Miira Technologies Pty Ltd
ABN 87 688 069 712
Suite 26/68 Victor Crescent, Narre Warren VIC 3805, Australia

Version: 2.0
Effective date: [•] 2026
Supersedes: Terms of Service dated 1 March 2025

HOW THIS AGREEMENT WORKS

These Terms of Service form a binding agreement between you and Miira Technologies Pty Ltd.

You enter into this Agreement by signing an Agreement Form, by clicking to accept, or by accessing or using the Platform — whichever happens first.

The Agreement is modular. Your Agreement Form sets your commercial terms. These Terms set the legal framework. The Schedules set operational detail that Miira may update from time to time in accordance with clause 48.

If you are accepting on behalf of a company, trust or other entity, you warrant that you have authority to bind that entity, and “you” and “Customer” mean that entity.

If you do not agree to these Terms, do not access or use the Platform.

All prices published by Miira, and all Fees stated in an Agreement Form, are in Australian dollars and exclusive of GST unless expressly stated otherwise.

1. INTERPRETATION

1.1 In this Agreement, unless the context requires otherwise:

1. headings are for convenience only and do not affect interpretation;

2. the singular includes the plural and vice versa;

3. a reference to a person includes an individual, body corporate, partnership, trust, joint venture, unincorporated association or governmental authority;

4. a reference to a party includes that party’s successors and permitted assigns;

5. a reference to legislation includes any amendment, re-enactment or replacement of it and any subordinate legislation made under it;

6. includes, including and similar expressions are not words of limitation;

7. a reference to $, AUD or dollars is to Australian dollars;

8. Business Day means a day other than a Saturday, Sunday or public holiday in Melbourne, Victoria, and Business Hours means 8.00am to 6.00pm on a Business Day, Melbourne time;

9. a reference to writing includes email;

10. where a word or phrase is defined, its other grammatical forms have a corresponding meaning;

11. no rule of construction applies to the disadvantage of a party because that party prepared this Agreement;

12. if a period runs to or from a given day, that day is excluded;

13. if a payment or act must be made or done on a day that is not a Business Day, it must be made or done on the next Business Day;

14. a reference to a clause, Schedule or Annexure is to a clause, Schedule or Annexure of this Agreement.

2. DEFINITIONS

Account means the Customer’s registered instance of the Platform, comprising one or more Workspaces.

Account Data means information about the Customer, its Account and its Authorised Users, including business and contact details, billing information, authentication credentials, permission settings and configuration.

Active Project has the meaning given in clause 7.2.

Add-On Entitlement means additional Seats, Active Projects or metered capacity purchased in addition to the Plan Entitlements.

Administrator means an Authorised User designated by the Customer with rights to configure the Account, manage Authorised Users and Seats, connect Connected Services, and export or delete Customer Data.

Affiliate means, in relation to a party, an entity that controls, is controlled by, or is under common control with that party, where control means the ability to direct the affairs of the entity, whether by ownership of voting securities, contract or otherwise.

Aggregated Data means data derived from Customer Data or Usage Data that has been aggregated and de-identified such that it does not identify, and cannot reasonably be used to identify, the Customer, any Authorised User or any individual.

AI Assistant means any autonomous or semi-autonomous software agent, assistant, large language model application or similar system, including Claude, Gemini and ChatGPT, that the Customer connects to the Platform.

AI Augmentation means a Platform feature that generates, animates, extends, scores or otherwise modifies a Media Asset, including render animation, fly-through generation and soundscape generation.

AI Feature means any Platform feature that uses machine learning, computer vision, natural language processing or generative artificial intelligence, including stock extraction, lead scoring, routing, summarisation, drafting, classification, transcription and AI Augmentations.

APPs means the Australian Privacy Principles in Schedule 1 to the Privacy Act.

Archived Project means a Project in the Archived state described in clause 7.5.

Authorised User means an individual authorised by the Customer to access the Platform under the Customer’s subscription and assigned a Seat, being an employee, officer, contractor or appointed agent of the Customer or of an entity nominated in the Agreement Form.

Beta Feature means any feature designated by Miira as beta, alpha, preview, early access, pilot, trial or experimental.

Campaign Communication means a Commercial Electronic Message sent to more than one recipient through the Platform’s campaign functionality, whether by email, SMS, WhatsApp or any other channel.

Commercial Electronic Message has the meaning given in the Spam Act.

Communications Data means the content and metadata of email, SMS, WhatsApp, telephony, Messenger and other communications synchronised to, generated within, or sent through the Platform, including call recordings and transcripts.

Confidential Information means information disclosed by or on behalf of a party that is identified as confidential or that a reasonable person would consider confidential given its nature or the circumstances of disclosure, including in the case of Miira the Platform, its source code, architecture, security documentation, pricing, Beta Features and product roadmap, and in the case of the Customer, Customer Data and its commercial strategies.

Connected Service means any third-party product, service, application, data feed or API that the Customer elects to connect to or exchange data with the Platform, including Email Accounts, calendars, Property Portals, advertising platforms, messaging providers, telephony providers, payment providers, e-signature providers, AI Assistants, accounting systems and analytics tools.

Consequential Loss means loss of profit, loss of revenue, loss of anticipated savings, loss of business or business opportunity, loss of goodwill, loss of reputation, loss of contract, wasted expenditure, and any indirect, special or consequential loss, whether or not in the reasonable contemplation of the parties.

Contact Record means a record in the Database relating to an identified or identifiable individual.

Control Product means the Miira presentation product, comprising the media library and the streaming, casting and presentation functionality.

Customer Data means all data, content, records, documents, media and information submitted to, uploaded to, generated within, or ingested by the Platform by or on behalf of the Customer or any Authorised User, including Lead Data, Communications Data, Media Assets, Documents and configuration content. Customer Data excludes Account Data, Usage Data, Aggregated Data and the Platform itself.

Database means the organisation-wide contact repository accessible across a Customer’s Workspaces.

Data Room means a Miira-hosted portal created by an Authorised User at organisation or project level and shared with a Prospect, containing Media Assets, Documents, Residence information and project team details selected by the Customer.

Deposit Workflow means any Platform feature that generates, routes, records, tracks or reconciles reservation, expression of interest, holding deposit or deposit documentation.

Display Suite Agreement means any separate written agreement between Miira and the Customer for suite design, hardware procurement, immersion room configuration, installation and commissioning, or ongoing suite support.

Document means any document generated by, uploaded to, or stored in the Platform, including contracts of sale, reservation forms, disclosure documents, brochures, price lists and stock schedules.

Effective Date means the date stated in the Agreement Form or, if none, the date the Customer first accesses the Platform.

Email Account means an email mailbox that the Customer or an Authorised User connects to the Platform by OAuth or equivalent authorisation.

Fees means all amounts payable by the Customer under an Agreement Form or this Agreement.

Force Majeure Event means an event beyond the reasonable control of the affected party, including act of God, natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, industrial action not limited to the affected party’s own workforce, government action, failure of a public telecommunications network, and widespread failure of internet infrastructure or of a major cloud service provider.

GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Initial Term means the initial subscription period stated in the Agreement Form.

Insolvency Event means, in relation to a party: an administrator, receiver, receiver and manager, liquidator or provisional liquidator is appointed; it enters into a scheme of arrangement or composition with creditors; it is deemed unable to pay its debts under the Corporations Act 2001 (Cth); it ceases or threatens to cease carrying on business; or any analogous event occurs in any jurisdiction.

Intellectual Property Rights means all present and future intellectual property rights anywhere in the world, whether registered or unregistered, including copyright, patents, trade marks, designs, circuit layouts, trade secrets, know-how, database rights and rights in confidential information, but excluding moral rights.

Lead Data means Personal Information relating to prospective or actual purchasers, tenants, investors, agents or their representatives, together with associated enquiry, qualification, interaction and transaction records.

Lead Source means any origin of Lead Data, including Property Portals, advertising platforms, websites and landing pages, custom forms, chat tools, display suite capture, referral partners, call tracking, inbound email aliases, bulk import, API ingestion and manual entry.

Loss means any loss, damage, cost, charge, expense, liability, penalty or fine, including reasonable legal costs.

Marketing Contact means a Contact Record designated as eligible to receive Campaign Communications.

Media Asset means any render, film, floor plan, brochure, photograph, location map, 3D model, fly-through, animation, soundscape or other content uploaded to, or generated within, the Platform.

Messenger means the Platform’s internal messaging functionality.

Non-Marketing Contact means a Contact Record that is not a Marketing Contact.

Agreement Form means an ordering document executed by or on behalf of both parties, or an online order submitted by the Customer and accepted by Miira, specifying the Plan, Plan Entitlements, Term, Fees and any additional terms.

Personal Information has the meaning given in the Privacy Act.

Plan means the Developer, Agency or Enterprise subscription plan, or such other plan as Miira publishes from time to time.

Plan Entitlements means the entitlements applicable to the Customer’s Plan, as set out in the Agreement Form and Schedule 6.

Platform means the Miira software-as-a-service application in all its interfaces, including the web application, desktop application, iOS application, the Control Product, the Portal Product, Messenger, Data Rooms, APIs and MCP interfaces, and the Documentation, together with all updates and modifications made available to the Customer.

Portal Product means the Miira product, comprising the pipeline, Database, stock management, communications, campaigns, playbooks, appointments, Data Rooms, dashboard and analytics functionality.

Privacy Act means the Privacy Act 1988 (Cth).

Privacy Law means the Privacy Act and any other law applicable to the handling of Personal Information that binds a party in respect of its performance of this Agreement.

Professional Services means implementation, configuration, CRM migration, data migration, integration, training or consulting services described in an Agreement Form or statement of work.

Project means a development, estate, building, stage or release configured within a Workspace.

Property Portal means a third-party property listing or enquiry platform, including realestate.com.au (REA Group), Domain, Apartments.com.au and OpenLot.

Prospect means an individual whose Personal Information is held in a Customer’s Workspace, including prospective and actual purchasers, tenants, investors and their representatives and advisers.

Renewal Term means each successive subscription period after the Initial Term.

Residence means an individual lot, apartment, townhouse, tenancy or unit record within a Project.

Seat means a licence to access the Platform assigned to one named Authorised User, of a type described in clause 6.1.

Sensitive Information has the meaning given in the Privacy Act.

Spam Act means the Spam Act 2003 (Cth) together with the Spam Regulations 2021 (Cth).

Sub-processor means a third party engaged by Miira to process Customer Data in the course of providing the Platform.

Subscription Term means the Initial Term together with all Renewal Terms.

Suppression Record means a record within the Platform indicating that a person has unsubscribed, opted out, requested no contact, or is otherwise not to be contacted.

Usage Data means telemetry, event logs, diagnostic data, performance metrics, feature utilisation data and statistical information generated by or in connection with operation of the Platform.

Workspace means a discrete tenant environment within the Account, typically corresponding to a Project, entity or business unit.

Workspace Controller means, in relation to a Workspace, the entity identified in the Agreement Form (or, if none is identified, the Customer) as the party entitled to give binding instructions to Miira concerning the Customer Data in that Workspace.

3. STRUCTURE AND PRECEDENCE

3.1 Components. This Agreement comprises:

1. any Agreement Form;

2. these Terms;

3. Schedule 1 — Acceptable Use Policy;

4. Schedule 2 — Data Processing Terms;

5. Schedule 3 — Service Levels and Support;

6. Schedule 4 — Connected Services Terms;

7. Schedule 5 — Professional Services Terms;

8. Schedule 6 — Plan Entitlements and Fair Use;

9. any statement of work executed under Schedule 5;

10. any document expressly incorporated by reference in an Agreement Form.

3.2 Order of precedence. If there is an inconsistency, the order of precedence is:

1. a fully executed Agreement Form or statement of work, but only to the extent it expressly states that it varies a specified clause of these Terms;

2. these Terms;

3. Schedules 2 and 6;

4. Schedules 3, 4 and 5;

5. Schedule 1;

6. any other incorporated document.

3.3 No purchase order terms. Any terms or conditions contained in or referenced by a purchase order, vendor portal, supplier onboarding questionnaire, procurement platform, tender response or similar document issued by the Customer are of no effect and do not form part of this Agreement, regardless of whether Miira acknowledges, signs, accepts or performs against that document. Miira’s acceptance of a purchase order is for administrative and invoicing convenience only.

3.4 Affiliates. An Affiliate of the Customer may purchase a subscription by executing its own Agreement Form incorporating these Terms, in which case that Affiliate is the Customer under that Agreement Form and is solely responsible for its own obligations.

3.5 Entire agreement. This Agreement is the entire agreement between the parties in relation to its subject matter and supersedes all prior negotiations, representations, proposals, pitch materials, understandings and agreements, including any prior version of Miira’s terms of service. Each party acknowledges that it has not relied on any statement, representation, warranty or assurance not expressly set out in this Agreement. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

3.6 Marketing materials. Statements made in Miira’s website, pitch decks, presentations, proposals and other marketing materials are not terms of this Agreement and do not vary it. Where such a statement is inconsistent with an Agreement Form or these Terms, the Agreement Form and these Terms prevail.

4. ACCOUNT AND PROVISIONING

4.1 Registration. The Customer must provide accurate, current and complete information when establishing its Account and must keep that information current.

4.2 Administrators. The Customer must nominate and maintain at least one Administrator at all times. Miira is entitled to act on the instructions of any person who authenticates as an Administrator and to treat those instructions as authorised by the Customer.

4.3 Credentials. The Customer is responsible for maintaining the confidentiality of all authentication credentials and for all activity occurring under its Account, whether or not authorised. The Customer must notify Miira immediately on becoming aware of any unauthorised access or credential compromise.

4.4 Multi-factor authentication. The Customer must enable multi-factor authentication for all Administrators. Miira may make multi-factor authentication mandatory for all Authorised Users on 30 days’ notice.

4.5 Provisioning. Miira will provision the Account within a reasonable period after the later of execution of the Agreement Form and receipt of the information Miira reasonably requires.

4.6 Workspaces. The Agreement Form specifies the Workspaces included. Additional Workspaces may be provisioned at the rates in the Agreement Form or, if none, at Miira’s then-current published rates.

5. GRANT OF RIGHTS AND RESTRICTIONS

5.1 Licence. Subject to the Customer’s compliance with this Agreement and payment of Fees, Miira grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Platform, and to permit its Authorised Users to do so, solely for the Customer’s internal business purposes in connection with the presentation, marketing, sale, leasing and management of real property.

5.2 Reservation of rights. All rights not expressly granted are reserved to Miira and its licensors. This Agreement grants no ownership interest in the Platform and no right to any source code, object code, database, model, algorithm or documentation except the right of access expressly granted.

5.3 Scope limitation. The Platform may be used only:

1. by Authorised Users holding a Seat of the applicable type;

2. within the Plan Entitlements;

3. for the Customer’s own business, and not on behalf of or for the benefit of any third party except as expressly permitted under clause 6.6.

5.4 Restrictions. The Customer must not, and must not permit or enable any person to:

1. copy, reproduce, modify, adapt, translate or create derivative works of the Platform;

2. reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, structure, architecture, algorithms, models, prompts or training data underlying the Platform, except to the minimum extent permitted by law that cannot be contractually excluded, and then only after giving Miira written notice and a reasonable opportunity to provide the necessary information;

3. sell, resell, rent, lease, licence, sublicense, distribute, assign, transfer or otherwise commercially exploit the Platform, or make it available to any third party, except as expressly permitted under clause 6.6;

4. operate the Platform as a service bureau, outsourced provider or on a time-sharing basis;

5. remove, obscure or alter any proprietary notice, trade mark or attribution;

6. use the Platform, or any performance, availability, functionality or pricing information relating to it, to develop, market, sell or improve a product or service that competes with the Platform, or to assist any person to do so;

7. publish or disclose any benchmark, performance test, competitive analysis or evaluation of the Platform without Miira’s prior written consent;

8. access the Platform for the purpose of monitoring its availability, performance or functionality for a competitive purpose;

9. circumvent, disable or interfere with any usage limit, rate limit, licence control, entitlement cap, authentication, encryption or security feature;

10. conduct any penetration test, vulnerability scan, load test, denial-of-service test or security assessment of the Platform without Miira’s prior written consent, which Miira may make conditional on scope, timing, methodology, disclosure and indemnity terms;

11. use any robot, spider, scraper or crawler to access the Platform other than through documented APIs or MCP interfaces in accordance with clauses 27 and 28;

12. introduce or permit the introduction of any virus, worm, trojan, ransomware, logic bomb or other malicious code;

13. use the Platform in breach of Schedule 1, this Agreement or any law;

14. store or process within the Platform any data unrelated to the Customer’s property presentation, marketing, sales, leasing or development activities;

15. use the Platform in any manner that could damage, disable, overburden or impair it, or interfere with any other customer’s use.

5.5 Material breach. Breach of clause 5.4(a), (b), (c), (d), (f), (g), (i), (j), (k) or (l) is a material breach incapable of remedy for the purposes of clause 32.1, entitling Miira to suspend immediately under clause 31 and to terminate immediately under clause 32.

6. SEATS

6.1 Seat types. Access to the Platform is licensed by Seat. The following Seat types apply:

(a) Core Seat — full access to the Portal Product and the Control Product within assigned Workspaces, including creating and editing Contact Records, Residences and stock; sending email, SMS and WhatsApp; initiating calls; enabling recording and transcription; running Campaign Communications; configuring playbooks and lead routing; creating and sharing Data Rooms; using Messenger; connecting AI Assistants where permitted by the Administrator; and exporting data where permitted by the Authorised User’s role.

(b) Presenter Seat — access to the Control Product only, including viewing and streaming Media Assets, casting to devices, and recording an appointment outcome. A Presenter Seat does not permit access to the pipeline or Database, the sending of any communication, the initiation of any call, the enabling of recording, the creation of a Data Room, the connection of an AI Assistant, or any export.

(c) View-Only Seat — read-only access to dashboards, reports, stock status and activity logs. A View-Only Seat does not permit the creation, editing or deletion of any record, the sending of any communication, presentation through the Control Product, the connection of an AI Assistant, or any export. View-Only Seats are provided at no charge up to the number stated in Schedule 6.

(d) Guest Seat — scoped access granted to an appointed project marketing agency, sales agency, consultant, creative agency or other service provider of the Customer, for a defined period. Partner Seats are provided at no charge up to the number stated in Schedule 6 and expire automatically on the date specified at the time of invitation.

6.2 Named individuals. Each Seat is licensed to one named individual. The Customer must not permit any Seat to be used by more than one individual, whether concurrently or in rotation, and must not share, publish or transfer credentials.

6.3 Reassignment. The Customer may permanently reassign a Seat to a replacement individual where the original Authorised User ceases to hold the relevant role. The Customer must not reassign a Seat for the purpose of allowing more individuals to use the Platform than the number of Seats licensed.

6.4 Changes to Seats.

1. Additional Seats may be purchased at any time at the rates in Schedule 6 or the Agreement Form, are charged pro rata for the remainder of the then-current billing month, and are available immediately.

2. A Seat may be upgraded in type at any time, charged pro rata, effective immediately.

3. Seats may be removed, and Seat types downgraded, at any time by the Customer through the Platform’s self-service settings, effective from the next billing date. No refund is payable for the balance of the current billing month.

6.5 Responsibility for Authorised Users. The Customer is responsible for:

1. the acts and omissions of every Authorised User as if they were the Customer’s own;

2. ensuring each Authorised User complies with this Agreement, including Schedule 1;

3. promptly deactivating access for any individual who ceases to be an Authorised User;

4. all Customer Data submitted by any Authorised User;

5. assigning each Authorised User the Seat type and permission level appropriate to their role.

6.6 Partner Seats and agency access. Where the Customer grants a Partner Seat or otherwise permits a third party to access a Workspace:

1. the Customer procures that third party’s compliance with this Agreement and remains liable for its acts and omissions;

2. the access must be used solely for the benefit of the Customer and not for that third party’s own business or for any other client of that third party;

3. the Customer must set an expiry date not exceeding 12 months at the time of invitation;

4. the Customer must revoke the access immediately on termination of the relevant engagement;

5. the Customer acknowledges that the third party may hold Partner Seats in other customers’ Accounts, and that the Customer is responsible for scoping the access it grants accordingly.

6.7 Competitors. The Customer must not grant a Seat of any type to, or disclose the Platform or any Confidential Information relating to it to, any person that Miira has notified the Customer in writing is a competitor of Miira.

6.8 Verification. Miira may verify Seat usage by reference to authentication events, session concurrency, device identifiers, IP ranges and access patterns. Clause 35 applies to any discrepancy.

6.9 Multi-party Workspaces. Where two or more entities hold Seats in the same Workspace, each is subject to this Agreement in respect of that access. Clause 14 governs entitlement to Customer Data as between them.

7. PROJECTS

7.1 Project states. Every Project is in one of three states: Active, Archived or Deleted.

7.2 Active Project. A Project is an Active Project in a 24 month period where, any of the following occurs:

1. a Media Asset within the Project is streamed, presented, cast, downloaded or shared;

2. a Residence record within the Project is created, edited, or has its status changed;

3. Lead Data is ingested into, created within, or assigned to the Project;

4. a communication is sent from, or associated with, the Project;

5. a Data Room referencing the Project is created or accessed;

6. an Authorised User accesses the Project.

7.3 Archived Projects. A Project in the Archived state is read-only. Media Assets remain viewable, records remain searchable and reports may be run, but the Project may not be presented through the Control Product, may not ingest Lead Data, and no communication may be sent from it. Archived Projects do not consume Plan Entitlements.

7.6 Archiving and reactivation.

1. The Customer may move a Project to the Archived state at any time through the Platform, effective immediately.

2. The Customer may reactivate an Archived Project at any time. Reactivation consumes Plan Entitlement from the date of reactivation.

3. A Project may be reactivated once in any rolling 12-month period at no additional charge. Where a Project is reactivated more than once in that period, Miira may treat each subsequent reactivation as consuming one project entitlement, and will notify the Customer before doing so.

7.7 Deletion. The Customer may delete a Project at any time by contacting customer services. A deleted Project is permanent. After which it and all Customer Data will remain in the organisations Database. A Deleted Projects do not consume Plan Entitlements.

7.8 Exceeding the entitlement. Where the number of Active Projects would exceed the Plan Entitlement, clause 34 applies. Miira will not automatically upgrade the Customer’s Plan.

8. CUSTOMER DATA — OWNERSHIP, LICENCE AND ROLES

8.1 Ownership. As between the parties, the Customer owns all right, title and interest in and to Customer Data. Nothing in this Agreement transfers ownership of Customer Data to Miira.

8.2 Licence to Miira. The Customer grants Miira and its Sub-processors a worldwide, non-exclusive, royalty-free, sublicensable (to Sub-processors only) licence to host, store, copy, transmit, cache, index, reformat, adapt, analyse, display and otherwise process Customer Data solely for the purposes of:

1. providing, operating, maintaining, securing and supporting the Platform;

2. performing the services described in an Agreement Form;

3. responding to a support request made by or on behalf of the Customer;

4. preventing or addressing fraud, abuse, security or technical issues;

5. generating Usage Data and Aggregated Data in accordance with clause 8.8;

6. complying with law or a binding order of a court, regulator or government authority.

8.3 Duration. The licence in clause 8.2 continues for the Subscription Term and for such further period as is necessary to give effect to clause 33.

8.4 Roles under Privacy Law. In respect of Customer Data:

1. the Customer determines the purposes for which, and the means by which, Personal Information is collected, held, used and disclosed;

2. Miira acts solely on the Customer’s documented instructions, comprising this Agreement, the configuration settings selected by the Customer within the Platform, and any written instruction of the Workspace Controller;

3. Miira does not use Customer Data for its own purposes, and in particular does not use Customer Data for advertising, for sale to any third party, or to train, fine-tune or improve any generalised or non-personalised machine learning or generative model, except as expressly permitted in clause 19.3.

In respect of Account Data and Usage Data, Miira acts in its own right, and its handling of that information is governed by the Miira Privacy Policy.

8.5 Customer warranties. The Customer represents and warrants, on the Effective Date and on each day of the Subscription Term, that:

1. it has all rights, consents, authorisations and lawful bases necessary to collect Customer Data, to submit it to the Platform, and to authorise Miira’s processing of it under this Agreement;

2. it has provided each individual with a collection notice complying with APP 5 that discloses that their Personal Information may be disclosed to and handled by a third-party technology provider;

3. its published privacy policy complies with APP 1 and accurately describes its use of the Platform, including the features it has enabled;

4. Customer Data does not infringe the Intellectual Property Rights, moral rights, privacy or confidentiality of any person;

5. Customer Data does not contain material that is unlawful, defamatory, misleading or deceptive;

6. it will not submit Sensitive Information, health information, biometric information, government identifiers, tax file numbers, credit reporting information, credit eligibility information, or full payment card data to the Platform, except where the Platform expressly supports that data category and the Customer has enabled it;

7. it will not submit information relating to any individual it knows, or ought reasonably to know, is under 18 years of age;

8. it will not submit any data that would cause Miira to become subject to a regulatory regime not contemplated by this Agreement.

8.6 No monitoring obligation. Miira has no obligation to review, verify, moderate, validate or monitor Customer Data, and does not act as the Customer’s compliance, legal or privacy function. Miira’s technical ability to access Customer Data does not create any duty to review it.

8.7 Right to remove. Where Miira becomes aware that Customer Data breaches clause 8.5 or Schedule 1, Miira may remove or disable access to that Customer Data. Miira will notify the Customer promptly and, where practicable, will give the Customer an opportunity to remedy first, unless immediate action is required by law, to prevent harm, or to protect the Platform or other customers.

8.8 Usage Data and Aggregated Data. Miira may collect, generate, use, retain and disclose Usage Data and Aggregated Data for any lawful business purpose, including to operate, secure, analyse, benchmark and improve the Platform, to develop new products and features, and to produce market insights and industry reporting. Miira must not disclose Aggregated Data in any form that identifies, or could reasonably be used to identify, the Customer, any Authorised User or any individual, without the Customer’s prior written consent. Miira will not publish any benchmark, statistic or market insight derived from the data of fewer than ten customers. Miira owns all Intellectual Property Rights in Usage Data and Aggregated Data.

8.9 Statutory records. The Platform is not, and must not be relied on as, a system of record for the purposes of any legislation governing real estate agents, conveyancers or property transactions, including the Estate Agents Act 1980 (Vic), the Property and Stock Agents Act 2002 (NSW), the Property Occupations Act 2014 (Qld) and their equivalents in other jurisdictions. The Customer is solely responsible for its own statutory record-keeping, retention, receipting, disclosure and trust accounting obligations, and must maintain independent records sufficient to satisfy them.

8.10 Backups. Miira maintains backups for its own disaster recovery purposes in accordance with clause 41. Those backups are not a substitute for the Customer’s own data management, and the Customer must maintain its own copies of any Customer Data critical to its business.

9. DATABASE AND CROSS-PROJECT USE

9.1 Database. The Platform provides an organisation-wide Database of Contact Records accessible across the Customer’s Workspaces, subject to the permission settings the Customer configures.

9.2 Marketing and Non-Marketing Contacts.

1. Every Contact Record is designated either a Marketing Contact or a Non-Marketing Contact.

2. Contact Records are created as Marketing Contacts by default.

3. Only Marketing Contacts may be included in a Campaign Communication.

4. The Customer may change a Contact Record’s designation at any time. A change from Marketing to Non-Marketing takes effect on the next monthly update date.

9.3 Cross-project use — Customer warranties. The Customer acknowledges that the Database enables a Contact Record captured in connection with one Project to be used in connection with another Project. Where the Customer does so, it represents and warrants that:

1. the use is a purpose for which the individual has consented, or a secondary purpose the individual would reasonably expect, consistent with APP 6;

2. its collection notice given under APP 5 disclosed that the individual’s information may be used in connection with other projects, developments or clients of the Customer;

3. where the Contact Record originated from a Property Portal, advertising platform or other Lead Source, the use is permitted by that source’s terms;

4. where the use involves a Campaign Communication, the individual’s consent under the Spam Act extends to communications of that kind from that sender.

9.4 Lead Source provenance. Miira records the Lead Source against each Contact Record. The Customer must not remove, alter or obscure that record.

9.5 Miira makes no assessment. Miira does not assess, and makes no representation as to, whether any particular use of a Contact Record complies with Privacy Law or with any Lead Source’s terms. Clause 42.4 applies.

10. LEAD DATA AND LEAD SOURCES

10.1 Ingestion. The Platform ingests, normalises, deduplicates, routes and stores Lead Data from Lead Sources configured by the Customer. Miira does not select Lead Sources, does not procure Lead Data, and is not a supplier of leads.

10.2 No direct portal agreements. The Customer acknowledges and agrees that:

1. Miira does not hold a direct agreement with any Property Portal in respect of the Customer’s Lead Data;

2. Lead Data from a Property Portal flows to the Platform under and by reference to the Customer’s own account, subscription and credentials with that Property Portal;

3. the Customer must hold and maintain its own current subscription with each Property Portal from which it wishes to receive Lead Data, and must not permit that subscription to lapse while relying on the integration;

4. the Customer is solely responsible for authorising Miira as a recipient of its Lead Data, and for ensuring that authorisation is permitted by its agreement with the Property Portal;

5. Miira gives no representation, warranty or commitment as to the availability, continuity, completeness, latency or format of any Property Portal feed, and may modify, suspend or discontinue any Property Portal integration at any time.

10.3 Customer warranties — Lead Sources. The Customer represents and warrants that, in respect of every Lead Source it connects, configures or uses, and every item of Lead Data it submits:

1. it is entitled under its agreement with that Lead Source to receive the Lead Data and to have it processed by a third-party technology provider;

2. the Lead Data was collected lawfully and in accordance with APP 3;

3. each individual has been given a collection notice complying with APP 5 disclosing the purposes of collection and the types of entities to which their information may be disclosed;

4. where Lead Data will be used to send Commercial Electronic Messages, the individual has given consent satisfying the Spam Act, and the Customer holds records evidencing the date, time, method and content of that consent;

5. the Lead Data was not purchased, rented, leased, scraped, harvested, appended or acquired from any third-party list vendor or data broker;

6. the Lead Data was not obtained from a public source, social media platform or professional network in circumstances where such collection would breach that source’s terms or any law.

10.4 Prohibited lists. The Customer must not upload to the Platform, or send any communication using, a contact list that is purchased, rented, leased, scraped, harvested, appended, co-registered or otherwise obtained from a third party without the individual’s consent to receive communications from the Customer. This is a fundamental term. Breach entitles Miira to suspend under clause 31 immediately and without prior notice.

10.5 Flow-down of Lead Source terms. The Customer acknowledges that Lead Sources commonly impose restrictions on the use, retention period, onward disclosure, enrichment, re-marketing, syndication and display of Lead Data. Those restrictions bind the Customer directly. Miira:

1. has no obligation to identify, monitor, enforce or advise on such restrictions;

2. makes no representation that any configuration of the Platform complies with them;

3. may disable, modify or restrict any Lead Source integration where required by the Lead Source operator, where that operator’s terms change, or where Miira reasonably believes continued operation would breach those terms.

10.6 No warranty as to Lead Data. Lead Data is provided as received. Miira makes no representation or warranty as to its accuracy, completeness, currency, validity, deliverability, uniqueness, exclusivity or commercial value, and is not liable for any decision made or action taken in reliance on it.

10.7 Deduplication and matching. Where the Platform performs deduplication, duplicate review, identity resolution or record matching, it does so on a best-efforts algorithmic basis. Miira does not warrant that such processes will correctly identify or distinguish between individuals, and the Customer must apply human verification before taking any action of consequence.

10.8 Suppression Records. The Customer must not, and must not permit any Authorised User to:

1. delete, override, reset, suppress or circumvent any Suppression Record;

2. re-import, re-create or duplicate a Contact Record for the purpose of clearing its suppression status;

3. transfer a contact to another Workspace, Account or system for the purpose of avoiding a Suppression Record.

The Customer acknowledges that the Spam Act requires an unsubscribe request to be given effect within five Business Days.

10.9 Do Not Call Register. Where the Platform is used to initiate, schedule, dial or record telephone contact, compliance with the Do Not Call Register Act 2006 (Cth) is the Customer’s sole responsibility, including washing contact lists against the Register at the required intervals and reliance on any applicable exemption. Miira does not perform Do Not Call washing on the Customer’s behalf.

10.10 Retention of Lead Data. The Customer is responsible for determining how long Lead Data should be retained, having regard to APP 11.2 and its own legal obligations, and for configuring the Platform’s retention and purge rules accordingly. Miira does not delete Lead Data on its own initiative except in accordance with clause 33.

11. EMAIL ACCOUNTS AND CALENDAR SYNCHRONISATION

11.1 Authorisation. By connecting an Email Account or calendar, the Customer authorises Miira to access it using the authorisation scopes disclosed at the point of connection, for the purposes of:

1. synchronising correspondence to the relevant Contact Record, lead, Residence or Project;

2. sending, replying to and forwarding messages initiated by an Authorised User;

3. recording delivery, bounce, open, click and reply events;

4. generating summaries, extractions, suggested replies and next actions where the Customer has enabled those features;

5. displaying, creating, updating, cancelling and synchronising appointments and availability;

6. where separately authorised, synchronising contacts.

11.2 Least privilege. Miira will request only those authorisation scopes reasonably necessary for the features the Customer has enabled, and will disclose the scopes requested before authorisation is granted.

11.3 Limited use commitment. In respect of data obtained from an Email Account or connected calendar, Miira will:

1. use that data only to provide and improve user-facing features that are prominent in the Platform interface;

2. not transfer or disclose that data except as necessary to provide the Platform, to comply with law or valid legal process, or in connection with a merger, acquisition or sale of assets, in which case notice will be given to the Customer;

3. not sell that data, and not use it for advertising, profiling or audience-building purposes;

4. not use that data to develop, improve or train any generalised or non-personalised machine learning or generative model, whether Miira’s own or that of any third party, except where the Customer has separately, expressly and in writing opted in;

5. not permit any individual to read that data except: (i) with the Customer’s express consent; (ii) where necessary for security purposes, including investigating abuse or a suspected security incident; (iii) where required to comply with law; or (iv) where the data has been aggregated and de-identified for internal operational purposes.

11.4 Customer warranties — Email Accounts. The Customer represents and warrants that:

1. it owns or lawfully controls each connected Email Account and calendar, or has obtained the informed authorisation of the account owner;

2. it has notified each individual whose account is connected of the connection, the scopes granted, the data that will be synchronised, the purposes, and how to disconnect;

3. it has complied with all applicable workplace surveillance, employee privacy and monitoring laws, including where relevant the Workplace Surveillance Act 2005 (NSW) and the Surveillance Devices Act 1999 (Vic);

4. it has a lawful basis for Miira’s processing of correspondence relating to third parties within the account, including counterparties, purchasers, solicitors, financiers and other agents;

5. it will not connect an account it knows to contain legally privileged material, health information or other Sensitive Information without first configuring the Platform’s available exclusion controls.

11.5 Scope of synchronisation. The Customer acknowledges that mailbox synchronisation may capture correspondence unrelated to any lead or property matter, and is responsible for configuring available filters, folder restrictions, domain allow-lists and exclusion rules to limit synchronisation to the intended scope.

11.6 Disconnection. The Customer, an Administrator or the account owner may disconnect at any time. Miira will cease accessing the account within 24 hours of disconnection. Communications Data already synchronised remains within the Workspace as Customer Data unless deletion is requested under clause 33.

11.7 Provider controls. The Customer’s Google Workspace or Microsoft 365 administrator may restrict, condition or revoke Miira’s access through their own administrative console at any time. Miira is not liable for any loss of functionality, synchronisation gap, data inconsistency or service interruption resulting from such action.

12. OUTBOUND COMMUNICATIONS

12.1 Customer is the sender. For the purposes of the Spam Act and all other applicable law, the Customer is the sender of, and is solely responsible for, every Commercial Electronic Message sent through the Platform, by any channel including email, SMS and WhatsApp. Miira provides transmission infrastructure only and does not author, approve, review or authorise the content of any message.

12.2 Compliance obligations. The Customer must ensure that every Commercial Electronic Message sent through the Platform:

1. is sent only with the express or inferred consent of the recipient, in accordance with the Spam Act;

2. clearly and accurately identifies the Customer as the sender and includes accurate contact details that remain accurate for at least 30 days after sending;

3. includes a functional, prominent, low-cost unsubscribe or opt-out facility that operates for at least 30 days after sending and does not require the recipient to log in, provide additional information, or pay any amount beyond the usual cost of transmission;

4. does not use a misleading or deceptive sender name, subject line, header, preview text, reply-to address or link;

5. complies with the Australian Consumer Law in relation to any representation about price, availability, area, configuration, timing, returns or investment outcome.

12.3 Domain authentication. Where the Customer sends from its own domain, the Customer must implement and maintain SPF, DKIM and DMARC records as directed by Miira, and must not remove or modify them in a way that impairs authentication. Miira may refuse to send from a domain that is not correctly authenticated.

12.4 Sending reputation is shared. The Customer acknowledges that sending reputation, deliverability, and IP, domain and sender-ID standing are shared resources across Miira’s customer base, and that conduct by one customer can materially harm every other customer. The rights in clauses 12.5 and 36 are reasonably necessary to protect Miira’s legitimate interests and those of its other customers.

12.5 Sending thresholds and throttling. Miira may set, publish and enforce reasonable thresholds for hard and soft bounce rates, spam complaint rates, unsubscribe rates, sending volume, velocity and burst rate, recipient list growth rate, and spam-trap hits. Where a Customer exceeds a published threshold, Miira may throttle, queue, pause or suspend sending for that Account. Miira will notify the Customer of the reason and the remediation required, and will restore normal sending promptly once the issue is remediated. Where the breach presents an immediate risk to Miira’s sending infrastructure, Miira may act first and notify immediately afterwards.

12.6 SMS. Where the Platform supports SMS:

1. the Spam Act applies to SMS in the same way as to email, and clause 12.2 applies accordingly;

2. the Customer must include a functional opt-out mechanism in each message and must honour “STOP” and equivalent replies;

3. the Customer must comply with all requirements of the relevant carrier and of any sender ID or short code registration regime;

4. the Customer must not send SMS outside the hours permitted by applicable telemarketing standards.

12.7 WhatsApp. Where the Platform supports messaging through WhatsApp:

1. the Customer acknowledges that WhatsApp messaging is provided through the WhatsApp Business Platform operated by Meta, and that Meta’s applicable terms, commerce policies, business messaging policies and template approval requirements bind the Customer directly;

2. the Customer must obtain and record opt-in consent from each recipient in the form Meta requires, in addition to consent satisfying the Spam Act;

3. the Customer must not use WhatsApp to send any message of a category prohibited by Meta’s policies;

4. the Customer is responsible for all message template submissions and for the accuracy of their content;

5. Miira may suspend WhatsApp messaging where Meta restricts, rate-limits, downgrades the quality rating of, or suspends the Customer’s WhatsApp business account or Miira’s access, and is not liable for any resulting loss of functionality;

6. the Customer acknowledges that Meta applies its own quality and blocking metrics, and that repeated recipient blocks or reports may result in permanent loss of WhatsApp messaging capability which is outside Miira’s control.

12.8 Messenger. Messenger is provided for internal communication between Authorised Users and project team members. The Customer acknowledges that Messenger content is Customer Data, may be discoverable in litigation or regulatory investigation, and is retained until deleted by the Customer or in accordance with clause 33. Messenger must not be used to circumvent any Suppression Record or to communicate with a Prospect.

12.9 No relief from indemnity. Nothing in this clause 12 limits the Customer’s indemnity under clause 42.4.

13. TELEPHONY, RECORDING AND TRANSCRIPTION

13.1 Availability. Call logging, click-to-dial, call tracking, call recording and appointment capture are provided through Connected Services operated by third-party telephony and transcription providers.

13.2 Default off. Automatic recording and transcription of calls, appointments and meetings is disabled by default and must be expressly enabled by an Administrator.

13.3 Recording is a regulated act. The Customer acknowledges that the recording of telephone conversations and in-person meetings is regulated by State and Territory surveillance devices, listening devices and workplace surveillance legislation; that the requirements differ materially between jurisdictions; and that in several jurisdictions the consent of all parties to a private conversation is effectively required before it may be recorded.

13.4 Customer responsibility. Before enabling or using the feature, and on a continuing basis, the Customer must:

1. determine whether recording is lawful in each jurisdiction in which the Customer, its Authorised Users and the other participants are located;

2. obtain and record every consent required by law;

3. configure and use the Platform’s pre-call and in-meeting disclosure prompts to give the required notification;

4. disable the feature where the required consents cannot be obtained;

5. comply with all applicable workplace surveillance obligations in respect of any Authorised User who participates in a recorded call or meeting.

13.5 Automatic operation. The Customer acknowledges that once enabled the feature operates automatically, and that the Customer is responsible for ensuring consent is in place before each recorded interaction rather than after it.

13.6 Miira makes no determination. Miira does not determine, advise on, or warrant the lawfulness of any recording. Default or available settings within the Platform are not a representation of legality. Clause 42.4 applies.

13.7 Retention. Recordings and transcripts are retained for the period configured by the Customer, with a default of 12 months. The Customer is responsible for setting a retention period appropriate to its legal obligations and for deleting recordings on request.

13.8 Transcripts. Transcripts, summaries, action items and stock-interest tags generated from a recording form part of Communications Data. Clause 19 applies to their generation.

14. MULTI-PARTY WORKSPACES AND DATA ENTITLEMENT

14.1 Workspace Controller. Each Workspace has a Workspace Controller, nominated in the Agreement Form or, failing nomination, the Customer.

14.2 Miira acts on the Workspace Controller’s instructions. In relation to the export, bulk transfer, restriction, deletion or transfer of control of Customer Data within a Workspace, Miira will act only on the instructions of the Workspace Controller.

14.3 Disputes between parties. Where a developer, project marketing agency, sales agency, joint venture participant, financier or other party asserts an entitlement to Customer Data within a Workspace:

1. that dispute is a matter between those parties and does not involve Miira;

2. Miira has no obligation to determine, adjudicate or investigate the competing entitlements;

3. Miira may, acting reasonably, decline to act on any instruction and may freeze export, transfer and deletion in respect of the affected Customer Data, until it receives either a joint written instruction executed by all parties asserting an entitlement, or an order of a court or tribunal of competent jurisdiction;

4. Miira is not liable for any Loss arising from acting, or declining to act, in accordance with this clause.

14.4 Change of Workspace Controller. The Workspace Controller may be changed only by written notice to Miira executed by both the outgoing and incoming Workspace Controller, or by order of a court or tribunal.

14.5 Indemnity. The Customer indemnifies Miira against all Loss arising from any claim by any person asserting an entitlement to Customer Data within a Workspace controlled by the Customer, including where Miira has acted in accordance with clause 14.2.

Drafting note: in project marketing the developer and the appointed agency will both claim the buyer database when the agency is replaced mid-campaign. Without this clause Miira is joined to that dispute and must pick a side. With it, Miira freezes and waits.

15. DATA ROOMS

15.1 What they are. A Data Room is a Miira-hosted portal created by an Authorised User at organisation or project level and shared with a named Prospect, containing Media Assets, Documents, Residence information and project team details selected by the Customer.

15.2 Engagement tracking. Where a Prospect accesses a Data Room, the Platform records engagement events, which may include timestamp, IP address, approximate location derived from IP, device type, sign-ins, assets viewed, documents opened, downloads and dwell time, and makes those events visible to the Customer.

15.3 Customer obligations. The Customer:

1. determines what is published to each Data Room and is solely responsible for its accuracy, currency and legality;

2. must ensure its collection notice under APP 5 discloses that engagement with material shared with the Prospect is recorded;

3. must not share a Data Room link publicly, or with any person other than the intended Prospect and their advisers;

4. must revoke or expire a Data Room when it is no longer required;

5. must not publish to a Data Room any document it is not entitled to disclose, including any document subject to a confidentiality obligation owed to a third party.

15.4 End user terms. Data Rooms are subject to the Miira Data Room Terms of Use published at miira.app/legal/data-room-terms, which govern the relationship between Miira and the Prospect. The Customer must not represent to any Prospect that different terms apply, and must not remove or obscure the link to those terms.

15.5 Accuracy. Pricing, availability, area, configuration and stock status shown in a Data Room are drawn from the Customer’s records. Miira does not verify them. The Customer is responsible for keeping them current and for any representation made to a Prospect in reliance on them.

16. DOCUMENTS AND ELECTRONIC EXECUTION

16.1 Document generation. Where the Platform generates Documents from templates, the Customer is solely responsible for the content, accuracy, completeness and legal effect of those templates and of every Document generated from them. Miira does not provide legal, conveyancing or contractual advice, and no template supplied or hosted by Miira is a representation that it is legally sufficient for any purpose.

16.2 Review before use. The Customer must have every template reviewed by its own legal advisers before use, and must review each generated Document before it is issued.

16.3 Electronic execution. Where the Platform supports electronic execution, whether natively or through a Connected Service:

1. the Customer is responsible for determining whether electronic execution is legally effective for the relevant document and jurisdiction, including under the Electronic Transactions Act 1999 (Cth) and its State and Territory equivalents;

2. certain instruments, including some dealings in land, may require specific execution formalities;

3. Miira makes no representation as to the validity, enforceability, admissibility or evidentiary weight of any electronically executed document;

4. the Customer is responsible for identity verification of signatories.

16.4 Reservations and expressions of interest. Records created within a Deposit Workflow are administrative records only. They do not constitute an offer, acceptance, agreement, option, receipt or binding commitment unless the Customer separately and independently creates one.

16.5 Stock and pricing accuracy. The Customer is solely responsible for the accuracy and currency of stock availability, pricing, area, configuration, inventory status and release information within the Platform, and for any representation made to a purchaser in reliance on it.

17. DEPOSIT WORKFLOWS

17.1 Workflow only. A Deposit Workflow is a documentation, routing, tracking and reconciliation tool only.

17.2 Miira does not hold funds. Miira does not receive, hold, control, direct, disburse or have any authority over any purchaser funds, deposit monies, holding deposits, trust monies or other client monies. All funds move directly between the payer and the Customer’s own account, the Customer’s trust account, or a payment provider with which the Customer contracts directly. No purchaser funds pass through, or are held in, any account controlled by Miira.

17.3 No licensed capacity. Miira is not, and does not hold itself out as, a real estate agent, conveyancer, solicitor, escrow agent, stakeholder, trustee, financial adviser, credit provider, or provider of a financial service or non-cash payment facility. Nothing in the Platform constitutes financial, legal, investment, taxation or valuation advice.

17.4 Customer responsibility. The Customer is solely responsible for compliance with all trust accounting, receipting, auditing, cooling-off, disclosure, vendor statement and licensing obligations applicable to it.

17.5 Payment providers. Where the Customer connects a payment provider, that provider contracts directly with the Customer. Miira does not store full payment card numbers or card verification values.

18. REPORTING AND ANALYTICS

18.1 The Platform generates dashboards, funnel analytics, stage conversion and attrition reporting, activity logs, forecasts and a news feed from Customer Data and third-party sources.

18.2 Outputs reflect the completeness and accuracy of the data available within the Platform. Miira does not warrant that any output is accurate, complete, or suitable for financial reporting, statutory reporting, investor reporting, valuation, or any purpose requiring independent verification.

18.3 The Customer must independently verify any output on which it intends to rely for a purpose of consequence, including reporting to financiers, investors, boards, joint venture partners or regulators.

18.4 Third-party news, market data and property information surfaced within the Platform is provided for general information only, is not verified by Miira, and does not constitute advice.

19. ARTIFICIAL INTELLIGENCE FEATURES

19.1 Scope. This clause applies to all AI Features.

19.2 Decision support only. AI Features are decision-support tools. They do not constitute advice and are not a substitute for professional judgement.

19.3 No model training on Customer Data. Miira will not use Customer Data to develop, improve or train any generalised or non-personalised machine learning or generative model, and contractually requires each AI Sub-processor to do the same. AI processing is scoped to the requesting Customer’s own data and produces outputs only for that Customer. Miira may use Aggregated Data in accordance with clause 8.8.

19.4 Human oversight. The Customer must:

1. apply meaningful human review to every AI output before acting on it;

2. not use an AI output as the sole basis for any decision that has a legal or similarly significant effect on an individual;

3. review, edit and approve any AI-drafted communication before it is sent;

4. not represent an AI output to any third party as having been verified by Miira.

19.5 Stock extraction. Where the Platform extracts data from a floor plan or other document — including bedroom and bathroom counts, internal, external and total areas, orientation, aspect, status and indicative price — that extraction is produced by an automated model and may be inaccurate or incomplete. The Customer must:

1. review and verify every extracted value before it is published, presented to a Prospect, included in a stocklist or Data Room, or used in any marketing material or contractual document;

2. not represent to any person that extracted data has been verified by Miira.

19.6 Consequences of misstatement. The Customer acknowledges that a misstatement of area, configuration, orientation, price or availability in material presented to a purchaser may constitute misleading or deceptive conduct under the Australian Consumer Law, and that responsibility for the accuracy of all such representations rests solely with the Customer.

19.7 Accuracy generally. AI outputs may be inaccurate, incomplete, outdated, biased or fabricated. The Customer accepts this risk and remains responsible for all outputs it adopts, publishes or transmits.

19.8 Transparency. Miira discloses in its Privacy Policy the kinds of Personal Information used by automated decision-making features and the kinds of decisions made using them, consistent with the automated decision-making transparency requirements of the Privacy Act commencing 10 December 2026.

19.9 Disabling. The Customer may disable AI Features through the Platform’s configuration settings, in which case Miira has no obligation to provide any functionality dependent on them.

20. AI AUGMENTATIONS AND GENERATED MEDIA

20.1 Scope. This clause applies to AI Augmentations, including render animation, fly-through generation, 3D model processing and soundscape generation.

20.2 Derivative works — Customer warranties. The Customer acknowledges that an AI Augmentation creates an adaptation or derivative work of the underlying Media Asset. The Customer represents and warrants that, in respect of every Media Asset it submits for AI Augmentation, it holds:

1. the right to reproduce and adapt the work, and to authorise Miira to do so;

2. all necessary consents in respect of moral rights, including the right of integrity of authorship, or a written consent to the treatment;

3. where the Media Asset was created by an architect, CGI studio, photographer, videographer, animator or agency, that party’s express permission to create derivative works.

20.3 A use licence is not an adaptation licence. The Customer acknowledges that a licence to use a render, film or 3D model in marketing does not ordinarily include a right to adapt it, and that adaptation without permission may infringe copyright and moral rights. The Customer is solely responsible for obtaining the necessary rights before using AI Augmentations.

20.4 Soundscapes and music. Where the Customer applies a soundscape, audio bed or music to a Media Asset, the Customer is responsible for all rights and licences required for the intended use, including public performance rights where the resulting asset will be played in a display suite, sales office, immersion room or other place open to the public. Miira does not provide, and does not procure, any music or public performance licence.

20.5 Generated content ownership. As between the parties, the Customer owns the output of an AI Augmentation applied to its own Media Asset, subject to the rights of the owner of the underlying work. Miira claims no ownership in it. Miira makes no representation that any AI-generated output is original, non-infringing, or capable of protection by copyright.

20.6 No warranty of fidelity. Miira does not warrant that an AI Augmentation will accurately represent the finished building, fit-out, materials, finishes, outlook, landscaping or surrounds. The Customer is responsible for any disclaimer required to accompany an artist’s impression or animation presented to a purchaser.

21. APIS, INTEGRATIONS AND CONNECTED SERVICES

21.1 API access. Where Miira makes APIs available, use is subject to this Agreement, the published API documentation, and any rate limits, quotas and authentication requirements Miira specifies.

21.2 API restrictions. The Customer must not:

1. exceed published rate limits or attempt to circumvent them, including by distributing calls across multiple credentials;

2. use the API to replicate, mirror or extract the whole or a substantial part of the Platform’s data model or functionality;

3. cache or store API responses beyond what is reasonably necessary for the integration;

4. use the API to create a general-purpose alternative interface to the Platform for use by persons who do not hold a Seat.

21.3 API changes and deprecation. Miira may modify, version or deprecate any API. Miira will give at least 90 days’ notice before deprecating a stable API version, except where a shorter period is required to address a security risk, to comply with law, or in response to a change imposed by a third party.

21.4 Connected Services are third-party services. Connected Services are provided by third parties and are not part of the Platform. Miira does not control them, does not warrant them, and is not responsible for their availability, performance, security, accuracy, pricing or handling of Customer Data.

21.5 Instruction to transmit. By enabling a Connected Service, the Customer instructs Miira to exchange Customer Data with it. Once Customer Data is transmitted to a Connected Service, its handling is governed by the Customer’s agreement with that third party and is outside Miira’s control.

21.6 Third-party terms. The Customer must comply with the terms of each Connected Service it enables and must maintain any subscription, account or licence required to use it.

21.7 Discontinuation. Miira may modify, suspend or discontinue any integration where the Connected Service provider changes, restricts, prices or terminates its API, where continued operation would breach that provider’s terms, or where the integration presents a security risk. Where such a change materially reduces core Platform functionality, clause 48.4 applies.

21.8 Additional terms applicable to specific Connected Services are set out in Schedule 4.

22. AI ASSISTANT AND PROGRAMMATIC ACCESS

22.1 Scope. The Platform provides Model Context Protocol (MCP) interfaces enabling the Customer to connect AI Assistants, including Claude, Gemini and ChatGPT, to query Customer Data and generate reports.

22.2 The Customer’s own AI Assistant is a Connected Service. Where the Customer connects an AI Assistant:

1. the Customer contracts directly with the operator of that AI Assistant, and that operator’s terms and privacy practices govern its handling of any data it receives;

2. the transmission of Customer Data to an AI Assistant is a disclosure by the Customer to a third party, not a sub-processing by Miira. Miira is not a party to, and has no control over, the Customer’s arrangement with that operator, and Schedule 2 does not extend to it;

3. where Customer Data transmitted includes Personal Information, the Customer is responsible for the lawfulness of that disclosure, including compliance with APP 6 and, where the operator processes data outside Australia, APP 8;

4. the Customer is responsible for determining whether the operator uses transmitted data for model training, and for obtaining any contractual protection it requires;

5. Miira gives no representation or warranty as to the accuracy, completeness or appropriateness of any output produced by an AI Assistant.

22.3 Responsibility for agent actions. The Customer is responsible for every action taken by a connected AI Assistant as if it were an act of an Authorised User.

22.4 Seat scoping. The Customer must ensure that a connected AI Assistant:

1. operates only within the permissions of the Seat or credential under which it authenticates;

2. is not used to provide access to the Platform, or to Customer Data within it, to any individual who does not hold a Seat of the applicable type;

3. is not used to exceed Plan Entitlements or to circumvent any entitlement cap, rate limit or licence control;

4. does not extract Customer Data in bulk other than through documented export functionality.

22.5 Competitors. The Customer must not connect an AI Assistant operated by, or hosted on infrastructure controlled by, a competitor of Miira.

22.6 Administrator control. An Administrator may enable or disable AI Assistant connections at Account or Workspace level. Where AI Assistant connections are disabled, Miira has no obligation to provide any dependent functionality.

22.7 Suspension. Miira may suspend or revoke programmatic or MCP access where it reasonably believes the access is being used in breach of this clause, is degrading Platform performance, or presents a security risk.

23. APPLICATIONS

23.1 Desktop and web. The Platform is provided through a web application and a desktop application. The Customer must keep the desktop application reasonably current, and Miira is not required to support versions more than two major releases behind the current release.

23.2 iOS application. The Miira iOS application is licensed, not sold, and its use is additionally subject to the Apple Media Services Terms and Conditions and Apple’s standard end user licence terms.

23.3 Apple provisions. As between Miira and Apple Inc.:

1. this Agreement is between the Customer and Miira only, and Apple is not a party;

2. Miira, not Apple, is solely responsible for the application and its content;

3. Apple has no obligation to provide maintenance or support for the application;

4. if the application fails to conform to any applicable warranty, the Customer may notify Apple and Apple may refund the purchase price; to the maximum extent permitted by law Apple has no other warranty obligation;

5. Miira, not Apple, is responsible for addressing any claim relating to the application, including product liability, non-conformity with legal requirements, and consumer protection claims;

6. Miira, not Apple, is responsible for the investigation, defence, settlement and discharge of any third-party intellectual property infringement claim relating to the application;

7. Apple and its subsidiaries are third-party beneficiaries of this clause 23.3 and may enforce it against the Customer.

23.4 Casting and offline access. Where the Platform casts to, or caches Customer Data on, a device including a phone, tablet, commercial display, media player or office television, the Customer must:

1. ensure each device is secured with device-level authentication and, where the device supports it, full-disk encryption;

2. enable remote wipe capability where available;

3. ensure devices are not accessible to persons who are not Authorised Users;

4. secure any network to which a casting device is connected;

5. notify Miira immediately of any lost, stolen or compromised device holding cached Customer Data.

23.5 The Customer is responsible for all Customer Data cached on or displayed by devices under its control, and Miira is not liable for unauthorised access to it.

24. SEPARATE AGREEMENTS

24.1 Display Suite Agreement. Suite design, hardware procurement and supply, immersion room configuration, delivery, installation, networking, commissioning and ongoing suite support are not supplied under this Agreement. Where the Customer acquires any of those goods or services from Miira, they are supplied under a separate Display Suite Agreement.

24.2 PROPGEN PTY LTD (Forge Studio).

(a) Services not supplied under this Agreement. Creative, brand, campaign, digital, architectural CGI, film, photography, copywriting, display suite content, performance marketing and related agency services supplied by PROPGEN PTY LTD (ABN 38 647 480 386), trading as Forge Studio, are not supplied under this Agreement. Where the Customer engages PROPGEN, it does so under a separate PROPGEN Agreement between the Customer and O.

(b) Disclosure of common interest. Miira discloses to the Customer that Miira and PROPGEN have one or more common ultimate owners and one or more common directors or officers. The Customer acknowledges that disclosure. Miira makes no representation that PROPGEN’s services are competitively priced, are supplied on arm's-length terms, or are the most suitable available to the Customer, and the Customer should make its own enquiries and obtain competing proposals before engaging PROPGEN.

(c) No recommendation and no obligation. Nothing in the Platform, in any Agreement Form, or in any communication from Miira constitutes advice or a recommendation to engage PROPGEN. The Customer is under no obligation to engage PROPGEN, and engaging or declining to engage PROPGEN does not affect the Customer's rights, entitlements, pricing or service levels under this Agreement.

(d) Rights in creative works — adaptation. Where a Media Asset is produced by PROPGEN, the Customer's rights in that Media Asset are governed by the PROPGEN Agreement and not by this Agreement. The Customer acknowledges that a licence to use a Media Asset is not a licence to adapt it, and that clause 20.3 applies to Media Assets produced by PROPGEN in the same way as to any other Media Asset. Before submitting any PROPGEN-produced Media Asset for AI Augmentation, the Customer must satisfy itself that the PROPGEN Agreement grants the necessary reproduction, adaptation and moral rights consents. The warranties in clauses 20.2 and 39.7 apply without modification, and the fact that a Media Asset was produced by a related entity of Miira does not reduce, satisfy or qualify them.

(e) No access to Customer Data. Common ownership does not give PROPGEN any right of access to Customer Data. PROPGEN is not a Sub-processor, and Miira will not disclose Customer Data to PROPGEN, unless PROPGEN is expressly listed in the register referred to in Schedule 2 clause 4.1 or the Customer instructs the disclosure in writing. Where the Customer engages PROPGEN and grants it a Partner Seat, that access is granted, scoped and revoked by the Customer under clause 6.6, and PROPGEN holds it in its capacity as the Customer's service provider and not as a related entity of Miira.

(f) Confidentiality. Miira and PROPGEN owe separate confidentiality obligations. Disclosure of Confidential Information to one is not disclosure to the other, and clause 38 does not permit Miira to disclose the Customer's Confidential Information to PROPGEN.

(g) No agency and no authority. Neither Miira nor PROPGEN is the agent, partner or representative of the other, and neither may bind the other. Any statement made by PROPGEN personnel concerning the Platform — including as to functionality, availability, roadmap, entitlements, pricing or service levels — is not a representation, warranty or commitment by Miira, and clause 3.6 applies to it.

(h) Bundled proposals. Where the Platform is referred to, quoted or included within a proposal, scope of works, campaign budget or invoice issued by PROPGEN, the Platform is nonetheless supplied only under this Agreement and an Order Form accepted by Miira. These Terms prevail over any inconsistent term in any PROPGEN document, and clause 3.3 applies to any procurement terms attached to it.

(i) Disputes. A dispute between the Customer and PROPGEN is not a dispute under this Agreement, does not entitle the Customer to withhold or set off Fees, and does not suspend either party's obligations. Clause 51 does not apply to it.

(j) Other related entities. Paragraphs (b) to (i) apply equally to any other entity under common ownership or control with Miira from which the Customer acquires goods or services.

24.3 This Agreement does not govern them. This Agreement does not apply to the supply of any goods or of any installation, commissioning or on-site service. No provision of this Agreement, including the warranties in clause 41, the indemnities in clause 42 and the limitation of liability in clause 43, extends to a Display Suite Agreement, and no provision of a Display Suite Agreement extends to this Agreement, unless the relevant document expressly says so.

24.4 Independent operation. Except as expressly provided in a Display Suite Agreement:

1. termination or expiry of this Agreement does not terminate a Display Suite Agreement, and termination or expiry of a Display Suite Agreement does not terminate this Agreement;

2. breach of one is not breach of the other;

3. Fees under one are not set off against amounts under the other;

4. the limitation of liability in clause 43 is calculated by reference to Fees paid under this Agreement only, and excludes any amount paid under a Display Suite Agreement.

24.5 Interdependence acknowledged. The Customer acknowledges that hardware supplied under a Display Suite Agreement is configured to run the Platform, and that its intended functionality depends on a current subscription under this Agreement. Miira is not liable under this Agreement for any Loss arising from that interdependence, including where hardware ceases to display Customer Data because this Agreement has ended or been suspended.

24.6 Customer devices. Clause 23.4 applies to every device on which the Platform is displayed or Customer Data is cached, whether or not that device was supplied under a Display Suite Agreement.

25. PROFESSIONAL SERVICES

25.1 Miira may provide Professional Services under an Agreement Form or statement of work, subject to Schedule 5.

25.2 Unless a statement of work expressly provides otherwise, Professional Services are provided on a time-and-materials basis, and any estimate of effort, cost or timing is an estimate only.

25.3 Miira owns all Intellectual Property Rights in all methodologies, tools, templates, configurations and deliverables created in the course of Professional Services, and grants the Customer a licence to use them solely in connection with its use of the Platform during the Subscription Term.

25.4 CRM migration and data migration. Where Miira migrates data from another system:

1. the Customer is responsible for the accuracy, completeness, quality, lawfulness and licensing of all source data;

2. the Customer warrants it is entitled to extract the source data from the source system and to have it processed by Miira;

3. the Customer must validate the migrated result and notify Miira of any discrepancy within 20 Business Days;

4. the Customer must retain its own complete copy of the source data until migration has been validated and accepted, and Miira is not liable for any data loss where the Customer has failed to do so.

25.5 Complimentary onboarding. Where an Agreement Form or published Plan includes complimentary onboarding, its scope and limits are set out in Schedule 6 clause 4. Complimentary onboarding is provided as a courtesy, is not a deliverable, is not subject to an acceptance process, and expires if not used within the period stated in Schedule 6.

26. TRIALS, SANDBOX AND BETA FEATURES

26.1 As is. Any free trial, sandbox, non-production environment, proof of concept, pilot or Beta Feature is provided as is, without warranty of any kind, without the service levels in Schedule 3, and without any support commitment.

26.2 Liability. Notwithstanding clause 43, Miira’s aggregate liability arising from or in connection with any free trial, sandbox environment or Beta Feature is limited to AUD $100.

26.3 Changes and withdrawal. Miira may modify, restrict, suspend or discontinue any Beta Feature or trial at any time, and may decline to make a Beta Feature generally available.

26.4 Trial data. Where a trial expires without conversion to a paid subscription, Miira may delete all data entered during the trial after giving at least 14 days’ notice and an opportunity to export.

26.5 Feedback and confidentiality. Beta Features are provided on the basis that the Customer will provide reasonable feedback. Clause 39.3 applies to that feedback. Beta Features, and all information concerning them, are Miira’s Confidential Information.

27. FEES, INVOICING AND TAXES

27.1 Fees. The Customer must pay all Fees stated in the Agreement Form. All Fees, and all prices published by Miira, are exclusive of GST.

27.2 Invoicing. Unless the Agreement Form states otherwise:

1. subscription Fees for monthly Plans are invoiced monthly in advance;

2. subscription Fees for annual Plans are invoiced annually in advance;

3. Add-On Entitlements are invoiced with the next subscription invoice, charged pro rata from the date of activation;

4. Professional Services are invoiced in accordance with the relevant statement of work.

27.3 Payment terms. Invoices are payable of the date of issue, without set-off, counterclaim, deduction or withholding of any kind except as required by law.

27.4 Payment method. Payment must be made by direct debit, credit card or electronic funds transfer as specified on the Agreement Form. Where payment is by card or direct debit, the Customer authorises Miira to charge the nominated method for all amounts as they fall due, and must keep the details current.

27.5 Disputed invoices. Where the Customer disputes an invoice in good faith, it must notify Miira in writing within 10 Business Days of receipt, specifying the disputed amount and the basis of the dispute, and must pay the undisputed balance by the due date. The parties will resolve the dispute in accordance with clause 51.

27.6 Late payment. Where any amount remains unpaid after its due date, Miira may:

1. charge interest on the overdue amount at the Reserve Bank of Australia cash rate plus 4% per annum, calculated daily from the due date until payment;

2. recover its reasonable costs of collection, including debt recovery agency fees and legal costs;

3. suspend access in accordance with clause 31, provided Miira has given at least 10 Business Days’ written notice and the amount is not the subject of a good-faith dispute notified under clause 27.5.

27.7 No refunds. Except where expressly provided in this Agreement or required by law, all Fees are non-refundable and all payment obligations are non-cancellable.

27.8 Fee increases.

1. Monthly Plans. Miira may vary Fees on at least 60 days’ written notice, effective from a billing month commencing after the notice period. The Customer may cancel before the change takes effect.

2. Annual Plans. Miira may vary Fees with effect from the commencement of a Renewal Term on at least 60 days’ written notice before the end of the then-current Term. Fees will not increase during an annual Term except where the Customer adds entitlements.

3. Where an increase exceeds the greater of 8% and CPI plus 5%, the Customer may terminate effective at the end of the then-current Term by giving notice within 30 days of Miira’s notice.

27.9 GST.

1. Terms used in this clause have the meanings given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

2. Unless expressly stated otherwise, all amounts payable under this Agreement are exclusive of GST.

3. Where a party makes a taxable supply under this Agreement, the recipient must pay, in addition to the consideration, an amount equal to the GST payable, at the same time as the consideration, subject to the supplier providing a valid tax invoice.

4. Where a party must reimburse an expense, the amount to be reimbursed is net of any input tax credit available.

27.10 Other taxes. The Customer is responsible for all taxes, duties, levies, tariffs and government charges arising in connection with this Agreement, other than taxes on Miira’s net income.

27.11 Withholding. If the Customer is required by law to withhold or deduct any amount, it must gross up the payment so that Miira receives the amount it would have received had no withholding been required.

27.12 Purchase orders. Where the Customer requires a purchase order number to process payment, it must provide it before the due date. Absence of a purchase order does not excuse or delay payment. Clause 3.3 applies to any terms contained in a purchase order.

28. ENTITLEMENTS, NOTIFICATION AND OVERAGE

28.1 Plan Entitlements. The Customer's Plan Entitlements are set out in the Agreement Form and Schedule 6.

28.2 Visibility. Miira makes the Customer's current usage against each Plan Entitlement visible within the Platform settings at all times.

28.3 Notification. Miira will notify the Customer's Administrators, by in-product notification and by email, once usage of a Plan Entitlement has been reached or exceeded. The notification will identify the entitlement concerned, the Customer's current usage against it, and the options available to the Customer under clause 28.4.

28.4 Options on reaching or exceeding an entitlement. On receiving a notification under clause 28.3, the Customer may:

(a) upgrade — change its Plan or purchase Add-On Entitlement through the Platform's self-service settings, effective immediately and charged pro rata for the remainder of the then-current billing period; or

(b) contact Miira customer service — to discuss the options available to it, including a change of Plan, the purchase of Add-On Entitlement, a bespoke arrangement, or a reduction in usage; or

(c) take no action — in which case clause 28.5 applies.

28.5 Soft cap. Where the Customer takes no action under clause 28.4, Miira will restrict the addition of further units of the affected entitlement only. The Customer retains full access to the Platform and to all Customer Data already within it. Miira will not:

(a) upgrade the Customer's Plan automatically;

(b) charge the Customer for a higher Plan without the Customer's agreement;

(c) suspend the Account;

(d) restrict access to, or delete, any Customer Data.

28.6 Restriction lifts automatically. A restriction applied under clause 28.5 is removed automatically, and at no charge, as soon as the Customer's usage of the affected entitlement falls below the Plan Entitlement — whether because the Customer has archived a Project, designated Contact Records as Non-Marketing, removed Seats, or because a monthly metered entitlement has reset. The Customer is not required to contact Miira, or to upgrade, in order for the restriction to be lifted.

28.7 Persistent material excess. Some entitlements cannot be technically capped without restricting access to Customer Data already in the Platform, and are therefore not subject to the restriction in clause 28.5. Those entitlements are identified in Schedule 6. Where the Customer's usage of such an entitlement exceeds it by more than 20% in each of three consecutive calendar months following notification under clause 28.3, Miira may charge for the excess at the Add-On Entitlement rates in Schedule 6 on 30 days' written notice. During that notice period the Customer may reduce usage below the entitlement or terminate without penalty.

28.8 Downgrades. The Customer may reduce its Plan or Add-On Entitlements at any time through the Platform's self-service settings. Reductions take effect from the next billing date. No refund is payable for the balance of the current billing period.

28.9 No ratchet. For the avoidance of doubt, nothing in this Agreement permits Miira to place the Customer on a higher Plan, or at a higher entitlement level, without the Customer's express agreement, or to prevent the Customer from reducing its Plan or entitlements with effect from the next billing date.

29. USAGE VERIFICATION

29.1 Miira may monitor usage to verify compliance with Plan Entitlements, including by reference to authentication events, concurrent sessions, device identifiers, IP ranges and access patterns.

29.2 Where Miira reasonably believes a Seat is being shared, rotated between concurrent individuals, or used by a person who is not the named Authorised User, or that an AI Assistant is being used contrary to clause 22.4, Miira may notify the Customer and require it to:

1. confirm in writing the identity of each individual using each Seat; and

2. purchase sufficient Seats to cover actual usage, effective from the date the excess usage commenced.

29.3 Miira may, on 20 Business Days’ written notice and not more than once in any 12-month period unless a prior verification revealed under-licensing, require the Customer to provide a written certification signed by an officer of the Customer confirming the number of Authorised Users by Seat type and the number of Active Projects.

29.4 Where verification reveals usage exceeding entitlement, the Customer must within 20 Business Days:

1. pay for the excess for the period during which it occurred, at Add-On Entitlement rates without the benefit of any discount in the Agreement Form; and

2. either purchase sufficient entitlement or reduce usage to the licensed level.

29.5 Where the excess exceeds 10% of the entitlement, the Customer must also reimburse Miira’s reasonable costs of verification.

29.6 Persistent or deliberate circumvention of Seat limits, including systematic credential sharing or the use of an AI Assistant to provide access to persons without a Seat, is a material breach for the purposes of clause 32.1(b).

30. TERM, RENEWAL AND CANCELLATION

30.1 Commencement. This Agreement commences on the Effective Date and continues until terminated in accordance with clause 37.

30.2 Monthly Plans. Where the Agreement Form specifies monthly billing, the subscription continues month to month. Each billing month renews automatically on the monthly anniversary of the Effective Date.

30.3 Cancellation of a Monthly Plan. The Customer may cancel at any time through the Platform’s self-service settings or by written notice. Cancellation takes effect at the end of the then-current paid month. Access continues until that date. No refund is payable for the balance of the month.

30.4 Annual Plans. Where the Agreement Form specifies an annual Term, the subscription continues for 12 months and renews automatically for successive 12-month Renewal Terms unless either party gives written notice of non-renewal at least 30 days before the end of the then-current Term.

30.5 Renewal notice — Annual Plans. Miira will notify the Customer in writing at least 45 days before the end of each annual Term, stating the renewal date, the Fees applicable to the Renewal Term, and how to give notice of non-renewal.

30.6 Cancellation must be simple. For both Monthly and Annual Plans, Miira will make cancellation available through the same or a substantially similar process as subscribing. Miira will not require the Customer to telephone Miira, engage with a retention process, complete a form more onerous than the process for subscribing, or take any step disproportionate to the cancellation.

31. SUSPENSION

31.1 Grounds. Miira may suspend all or part of the Customer’s access where:

1. there is a genuine and material threat to the security, integrity or availability of the Platform, Customer Data, or the data of any other customer;

2. the Customer or an Authorised User has breached clause 5.4, clause 10.4, clause 12, clause 21.2, clause 22 or Schedule 1 in a manner causing or likely to cause harm to Miira, another customer, or any third party;

3. continued provision would, or would be likely to, breach a law, a court order, or the terms of a Connected Service on which the Platform depends;

4. Fees remain unpaid following notice under clause 27.6(c);

5. an Insolvency Event occurs in relation to the Customer;

6. suspension is required to prevent or mitigate damage to Miira’s sending reputation or infrastructure under clause 12.5.

31.2 Notice and proportionality. Miira will, where practicable, give prior notice and an opportunity to remedy, and will limit any suspension to the narrowest scope and shortest duration reasonably necessary. Where prior notice is not practicable because immediate action is required, Miira will notify the Customer as soon as practicable afterwards.

31.3 Partial suspension. Miira will, where technically practicable, suspend only the affected functionality, Workspace or Authorised User rather than the whole Account.

31.4 Restoration. Miira will restore access promptly once the cause of suspension has been resolved to Miira’s reasonable satisfaction.

31.5 Fees during suspension. Suspension does not relieve the Customer of its obligation to pay Fees, except where the suspension is subsequently found not to have had a basis under clause 31.1, in which case Miira will credit Fees for the period of suspension.

32. TERMINATION

32.1 Termination for cause. Either party may terminate this Agreement, or any affected Agreement Form, immediately by written notice if the other party:

1. commits a material breach capable of remedy and fails to remedy it within 20 Business Days of written notice specifying the breach and requiring its remedy;

2. commits a material breach not capable of remedy, including a breach described in clause 5.5 or clause 29.6;

3. suffers an Insolvency Event;

4. is subject to a Force Majeure Event continuing for more than 60 consecutive days.

32.2 Termination by Miira for convenience. Miira may terminate this Agreement for convenience by giving at least 90 days’ written notice, in which case Miira will refund a pro-rata portion of prepaid Fees for the unexpired period.

32.3 Termination by Customer for convenience. The Customer may terminate in accordance with clause 30.3 or 30.4. The Customer has no right to terminate an annual Term for convenience during that Term, and no refund of prepaid Fees is payable on any such termination.

32.4 Change of control. Miira may terminate on 30 days’ written notice where control of the Customer passes to a person that is a competitor of Miira, in which case Miira will refund a pro-rata portion of prepaid Fees.

32.5 Effect of termination. On termination or expiry:

1. all licences granted to the Customer cease immediately;

2. the Customer and its Authorised Users must cease all access to the Platform;

3. all Fees accrued to the date of termination become immediately due and payable;

4. where the Customer terminates under clause 32.1 or Miira terminates under clause 32.2, Miira will refund a pro-rata portion of prepaid Fees for the unexpired Term;

5. where Miira terminates under clause 32.1, Fees for the remainder of the then-current annual Term (if any) become immediately due and payable as a debt;

6. clause 33 applies to Customer Data;

7. each party must return or destroy the other’s Confidential Information, subject to clause 38.5.

32.6 Accrued rights. Termination does not affect any right, remedy, obligation or liability accrued before termination.

32.7 Survival. Clauses 1, 2, 3.3, 3.5, 3.6, 5.2, 8.1, 8.8, 8.9, 10.6, 14, 17, 20.5, 22.2, 27, 29, 32.5, 32.6, 32.7, 33, 38, 39, 42, 43, 45, 46, 50, 51, 52, 53, and any provision which by its nature is intended to survive, survive termination or expiry.

33. DATA EXPORT, RETENTION AND DELETION

33.1 Self-service export during Term. Subject to clause 14.3, the Customer may export Customer Data at any time during the Subscription Term using the Platform’s export functionality, in a structured, commonly used, machine-readable format (currently CSV and JSON, with media in its original uploaded format).

33.2 Export Window. For 14 days after termination or expiry, Miira will retain Customer Data and make it available for export on written request from the Workspace Controller. Clause 14.3 applies where a competing entitlement is asserted.

33.3 Assisted export. Where the Customer requires an export in a format or structure not supported by standard export functionality, Miira will provide it as Professional Services at its then-current rates.

33.4 Fees and export. Miira may require payment of undisputed overdue Fees before providing an assisted export under clause 33.3, but will not withhold self-service export under clause 33.2 on account of unpaid Fees.

33.5 Deletion. Following the Export Window, Miira will delete or irreversibly de-identify Customer Data within a further 30 days, except:

1. where retention is required by law or by a binding order;

2. where retention is reasonably necessary to establish, exercise or defend a legal claim;

3. Suppression Records retained under clause 33.7;

4. Customer Data contained in routine encrypted backups, which will be overwritten in the ordinary course of Miira’s backup cycle and will not be restored to production;

5. Aggregated Data and Usage Data.

33.6 Deletion on request. The Customer may request deletion of specified Customer Data at any time during the Subscription Term, and Miira will action the request within 30 days, subject to clause 14 and to any legal retention obligation.

33.7 Suppression Records. Notwithstanding clause 33.5, Miira may retain the minimum data necessary to give effect to unsubscribe, opt-out and do-not-contact requests, being a hashed identifier, the suppression date and the source of the suppression.

33.8 Certification. On written request made within the Export Window, Miira will provide written confirmation of deletion once completed.

34. SECURITY @Will Truscott

34.1 Security programme. Miira maintains an information security programme comprising technical, physical and organisational measures appropriate to the nature of the Customer Data and the risks presented by its processing.

34.2 Minimum measures. Without limiting clause 34.1, Miira will:

1. encrypt Customer Data in transit using TLS 1.2 or higher and at rest using AES-256 or an equivalent industry standard;

2. store passwords only as salted, irreversible hashes, and encrypt OAuth access and refresh tokens using envelope encryption with keys held in a managed key management service;

3. implement role-based access control and grant access to Customer Data on a least-privilege, need-to-know basis;

4. require multi-factor authentication for all Miira personnel with administrative access to production systems;

5. maintain logical separation of Customer Data between tenants;

6. maintain audit logging of administrative access to production systems, retained for at least 12 months;

7. conduct background checks on personnel with production access, to the extent permitted by law;

8. bind all personnel to written confidentiality obligations and require annual privacy and security training;

9. maintain a documented vulnerability management process including dependency scanning, secrets scanning, code review and timely remediation by severity;

10. engage a qualified independent third party to conduct penetration testing of the Platform at least annually;

11. maintain a documented secure development lifecycle;

12. maintain a documented and tested incident response plan;

13. maintain a documented change management process.

34.3 Data location. Customer Data will be stored in Australia, except where:

1. the Customer enables a Connected Service, AI Assistant or feature that necessarily involves processing outside Australia, which will be disclosed before enablement; or

2. a Sub-processor listed in the register referred to in Schedule 2 processes Customer Data outside Australia, in which case clause 5 of Schedule 2 applies.

34.4 Restricted-scope assessments. Where the Platform accesses restricted API scopes, including mailbox scopes provided by Google or Microsoft, Miira will maintain the independent security assessments, certifications and annual reviews required by the relevant provider as a condition of continued production access.

34.5 Customer security obligations. The Customer must:

1. maintain the security of its own systems, networks, devices and credentials;

2. enable and enforce multi-factor authentication for its Authorised Users;

3. promptly deactivate access for departing personnel;

4. configure Seat types and permission levels appropriately to role;

5. not disable or circumvent any security feature of the Platform;

6. secure any network to which casting or display devices are connected;

7. notify Miira immediately of any actual or suspected compromise of its credentials, devices or systems that could affect the Platform.

34.6 Shared responsibility. The Customer acknowledges that a significant proportion of security risk in a software-as-a-service environment arises from customer-side configuration, credential handling and personnel practices, and that Miira is not responsible for any incident to the extent it arises from the Customer’s failure to comply with clause 34.5.

34.7 No certification representation. Miira does not represent that it holds any particular certification unless expressly stated in writing.

35. BUSINESS CONTINUITY

35.1 Miira maintains a documented business continuity and disaster recovery plan, reviewed at least annually.

35.2 Miira maintains backups of Customer Data on at least a daily basis, retained for at least 35 days, and stored logically separately from the primary production environment.

35.3 Miira’s target recovery point objective is 24 hours and its target recovery time objective is 8 hours for a total service failure. These are targets, not warranties, and are not subject to the service credits in Schedule 3.

35.4 Miira will test its restoration procedures at least annually.

35.5 Continuity on Miira insolvency. Where an Insolvency Event occurs in relation to Miira, Miira will, to the extent within its control, make Customer Data available for export in accordance with clause 33 for a period of not less than 60 days. This clause does not create a trust, charge or proprietary interest over any asset of Miira.

36. SECURITY INCIDENTS AND DATA BREACH @Will Truscott

36.1 Notification. Miira will notify the Customer without undue delay, and in any event within 72 hours, of becoming aware of any unauthorised access to, disclosure of, alteration of, or loss of Customer Data (Security Incident).

36.2 Content of notification. Miira’s notification will include, to the extent then known: the nature and likely cause of the Security Incident; the categories and approximate volume of Customer Data affected; the likely consequences; the measures taken or proposed; and a contact point for further information. Miira will provide updates as further information becomes available.

36.3 Investigation and remediation. Miira will investigate each Security Incident, take reasonable steps to contain and remediate it, and take reasonable steps to prevent recurrence.

36.4 Cooperation. Miira will provide reasonable cooperation and information to enable the Customer to assess whether an eligible data breach has occurred for the purposes of Part IIIC of the Privacy Act and to meet its own notification obligations.

36.5 Notification responsibility. As between the parties, the Customer is responsible for determining whether notification to the Office of the Australian Information Commissioner and to affected individuals is required in respect of Customer Data, and for making that notification, unless the parties agree otherwise in writing.

36.6 No unilateral attribution. Neither party will name, identify or attribute fault to the other in any public statement, media release or breach notification without prior consultation, except to the extent required by law or by a regulator.

36.7 Customer-side incidents. Where a Security Incident arises from compromise of the Customer’s credentials, devices, systems or personnel, the Customer must notify Miira immediately, and Miira’s obligations under this clause are limited to providing reasonable assistance at the Customer’s cost.

37. PRIVACY

37.1 Each party must comply with Privacy Law in respect of its own handling of Personal Information under this Agreement.

37.2 Schedule 2 sets out the data processing terms applicable to Miira’s handling of Customer Data.

37.3 Miira’s handling of Account Data and Usage Data is governed by the Miira Privacy Policy published at [miira.app/legal/privacy-policy].

37.4 The Customer must maintain a current privacy policy complying with APP 1 and must ensure its collection notices comply with APP 5, in each case reflecting the Platform features the Customer has enabled.

37.5 Neither party will do anything that causes the other to breach Privacy Law.

38. CONFIDENTIALITY

38.1 Obligation. Each party must keep the other’s Confidential Information confidential, use it only for the purposes of this Agreement, protect it with at least the degree of care it applies to its own confidential information of like importance and in any event not less than reasonable care, and disclose it only to those of its personnel, professional advisers and Sub-processors who need to know it and who are bound by obligations no less protective.

38.2 Exceptions. The obligations do not apply to information that is or becomes public other than through breach; was lawfully in the receiving party’s possession before disclosure free of any obligation of confidence; is lawfully received from a third party without obligation of confidence; or is independently developed without reference to the disclosing party’s Confidential Information.

38.3 Compelled disclosure. A party may disclose Confidential Information to the extent required by law, a court, a regulator or a stock exchange, provided that where lawful and practicable it gives prior notice and reasonable assistance to seek a protective order.

38.4 Duration. The obligations survive for five years after termination, and indefinitely in respect of Personal Information, source code and trade secrets.

38.5 Retention. A party may retain Confidential Information to the extent required by law or contained in routine archival backups, and the obligations continue to apply for so long as it is retained.

38.6 Equitable relief. Each party acknowledges that damages may be an inadequate remedy for breach of this clause and that the other party is entitled to seek injunctive relief.

39. INTELLECTUAL PROPERTY

39.1 Miira IP. Miira and its licensors own all Intellectual Property Rights in and to the Platform, including all software, source and object code, databases, data models, schemas, algorithms, prompts, machine learning models, user interfaces, designs, documentation, methodologies and know-how, and all modifications, enhancements, configurations and derivative works of any of them, however arising and whoever created them.

39.2 No implied licence. No licence is granted except as expressly stated in clause 5.1.

39.3 Feedback. Where the Customer or any Authorised User provides any suggestion, enhancement request, recommendation, correction, idea or other feedback relating to the Platform, the Customer assigns to Miira all Intellectual Property Rights in that feedback, and agrees Miira may use, disclose, reproduce, licence, distribute, commercialise and exploit it without restriction, attribution, obligation or compensation. This clause grants Miira no right in Customer Data.

39.4 Configurations. All configurations, workflows, playbooks, templates, field structures, pipeline stages, automations, lead routing rules and integrations created within the Platform, whether by Miira or by the Customer, are part of the Platform for the purposes of clause 39.1. The Customer’s content within those structures remains Customer Data.

39.5 Improvements from support. Where Miira develops any improvement, correction or enhancement to the Platform in the course of providing support or Professional Services, Miira owns it, whether or not it was suggested, funded or specified by the Customer.

39.6 Customer materials. The Customer retains ownership of its trade marks, brand assets and creative materials, and grants Miira a licence to use them solely as necessary to provide the Platform and as permitted under clause 40.

39.7 Third-party creative works. Where the Customer uploads renders, films, photography, floor plans, 3D models, fly-throughs, artist impressions, brochures, copy or other creative works, the Customer warrants that it holds all necessary rights, licences and consents — including from architects, CGI studios, photographers, videographers, animators, copywriters and agencies, and including in respect of moral rights — to permit Miira to host, store, transcode, cache, reproduce, adapt and display those works in the course of providing the Platform. Clause 20 applies additionally to AI Augmentations.

40. PUBLICITY AND REFERENCES

40.1 Miira may identify the Customer as a customer of Miira, and may use the Customer’s name and logo for that purpose, on Miira’s website, in sales and marketing materials, in investor materials and in customer lists.

40.2 The Customer may withdraw the permission in clause 40.1 at any time by written notice, and Miira will cease the relevant use within 30 days, save for materials already printed or distributed.

40.3 Any case study, testimonial, quotation, performance statistic, project imagery, press release or joint announcement requires the Customer’s prior written approval, not to be unreasonably withheld or delayed. Miira will provide the exact wording and any figures for approval before publication.

40.4 The Customer must not issue any public statement referring to Miira without Miira’s prior written consent.

41. WARRANTIES

41.1 Mutual. Each party warrants that it has full power and authority to enter into and perform this Agreement, and that doing so does not breach any other agreement binding on it.

41.2 Miira warranties. Miira warrants that:

1. it will provide the Platform and any Professional Services with due care and skill;

2. it will provide the Platform substantially in accordance with the Documentation;

3. it will comply with Schedule 3;

4. it will comply with all laws applicable to it in providing the Platform;

5. it will not knowingly introduce any malicious code into the Platform.

41.3 Exclusive remedy for service defect. Where the Platform fails to conform to clause 41.2(b), Miira will use reasonable efforts to correct the non-conformity. Where it fails to do so within a reasonable period, the Customer may terminate the affected subscription and receive a pro-rata refund of prepaid Fees for the unexpired Term. Subject to clause 41.5, this is the Customer’s sole and exclusive remedy for that non-conformity.

41.4 Disclaimer. Subject to clause 41.5, and to the maximum extent permitted by law:

1. the Platform is provided on an “as is” and “as available” basis;

2. all conditions, warranties, guarantees and terms implied by statute, common law, custom or otherwise are excluded;

3. Miira does not warrant that the Platform will be uninterrupted, timely, secure or free from error or defect;

4. Miira does not warrant that the Platform will meet the Customer’s requirements, achieve any particular result, or generate any particular level of leads, enquiries, appointments, conversions, sales, revenue, cost saving or return;

5. Miira does not warrant the accuracy, completeness or reliability of any Lead Data, third-party data, AI output, forecast or analytic output;

6. Miira does not warrant that use of the Platform will result in compliance by the Customer with any law.

41.5 Australian Consumer Law.

1. Certain rights, guarantees, conditions and warranties conferred by the Competition and Consumer Act 2010 (Cth), including the consumer guarantees in Schedule 2 to that Act, cannot lawfully be excluded, restricted or modified (Non-Excludable Rights).

2. Nothing in this Agreement excludes, restricts or modifies any Non-Excludable Right.

3. To the maximum extent permitted by law, where the goods or services supplied are not of a kind ordinarily acquired for personal, domestic or household use or consumption, Miira’s liability for breach of a Non-Excludable Right is limited, at Miira’s election, to:

4. in the case of services — resupplying the services, or paying the cost of having the services resupplied; and

5. in the case of goods — replacing the goods, supplying equivalent goods, repairing the goods, paying the cost of replacing the goods or acquiring equivalent goods, or paying the cost of having the goods repaired.

6. This clause 41.5 prevails over any other provision of this Agreement to the extent of any inconsistency.

42. INDEMNITIES

42.1 Miira IP indemnity. Miira indemnifies the Customer against all Loss arising from any claim by a third party that the Customer’s use of the Platform in accordance with this Agreement infringes that third party’s Intellectual Property Rights subsisting in Australia.

42.2 Exclusions. Clause 42.1 does not apply to the extent the claim arises from:

1. Customer Data or any material supplied by or on behalf of the Customer;

2. use of the Platform in breach of this Agreement or otherwise than in accordance with the Documentation;

3. combination of the Platform with any product, service, data or system not supplied by Miira, where the claim would not have arisen but for that combination;

4. any Connected Service or AI Assistant;

5. any Beta Feature, trial or free offering;

6. any modification not made by Miira;

7. any AI Augmentation or AI output;

8. the Customer’s continued use after being notified to cease and offered a non-infringing alternative.

42.3 Miira’s options. Where a claim under clause 42.1 arises or is reasonably anticipated, Miira may at its option and cost procure the right for the Customer to continue using the Platform; modify or replace the Platform so that it is non-infringing while materially preserving functionality; or, where neither is commercially reasonable, terminate the affected subscription on notice and refund a pro-rata portion of prepaid Fees. Clauses 42.1 and 42.3 state Miira’s entire liability, and the Customer’s sole remedy, for any claim of intellectual property infringement.

42.4 Customer indemnity. The Customer indemnifies Miira, its Affiliates, and their respective officers, employees and contractors against all Loss arising from or in connection with:

1. any claim that Customer Data, or its collection, use, storage, disclosure or transmission, breaches Privacy Law, infringes any Intellectual Property Right or moral right, or is otherwise unlawful;

2. any breach of clause 8.5, clause 9 (Database and cross-project use), clause 10 (Lead Data and Lead Sources), clause 11.4 (Email Accounts), clause 12 (Outbound Communications), clause 13 (Recording), clause 15.3 (Data Rooms), clause 16 (Documents), clause 20 (AI Augmentations), clause 22 (AI Assistant access), or clause 39.7 (Third-party creative works), or of Schedule 1;

3. any proceeding, investigation, penalty, infringement notice or enforceable undertaking issued by the Australian Communications and Media Authority, the Office of the Australian Information Commissioner, the Australian Competition and Consumer Commission, or any State or Territory regulator, arising from the Customer’s use of the Platform;

4. any claim by an Authorised User, employee, contractor, mailbox owner or call participant arising from mailbox connection, monitoring, call or meeting recording, or the handling of their Personal Information;

5. any dispute described in clause 14.3;

6. any claim arising from the Customer’s use of, or reliance on, an AI output or AI Augmentation;

7. any claim by a Property Portal, advertising platform or other Lead Source arising from the Customer’s use of Lead Data;

8. any claim arising from the Customer’s disclosure of Customer Data to an AI Assistant;

9. use of the Platform in breach of this Agreement.

42.5 Indemnity procedure. In respect of any indemnity under this clause, the indemnified party must notify the indemnifying party promptly on becoming aware of the claim; permit the indemnifying party to assume conduct and control of the defence and settlement using legal advisers of its choosing; provide reasonable assistance at the indemnifying party’s cost; and not make any admission of liability, or settle or compromise the claim, without the indemnifying party’s prior written consent. The indemnifying party must not settle any claim in a manner that imposes a non-monetary obligation on, or admits fault by, the indemnified party without its consent, not to be unreasonably withheld.

42.6 Proportionate reduction. Each indemnity is reduced proportionately to the extent the Loss was caused or contributed to by the indemnified party’s negligence, wilful misconduct or breach of this Agreement.

42.7 Mitigation. Each party must take reasonable steps to mitigate any Loss.

43. LIMITATION OF LIABILITY

43.1 Application. This clause applies to all liability arising under or in connection with this Agreement, whether in contract, tort (including negligence), under statute, in equity or otherwise, and is subject always to clause 41.5.

43.2 Consequential Loss. Neither party is liable to the other for any Consequential Loss, however arising, even if advised of the possibility of it.

43.3 Aggregate cap. Subject to clauses 43.4 and 43.5, the aggregate liability of each party arising under or in connection with this Agreement is limited to the greater of:

1. the total Fees paid or payable by the Customer under this Agreement in the 12 months immediately preceding the first event giving rise to the liability; and

2. AUD $50,000.

43.4 Enhanced cap for security. The cap in clause 43.3 is increased to two times the amount calculated under clause 43.3(a) in respect of liability arising from a Security Incident caused by Miira’s failure to implement or maintain the measures described in clause 34.2.

43.5 Exclusions from the cap. The caps do not apply to:

1. the Customer’s obligation to pay Fees;

2. either party’s liability for fraud, fraudulent misrepresentation or wilful misconduct;

3. either party’s liability for death or personal injury caused by its negligence;

4. the Customer’s indemnity under clause 42.4;

5. the Customer’s breach of clause 5.4 (Restrictions) or clause 39 (Intellectual Property);

6. either party’s breach of clause 38 (Confidentiality);

7. any liability that cannot lawfully be limited.

43.6 Single cap. The caps are aggregate caps across all claims, and are not renewed by successive Agreement Forms, Renewal Terms or multiple claims.

43.7 Time limit. Except in respect of a claim for unpaid Fees or a matter described in clause 43.5(b), (c) or (f), neither party may bring a claim under or in connection with this Agreement more than 12 months after that party became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

43.8 Beta and free offerings. Clause 26.2 prevails over this clause in respect of trials, sandbox environments and Beta Features.

43.9 Third-party matters. Miira is not liable for any Loss arising from:

1. any Connected Service, AI Assistant, Lead Source, Property Portal, telephony provider, messaging provider or payment provider;

2. any act or omission of an Authorised User or Partner Seat holder;

3. the Customer’s failure to comply with clause 34.5;

4. any decision made, or action taken or omitted, in reliance on the Platform, any AI output, any AI Augmentation, any analytic output or any Lead Data;

5. any interruption, degradation or failure of the internet, a telecommunications network, a carrier or a public cloud provider;

6. any Customer Data lost as a result of the Customer’s own deletion, configuration or instruction;

7. lapse, suspension or termination of the Customer’s own account with any Property Portal or Connected Service.

43.10 Reasonableness. The parties acknowledge that the limitations in this clause reflect a reasonable allocation of risk having regard to the Fees payable, the nature of a multi-tenant software-as-a-service offering, and the fact that the Customer controls the data it submits and the uses to which it puts the Platform. The Fees have been set on the basis of these limitations.

44. INSURANCE @Alex Livermore

44.1 Miira will maintain during the Subscription Term, with insurers of good standing:

1. professional indemnity insurance with a limit of not less than AUD $[•] per claim;

2. cyber liability insurance with a limit of not less than AUD $[•] per claim;

3. public liability insurance with a limit of not less than AUD $[•] per occurrence;

4. workers compensation insurance as required by law.

44.2 Miira will provide certificates of currency on reasonable written request, not more than once in any 12-month period.

44.3 The existence of insurance does not limit Miira’s liability under this Agreement beyond the limits in clause 43.

45. COMPLIANCE WITH LAWS

45.1 Each party must comply with all laws applicable to it in connection with this Agreement.

45.2 Customer compliance. Without limiting clause 45.1, the Customer must comply with the Privacy Act and all Privacy Law; the Spam Act; the Do Not Call Register Act 2006 (Cth); the Australian Consumer Law; all applicable real estate agency, conveyancing, licensing and trust accounting legislation; all applicable surveillance devices, listening devices and workplace surveillance legislation; and all applicable anti-money laundering and counter-terrorism financing obligations to which it is subject.

45.3 Anti-bribery. Each party must not offer, promise, give, request or accept any bribe, secret commission or improper benefit, and must comply with all applicable anti-bribery and anti-corruption laws, including Division 70 of the Criminal Code Act 1995 (Cth).

45.4 Sanctions. Each party warrants that it is not, and is not owned or controlled by, a person designated under the Autonomous Sanctions Act 2011 (Cth), the Charter of the United Nations Act 1945 (Cth), or any equivalent regime, and must not use the Platform in a manner that would cause the other party to breach any sanctions law.

45.5 Modern slavery. Each party must take reasonable steps to identify and address modern slavery risks in its operations and supply chains, and must provide the other with information reasonably required for that party’s reporting under the Modern Slavery Act 2018 (Cth).

45.6 Notification. Each party must notify the other promptly on becoming aware of any actual or suspected breach of this clause material to this Agreement.

46. NON-SOLICITATION

46.1 During the Subscription Term and for 12 months afterwards, the Customer must not, without Miira’s prior written consent, directly or indirectly solicit for employment or engagement any person who is or was, in the preceding 12 months, an employee or contractor of Miira with whom the Customer had material contact in connection with this Agreement.

46.2 Clause 46.1 does not prevent the Customer engaging a person who responds to a general public advertisement not specifically targeted at Miira personnel.

46.3 Where the Customer breaches clause 46.1, it must pay Miira, as a genuine pre-estimate of the recruitment and replacement cost incurred, an amount equal to 30% of the relevant person’s first-year total remuneration package.

47. FORCE MAJEURE

47.1 A party is not liable for any failure or delay in performing its obligations (other than an obligation to pay money) to the extent caused by a Force Majeure Event.

47.2 The affected party must notify the other as soon as practicable, describe the event and its expected duration, and use reasonable efforts to mitigate and resume performance.

47.3 Where a Force Majeure Event continues for more than 60 consecutive days, either party may terminate on written notice, and Miira will refund a pro-rata portion of prepaid Fees for the unexpired Term.

48. CHANGES TO THE PLATFORM AND THIS AGREEMENT

48.1 Changes to this Agreement. Miira may vary these Terms or any Schedule by giving at least 30 days’ written notice to the Customer’s nominated contact and by publishing the updated version.

48.2 Material adverse change — customer exit right. Where a variation has a material adverse effect on the Customer, the Customer may terminate this Agreement without penalty by giving written notice within 30 days of receiving Miira’s notice, and Miira will refund a pro-rata portion of prepaid Fees for the unexpired Term. Where the Customer does not terminate within that period, the variation takes effect at the end of the notice period.

48.3 Immediate changes. Miira may make a change without prior notice only where necessary to comply with law, to address a material security risk, or to reflect a change imposed by a Connected Service provider on which the Platform depends, and will notify the Customer as soon as practicable afterwards.

48.4 Changes to the Platform. Miira may modify, enhance, add to or discontinue features from time to time. Miira will not, during a paid Term, make a change that materially reduces core functionality without giving at least 60 days’ notice, and where such a change is made the Customer may terminate the affected subscription and receive a pro-rata refund of prepaid Fees for the unexpired Term.

48.5 No variation by conduct. No variation is effective unless made in accordance with this clause or recorded in writing and signed by both parties. No course of dealing, waiver or failure to enforce operates as a variation.

49. ASSIGNMENT AND SUBCONTRACTING

49.1 The Customer must not assign, novate or otherwise transfer this Agreement or any right under it without Miira’s prior written consent, not to be unreasonably withheld.

49.2 Miira may assign or novate this Agreement to an Affiliate, or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets or of the business to which this Agreement relates, in each case on written notice to the Customer.

49.3 Miira may subcontract performance of any obligation, and may engage Sub-processors in accordance with Schedule 2, but remains liable for their acts and omissions as if they were its own.

49.4 A change in control of the Customer is deemed an assignment for the purposes of clause 49.1, except where control passes within the Customer’s existing group.

50. NOTICES

50.1 A notice must be in writing and given to the address or email address specified in the Agreement Form, or such other address as a party notifies.

50.2 A notice is taken to be given:

1. if delivered by hand — on delivery;

2. if sent by post within Australia — on the third Business Day after posting;

3. if sent by email — at the time of transmission, unless the sender receives an automated notice of non-delivery, and provided that a notice transmitted after 5.00pm on a Business Day, or on a day that is not a Business Day, is taken to be given on the next Business Day.

50.3 Notices to Miira concerning breach, termination, indemnity or dispute must be sent to [legal@miira.app] and copied to Miira’s registered office.

50.4 Operational notices, including notices under clauses 12.5, 28, 31, 36 and 48, may be given through the Platform or by email to the Customer’s Administrators.

51. DISPUTE RESOLUTION

51.1 Escalation. Before commencing proceedings (other than for urgent injunctive or declaratory relief, or to recover unpaid Fees), a party must give the other written notice of the dispute setting out its nature and the outcome sought.

51.2 Senior representatives. Within 10 Business Days of the notice, each party must nominate a senior representative with authority to resolve the dispute. Those representatives must meet, in person or by video conference, within a further 10 Business Days and negotiate in good faith for 20 Business Days.

51.3 Mediation. Where the dispute is not resolved under clause 51.2, either party may refer it to mediation administered by the Australian Disputes Centre in Melbourne on that body’s standard mediation rules. The parties bear the mediator’s costs equally.

51.4 Proceedings. A party may commence proceedings after the earlier of mediation concluding without agreement and 60 days after the notice under clause 51.1.

51.5 Continued performance. Each party must continue to perform its obligations during a dispute, save that Miira is not required to continue providing the Platform where the dispute concerns unpaid undisputed Fees and clause 31 applies.

52. GOVERNING LAW AND JURISDICTION

52.1 This Agreement is governed by the laws of the State of Victoria, Australia.

52.2 Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Victoria and the courts of appeal from them, and waives any objection on the basis of inconvenient forum.

52.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply.

53. GENERAL

53.1 No waiver. A failure or delay in exercising a right does not operate as a waiver. A waiver is effective only if in writing and signed, and applies only to the specific instance.

53.2 Severance. Where a provision is void, voidable, unenforceable or unlawful, it is read down to the minimum extent necessary to make it valid, or if that is not possible, severed, and the remainder continues in full force.

53.3 Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, fiduciary relationship or employment relationship, and neither party may bind the other.

53.4 No third-party rights. Except as expressly stated, including in clause 23.3, no person other than the parties has any right to enforce any provision.

53.5 Cumulative rights. The rights and remedies in this Agreement are cumulative and do not exclude any right or remedy at law or in equity.

53.6 Further assurances. Each party must do all things reasonably necessary to give full effect to this Agreement.

53.7 Costs. Each party bears its own costs of negotiating and executing this Agreement.

53.8 Counterparts and electronic execution. An Agreement Form may be executed in counterparts and by electronic signature, each of which is an original and all of which together constitute one instrument.

53.9 Set-off. The Customer has no right to set off, withhold or deduct any amount against Fees payable, whether under this Agreement or otherwise.

53.10 Language. This Agreement is in English. Any translation is for convenience only and the English version prevails.

SCHEDULE 1 — ACCEPTABLE USE POLICY

The Customer must not, and must ensure that no Authorised User, Partner Seat holder, AI Assistant or other person does, any of the following.

1. Content

1.1 Upload, store, transmit or make available material that is unlawful, defamatory, threatening, harassing, discriminatory or obscene, or that vilifies any person or group.
1.2 Infringe the Intellectual Property Rights, moral rights, privacy, confidentiality or publicity rights of any person.
1.3 Make any representation that is misleading or deceptive, or likely to mislead or deceive, contrary to the Australian Consumer Law, including as to area, configuration, orientation, price, availability, completion date, inclusions, rental return or investment outcome.
1.4 Impersonate any person or misrepresent an affiliation.
1.5 Upload material containing viruses, worms, trojans, ransomware, spyware or other malicious code.

2. Security

2.1 Attempt to gain unauthorised access to any Account, Workspace, system, network or data.
2.2 Probe, scan, penetration test, load test or otherwise test the vulnerability of the Platform without Miira’s prior written consent.
2.3 Interfere with, disable or circumvent authentication, authorisation, encryption, rate limiting, entitlement caps, licence controls or any other security or usage control.
2.4 Share, sell, publish or transfer authentication credentials or API keys.
2.5 Access, extract or attempt to access Customer Data belonging to another customer or Workspace.
2.6 Use the Platform to store or transmit material intended to facilitate unauthorised access to any third-party system.

3. Data

3.1 Submit Sensitive Information, health information, biometric information, government identifiers, tax file numbers, credit reporting information, credit eligibility information or full payment card data, except where the Platform expressly supports that category and it has been enabled.
3.2 Submit data relating to any person known or reasonably suspected to be under 18 years of age.
3.3 Submit data the Customer does not have a lawful basis to collect, hold, use or disclose.
3.4 Use the Platform to build, enrich, append, broker or resell a contact database.
3.5 Extract data in bulk other than through documented export or API functionality.
3.6 De-anonymise or re-identify individuals other than in the ordinary course of the Customer’s property sales activities.
3.7 Remove, alter or obscure a Lead Source provenance record.

4. Communications

4.1 Send any Commercial Electronic Message, by any channel, without consent satisfying the Spam Act.
4.2 Send to any purchased, rented, leased, scraped, harvested, appended or co-registered contact list.
4.3 Send from a domain the Customer does not own or is not authorised to use.
4.4 Use a misleading or deceptive sender name, sender address, reply-to address, subject line, header, preview text or link.
4.5 Omit, obscure, disable or fail to honour an unsubscribe or opt-out facility, or fail to give effect to an unsubscribe request within five Business Days.
4.6 Delete, override, reset or circumvent a Suppression Record, or re-import a suppressed contact.
4.7 Contact any number on the Do Not Call Register other than in reliance on an applicable exemption.
4.8 Send messages at a volume, velocity or pattern designed to evade filtering, throttling or reputation monitoring.
4.9 Record a telephone call or meeting without all consents required by law.
4.10 Send SMS or WhatsApp messages outside permitted contact hours or without a functional opt-out.
4.11 Send WhatsApp messages of a category prohibited by Meta’s business messaging or commerce policies, or without the opt-in Meta requires.
4.12 Use Messenger to communicate with a Prospect or to circumvent a Suppression Record.

5. Platform

5.1 Use the Platform to develop, market, sell, support or improve a competing product or service.
5.2 Benchmark, evaluate or publish performance data about the Platform without consent.
5.3 Exceed published rate limits, quotas or fair use thresholds.
5.4 Use robots, spiders, scrapers or crawlers other than through documented APIs or MCP interfaces.
5.5 Resell, sublicense or provide the Platform as a service bureau or outsourced service to third parties without a written reseller agreement with Miira.
5.6 Use an AI Assistant to provide Platform access or Customer Data to any person who does not hold a Seat of the applicable type.
5.7 Use the Platform in a way that degrades performance for other customers.
5.8 Use the Platform for any purpose other than the Customer’s own property presentation, marketing, sales, leasing and development activities.

6. Enforcement

Miira may investigate suspected breaches, may require the Customer to provide information reasonably necessary for that investigation, and may exercise its rights under clauses 31 and 32. Miira may update this Schedule in accordance with clause 48.

SCHEDULE 2 — DATA PROCESSING TERMS

1. Roles and instructions

1.1 In respect of Customer Data, the Customer determines the purposes and means of processing, and Miira processes only on the Customer’s documented instructions, comprising this Agreement, the configuration settings selected by the Customer, and any written instruction of the Workspace Controller.

1.2 Miira will notify the Customer if, in Miira’s reasonable opinion, an instruction would breach Privacy Law, and may decline to act on it pending resolution.

1.3 In respect of Account Data and Usage Data, Miira acts in its own right.

1.4 This Schedule does not extend to any AI Assistant connected by the Customer. Transmission of Customer Data to an AI Assistant is a disclosure by the Customer to a third party under clause 22.2, not a sub-processing by Miira.

2. Purpose limitation

2.1 Miira will not:

1. sell, licence or otherwise commercialise Customer Data;

2. use Customer Data for advertising, audience-building or profiling;

3. use Customer Data to develop, improve or train any generalised or non-personalised machine learning or generative model, except with the Customer’s express written opt-in;

4. disclose Customer Data to any third party except to a Sub-processor, at the Customer’s instruction, or as required by law.

3. Personnel

3.1 Miira will ensure that personnel with access to Customer Data are subject to written confidentiality obligations surviving their engagement; receive privacy and information security training at least annually; are granted access only on a least-privilege, need-to-know basis; and have access revoked promptly on change of role or cessation of engagement.

4. Sub-processors

4.1 The Customer authorises Miira to engage the Sub-processors listed in the register published at [miira.app/legal/subprocessors].

4.2 Miira will give at least 30 days’ written notice before engaging a new Sub-processor or replacing an existing one. Notice may be given by email to Administrators or by a subscribable update to the register.

4.3 The Customer may object to a new Sub-processor on reasonable privacy or security grounds within 15 days of notice. The parties will negotiate in good faith. Where no resolution is reached within 30 days, the Customer may terminate the affected subscription without penalty and receive a pro-rata refund of prepaid Fees.

4.4 Miira will impose on each Sub-processor obligations no less protective than those in this Schedule, and remains liable for each Sub-processor’s acts and omissions.

4.5 Sub-processor categories.

5. Cross-border disclosure

5.1 Where a Sub-processor is located outside Australia, Miira will take steps reasonable in the circumstances, as required by APP 8.1, to ensure the Sub-processor does not breach the APPs in relation to Customer Data, including by binding it contractually to obligations substantially equivalent to the APPs.

5.2 The register identifies the country in which each Sub-processor processes Customer Data.

6. Individual rights

6.1 Miira will provide reasonable assistance, taking into account the nature of the processing, to enable the Customer to respond to requests from individuals to access or correct Personal Information under APP 12 and APP 13.

6.2 Where an individual contacts Miira directly in relation to Customer Data, Miira will refer them to the Customer and notify the Customer, unless prohibited by law.

6.3 Miira may charge for assistance beyond making standard Platform functionality available.

7. Security

7.1 Miira will maintain the measures set out in clause 34.

8. Audit and assurance

8.1 Once in any 12-month period, on 30 days’ written notice, Miira will provide the Customer with its current security overview documentation; an executive summary of its most recent independent penetration test; copies of any certifications or independent assessments held; and responses to a reasonable security questionnaire.

8.2 Where the Customer is subject to a regulatory obligation requiring an on-site or more extensive audit, the parties will agree in good faith on scope, timing, methodology, confidentiality protections and cost. The Customer bears Miira’s reasonable costs unless the audit reveals a material breach by Miira.

8.3 Any audit must be conducted during Business Hours, with minimal disruption, by an independent auditor who is not a competitor of Miira and who has entered into confidentiality obligations acceptable to Miira.

9. Data breach

9.1 Clause 36 applies.

10. Return and deletion

10.1 Clause 33 applies.

11. Precedence

11.1 In the event of inconsistency between this Schedule and the body of the Agreement in relation to the handling of Customer Data, this Schedule prevails.

SCHEDULE 3 — SERVICE LEVELS AND SUPPORT

1. Availability

1.1 Miira will use commercially reasonable efforts to make the core Platform available:

1.2 Core Platform means the authenticated web and desktop applications and the core data services on which they depend. It excludes Beta Features, Connected Services, AI Assistants, and any functionality dependent on a third party.

2. Measurement

2.1 Availability is calculated monthly as:

Availability % = (Total Minutes − Unavailable Minutes) ÷ (Total Minutes − Excluded Minutes) × 100

2.2 Unavailable means the core Platform is materially inaccessible to all Authorised Users, as measured by Miira’s monitoring systems.

3. Excluded Minutes

1. scheduled maintenance notified at least 48 hours in advance, not exceeding 4 hours per calendar month, performed outside 8.00am–7.00pm AEST/AEDT on Business Days;

2. emergency maintenance reasonably necessary to address a security vulnerability or imminent failure;

3. unavailability caused by a Connected Service, AI Assistant, Lead Source, Property Portal or other third-party provider;

4. unavailability caused by the Customer’s systems, network, devices, configuration, credentials or acts;

5. unavailability caused by a Force Majeure Event;

6. suspension under clause 31;

7. unavailability of Beta Features, trials or sandbox environments;

8. unavailability arising from the Customer exceeding published rate limits or fair use thresholds.

4. Service credits

4.1 To claim, the Customer must submit a written request within 30 days of the end of the affected month, specifying the dates and times of unavailability.

4.2 Credits are applied against the next invoice, are not redeemable for cash, and in aggregate may not exceed 30% of the Fees for the affected month.

4.3 Service credits are the Customer’s sole and exclusive remedy for failure to meet the availability target, subject to clause 4.4 and to clause 41.5 of the Agreement.

4.4 Where Miira fails to meet the availability target in three consecutive calendar months, or in four months in any rolling 12-month period, the Customer may terminate the affected subscription on 30 days’ written notice and receive a pro-rata refund of prepaid Fees.

5. Support @Will Truscott

5.1 Severity is assigned by Miira acting reasonably, having regard to the Customer’s assessment.

5.2 Response targets are for first substantive response, not for resolution. Miira does not commit to a resolution time.

5.3 The Customer must provide reasonable information, access and cooperation to enable diagnosis.

5.4 Support does not include: training beyond published documentation; configuration or data work properly the subject of Professional Services; support for Connected Services or AI Assistants; support for any device or hardware; or support for issues arising from the Customer’s own systems.

5.5 Where the Agreement Form provides a dedicated account manager or priority support, the scope of that service is as stated in the Agreement Form.

SCHEDULE 4 — CONNECTED SERVICES TERMS

1. Email and calendar — Google Workspace and Microsoft 365

1.1 Miira’s use and transfer of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements. This commitment is given contractually in clause 11.3.

1.2 Miira requests only the minimum authorisation scopes necessary for the features the Customer has enabled, and discloses the scopes requested at the point of authorisation.

1.3 Where the Platform accesses restricted scopes, Miira maintains the independent security assessment required by the relevant provider as a condition of production access.

1.4 The Customer’s Google Workspace or Microsoft 365 administrator may restrict, condition or revoke Miira’s access at any time. Miira is not liable for any resulting loss of functionality, synchronisation gap or data inconsistency.

1.5 Where a provider changes its API, scope model, policy or approval status such that Miira cannot continue to provide mailbox or calendar synchronisation, Miira may discontinue the feature and clause 48.4 applies.

2. Property Portals — REA Group, Domain, Apartments.com.au, OpenLot

2.1 Miira holds no direct agreement with any Property Portal in respect of the Customer’s Lead Data. Clause 10.2 applies.

2.2 The Customer must hold and maintain its own current subscription and account with each Property Portal, and must authorise Miira as a recipient of its Lead Data in the manner that portal requires.

2.3 The portal operator’s terms bind the Customer directly, including any restriction on retention period, onward disclosure, enrichment, re-marketing, syndication, or use of portal-sourced data for a purpose other than responding to the enquiry to which it relates.

2.4 Miira may disable or modify a portal integration where required by the portal operator, where that operator’s terms change, or where Miira reasonably believes continued operation would breach those terms.

2.5 Miira makes no representation that any configuration of the Platform complies with any portal operator’s terms, and gives no commitment as to feed availability, latency or completeness.

3. Advertising platform lead forms — Meta, TikTok

3.1 The Customer is responsible for the consent language and disclosures presented in its lead forms, and for ensuring the consent obtained extends to the uses the Customer intends.

3.2 Consent given at the point of a lead form for a specific project or enquiry does not extend to unrelated marketing for other projects without further consent. Clause 9.3 applies.

3.3 The platform operator’s terms and advertising policies bind the Customer directly.

4. WhatsApp Business Platform

4.1 Clause 12.7 applies.

4.2 The Customer must maintain its own WhatsApp Business account and comply with Meta’s business messaging, commerce and template policies.

4.3 Miira is not responsible for template rejection, quality rating downgrade, messaging limits, or account restriction imposed by Meta.

5. Telephony and transcription

5.1 Clause 13 applies. The Customer is responsible for the retention, security and deletion of call recordings and transcripts, and for configuring retention settings.

6. AI Assistants — Claude, Gemini, ChatGPT and others

6.1 Clause 22 applies.

6.2 The Customer contracts directly with the operator of each AI Assistant. Miira is not a party to that arrangement and Schedule 2 does not extend to it.

6.3 The Customer is responsible for determining whether the operator retains or trains on transmitted data.

7. Payment and e-signature providers

7.1 Payment and e-signature providers contract directly with the Customer. Clauses 16.3 and 17 apply.

7.2 Miira does not store full payment card numbers or card verification values.

8. General

8.1 Miira may add, modify or remove supported Connected Services from time to time.

8.2 Miira does not warrant the availability, performance, security or accuracy of any Connected Service, and is not liable for any act or omission of a Connected Service provider.

SCHEDULE 5 — PROFESSIONAL SERVICES TERMS

1. Engagement

1.1 Professional Services are provided under an Agreement Form or a separate statement of work specifying scope, deliverables, assumptions, dependencies, fees and any timeline.

1.2 In the absence of an executed statement of work, Professional Services are provided on a time-and-materials basis at Miira’s then-current rates.

2. Estimates

2.1 Any estimate of effort, cost, duration or completion date is an estimate only and is not a commitment, unless expressly stated to be a fixed price or fixed date in an executed statement of work.

2.2 Estimates are based on the assumptions and dependencies recorded in the statement of work. Where an assumption proves incorrect or a dependency is not met, Miira may adjust the estimate on notice.

3. Customer obligations

3.1 The Customer must provide timely access to personnel, data, systems and decision-makers; nominate a single point of contact with authority to approve scope and accept deliverables; provide source data in the format specified by Miira; and respond to Miira’s requests within the timeframes recorded in the statement of work.

3.2 Where the Customer fails to meet an obligation in clause 3.1, Miira may adjust timelines and charge for resulting idle time and rework.

4. Change control

4.1 Any change to scope must be recorded in a written change request signed by both parties specifying the impact on fees and timeline.

4.2 Miira is not obliged to perform work outside the agreed scope.

5. Acceptance

5.1 Where a statement of work specifies deliverables, the Customer must review each deliverable within 10 Business Days of delivery and either accept it or give written notice of material non-conformity with the specification.

5.2 Where the Customer does not respond within 10 Business Days, the deliverable is deemed accepted.

5.3 Where the Customer notifies a material non-conformity, Miira will correct it and re-submit. This is the Customer’s sole remedy for non-conforming deliverables.

6. Data and CRM migration

6.1 Clause 25.4 applies.

7. Intellectual property

7.1 Clause 25.3 applies.

8. Expenses

8.1 The Customer must reimburse Miira’s reasonable pre-approved travel and accommodation expenses at cost.

9. Personnel

9.1 Miira may substitute personnel provided the replacement has substantially equivalent skills and experience.

SCHEDULE 6 — PLAN ENTITLEMENTS AND FAIR USE

1. Plan Entitlements

All Fees are in Australian dollars and exclusive of GST.

Note: entitlement values are to be calibrated against actual unit costs before publication. The structure is fixed; the numbers are not.

2. Add-On Entitlement rates (ex GST, per month)

3. Fair use

3.1 Entitlements marked “Unlimited” are subject to fair use, meaning use consistent with the ordinary operation of a property sales business of a size comparable to the Customer’s.

3.2 Miira may investigate usage materially inconsistent with fair use, and may, on notice and after consultation, require the Customer to purchase Add-On Entitlement, apply a reasonable technical limit, or agree a bespoke arrangement.

3.3 Miira will not apply a fair use limit without first notifying the Customer, explaining the basis, and allowing at least 20 Business Days to respond.

4. Complimentary onboarding

4.1 Complimentary onboarding comprises:

1. one workspace configuration session of up to 90 minutes;

2. one stocklist build for one Project from floor plans supplied by the Customer in a supported format;

3. one media library import of Media Assets supplied by the Customer in a supported format;

4. one team training session of up to 60 minutes.

4.2 Complimentary onboarding does not include: CRM or data migration from another platform; custom integration development; bespoke template, playbook or automation design; ongoing training; any service supplied under a Display Suite Agreement; or onboarding of additional Projects.

4.3 Complimentary onboarding is provided as a courtesy. It is not a deliverable, is not subject to an acceptance process, and carries no warranty beyond the obligation in clause 41.2(a) to exercise due care and skill.

4.4 Unused complimentary onboarding expires 60 days after activation of the Account.

4.5 Services beyond clause 4.1 are Professional Services and are chargeable under Schedule 5.

5. Measurement

5.1 Seats are measured as the number of Authorised Users assigned a Seat of each type at any point in the billing month.

5.2 Active Projects are measured in accordance with clause 7.2 across the billing month.

5.3 Marketing Contacts are measured on the monthly update date, being the day of the month corresponding to the Effective Date.

5.4 Sends, conversations, minutes, augmentations and storage are measured cumulatively across the billing month and reset on the first day of each billing month. Unused capacity does not carry forward.

5.5 Miira’s measurement records are, in the absence of manifest error, determinative.

6. Changes to this Schedule

6.1 Miira may vary this Schedule in accordance with clause 48, on at least 30 days’ notice and with the exit right in clause 48.2.

6.2 A reduction in a Plan Entitlement, or an increase in an Add-On Entitlement rate, is deemed a variation with a material adverse effect for the purposes of clause 48.2.

EXECUTION

This Agreement is entered into on the Effective Date.

MIIRA TECHNOLOGIES PTY LTD
ACN [•] · ABN 87 688 069 712

Signed by an authorised representative:

Name: ________________________
Title: ________________________
Date: ________________________

[CUSTOMER NAME]
ACN / ABN: ________________________

Signed by an authorised representative:

Name: ________________________
Title: ________________________
Date: ________________________