs, RxTro must give the Subscriber written notice within ninety (90) days of the Change of Control.
    2. In the event of a Change of Control, the acquiring entity shall assume all of RxTro’s rights and obligations under this Agreement. The Subscriber may request written confirmation of the acquiring entity's assumption of these obligations.
15. PHARMACOVIGILANCE
    1. RxTro shall comply with all applicable Australian pharmacovigilance laws, regulations, and guidelines, including those administered by the Therapeutic Goods Administration (TGA).
16. GENERAL
    1. Public statements
       1. Either party may make public statements regarding the Agreement, provided that such statements are accurate and do not disparage the other party.
    2. Subcontracting
       1. RxTro may subcontract the performance of its obligations under this Agreement, provided that:
          1. RxTro remains responsible for the acts and omissions of its subcontractors; and
          2. RxTro ensures that its subcontractors comply with the terms of this Agreement, including data protection obligations.
    3. Waivers
       1. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. A waiver must be in writing and signed by the party granting the waiver.
    4. Severability
       1. If any provision of this Agreement is held to be invalid, illegal, or unenforceable under the law of any jurisdiction, that provision shall be deemed to be severable from this Agreement and the remaining provisions shall continue in full force and effect. If enforcing a severable portion of the provision would materially affect the nature or effect of the parties' obligations under this Agreement, then the entire provision shall be unenforceable in that jurisdiction.
17. DEFINITIONS

In this agreement:

1. 1. Affiliates mean those companies, existing or future, owning or owned by, either directly or indirectly, or controlling, controlled by or under common control with a party.
   2. Business Day means a day that is not a Saturday, Sunday nor a public holiday in New South Wales, Australia, or for the supply of Services, at the place of delivery.
   3. Customer Data means any information, data, or content relating to the Subscriber’s customers or end-users that is accessed, viewed, or utilised through the Platform, including but not limited to customer contact details, demographics, preferences, and history of interactions with the customer.
   4. Change in Control of RxTro means that after the date of this agreement:
      1. any person becomes entitled to more than 50% of the issued voting shares of RxTro or any of its Related Bodies Corporate that did not previously have such right; or
      2. a competitor of Subscriber appoints a member of the board of directors of RxTro or any of its Related Bodies Corporate.
   5. Commencement Date means the commencement date of this agreement specified in the Agreement Details.
   6. Confidential Information means any information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally, in writing, or by electronic means, that is marked as confidential or would reasonably be considered confidential to the Disclosing Party. Confidential Information includes, but is not limited to, trade secrets, know-how, financial information, customer lists, business plans, and marketing strategies.
   7. Force Majeure Event means any event or circumstance beyond the reasonable control of a party, including but not limited to acts of God, fire, flood, earthquake, epidemic, pandemic, riot, civil commotion, war, terrorism, strikes, lockouts or other industrial disputes, failure of public utilities, or interruption or failure of telecommunications or internet services.
   8. GST means the goods and services tax imposed under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
   1. Insolvency Event means circumstances in which a party is unable to pay its debts as they fall due or otherwise takes any corporate action or any steps are taken or legal proceedings are started for:
      1. its winding-up, dissolution, liquidation, or re-organisation, other than to reconstruct or amalgamate while solvent on terms approved by the other party;

1. 9. 2. the appointment of a controller, receiver, administrator, official manager, trustee or similar officer of it or of any of its revenues and assets; or
      3. seeks protection or is granted protection from its creditors, under any applicable legislation.
   10. Intellectual Property Rights means all intellectual and industrial property rights, whether registered or unregistered, throughout the world, including but not limited to trademarks, copyrights, patents, trade secrets, know-how, and other proprietary rights and information.
   11. Key Personnel means each of RxTro’s personnel identified in the Agreement Details as replaced from time to time in accordance with this agreement, and Key Person means one of them.
   50. Personal Information has the meaning given to it in section 6 of the Privacy Act.
   1000. Privacy Act means the Privacy Act 1988 (Cth) (as amended from time to time).
   14. Privacy Laws means:
       1. the Privacy Act 1988 (Cth);

17. 14. 2. the Australian Privacy Principles contained in Schedule 1 of the Privacy Act;
        3. any approved privacy codes that apply to any of the parties; and
        4. all other applicable laws that require a person to observe privacy or confidentiality obligations in respect of Personal Information,
    15. Related Body Corporate has the meaning given to it in section 9 of the Corporations Act 2001 (Cth).
    16. RxTro's Environmental Sustainability Strategy  means version 1.0.0, revised November 25th, 2024.
    17. Schedule means a schedule attached to this agreement.
    18. Sensitive Information has the meaning given to it in section 6 of the Privacy Act.
    19. Services means the services to be supplied to Subscriber by RxTro specified in the Agreement Details.
    20. Subscriber Data means any and all personal and non-personal information, data, and content provided by or relating to the Subscriber, its customers, employees, or operations, including but not limited to contact information, financial data, usage data, and intellectual property, in any format (electronic, paper, or otherwise).
    21. Subscriber Materials means the materials and resources (if any) supplied by Subscriber to RxTro in connection with this agreement.
    5. Term means the term of this agreement specified in the Agreement Details, unless terminated earlier in accordance with this agreement.
    23. Terms and Conditions means these Standard Terms and Conditions.
    10. The Platform means the online platform operated by RxTro, accessible through the website located at https://www.rxtro.com, and all associated applications, features, functionalities, and content offered by RxTro through this website. For the purposes of this Agreement, the terms "The Platform," "Service," and "platform" may be used interchangeably.
    25. User Content means any and all data, information, or materials uploaded, submitted, or otherwise provided by the Subscriber to the Platform in connection with the use of the Services, including but not limited to Customer Data.
18. INTERPRETATION

In this agreement:

1. 6. Headings are for convenience only and do not affect interpretation.
   7. The singular includes the plural and the plural includes the singular.
   8. Other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning.
   1. A reference to this agreement includes the individual supplies agreed under each purchase order.
   10. A reference to a clause, party, schedule or annexure is a reference to a clause of, and a party, schedule, annexure of this agreement.
   11. A reference to any legislation includes all delegated legislation made under it and amendments, consolidations, replacements or re-enactments of any of them.
   50. No provision of this agreement will be construed adversely to a party because that party was responsible for the preparation of this agreement or that provision.
   1000. A reference to a document includes all amendments or supplements to, or replacements or novation’s of, that document.
   14. A reference to conduct includes any omission and any statement or undertaking, whether or not in writing.
   15. “Including” and similar expressions are not words of limitation.
   16. Where an act is to be performed on a day that is not a Business Day, the act will be required to be performed on the following Business Day.
   17. A person includes a company, corporation or other body corporate, association, partnership, joint venture or public, statutory or governmental body, commission, council, tribunal or agency.
   18. A reference to dollars is to Australian Dollars.