OneLead (Product of Alexium) Terms and Conditions

These Terms and Conditions ("Agreement") govern your access to and use of the OneLead mobile application, Web Portal, and associated services ("Services") provided by The Trustee for Bompane Family Trust, trading as Alexium ("Alexium," "we," "us," or "our"). By accessing or using the Services, you ("Customer" or "you") agree to be bound by these Terms and Conditions.

1. Definitions

OneLead (product of Alexium): Refers to The Trustee for Bompane Family Trust, trading as Alexium, located at 213/15 Cochranes Road, Moorabbin, VIC, 3189, Australia.

Authorised User: An individual, such as an employee, contractor, or agent of the Customer, who is authorised by the Customer to access and use the Services under the terms of this Agreement.

Customer: The automotive business or dealership that subscribes to the Services and enters into this Agreement with Alexium.

Customer Data: All information, data, text, images, video, or other materials, including personal information (e.g., names, email addresses, phone numbers, photos, videos, device IDs) that Customer and Authorised Users upload, post, publish, display, transmit, or send through the Service. Customer Data explicitly includes contact information and lead details collected via the App, the Web Portal, third-party integrations (e.g., Meta), or manual entry, which is owned by and shared with the business that the user is affiliated with.

OneLead (product of Alexium) or Service: The OneLead mobile application, Web Portal/Lead Management System, and any associated software, features, functionalities, and support provided by Alexium, including lead capture, contact sharing, appointment booking, sales activity tracking, CRM synchronisation, and lead aggregation from multiple sources (Meta, Website, Walk-ins, etc.).

Order Form: A document, whether physical or electronic, executed by both Alexium and Customer, specifying the Services purchased, subscription terms, fees, and other relevant details.

System Data: Technical logs, data, and learnings regarding the operation and Customer's use of the Service, which exclude Customer Data.

2. Scope of Services and Permitted Use

2.1. Grant of Access: Subject to the terms and conditions of this Agreement and any applicable Order Form, Alexium grants Customer and its Authorised Users a non-exclusive, non-transferable, revocable right to access and use the Services solely for Customer’s internal business purposes within the automotive industry.

2.2. Permitted Use: Customer and Authorised Users may use the Services to:

* Share contact details via personal QR codes (App functionality).

* Capture customer information without manual typing (App functionality).

* Aggregate and manage sales leads from various sources (App, Web Portal, Meta, Website, etc.).

* Utilise the Web Portal as a centralised lead management system.

* Book appointments directly from mobile devices.

* Track sales activities and manage follow-ups.

* Synchronise data with the Customer's CRM system.

2.3. Prohibited Uses: Customer and Authorised Users shall not:

* Resell, sublicense, distribute, or otherwise make the Services available to any third party not an Authorised User.

* Modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Services.

* Use the Services for any illegal, fraudulent, or unauthorised purpose, or in a manner that violates any applicable laws or regulations, including privacy laws.

* Interfere with or disrupt the integrity or performance of the Services or data contained therein.

* Attempt to gain unauthorised access to the Services or their related systems or networks.

* Upload, post, or transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable.

* Use the Services to send unsolicited communications, advertising, or spam.

3. Subscription and Payment Terms

3.1. Subscription: Customer may purchase a subscription to access and use the Services by entering into one or more Order Forms. The specific Services, subscription term, and fees will be detailed in the applicable Order Form.

3.2. Fees and Payment: Fees for the Services are as described in the Order Form and are generally non-refundable. Unless otherwise stated in the Order Form, fees are invoiced in advance and are due within seven (7) days of the invoice date.

3.3. Automatic Renewal: Subscriptions will automatically renew for successive periods of the same duration as the initial term, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current subscription term.

3.4. Price Changes: OneLead reserves the right to change its pricing for the Services upon providing Customer with at least thirty (30) days' prior written notice. Such changes will take effect at the beginning of the next renewal term.

3.5. Non-Payment: In the event of Customer's failure to pay fees when due, OneLead reserves the right to suspend or terminate Customer's access to the Services until full payment is received.

4. Data Ownership and Licensing

4.1. Customer Data Ownership: As between Customer and OneLead, Customer retains all right, title, and interest in and to all Customer Data. OneLead obtains no intellectual property rights in the Customer Data, except for the limited license granted herein.

4.2. OneLead License to Customer Data: Customer grants OneLead a limited, non-exclusive, worldwide, royalty-free license to use, process, store, and display Customer Data solely for the purpose of providing, supporting, managing, and improving the Services to Customer and Authorised Users as outlined in this Agreement.

4.3. System Data Ownership: OneLead may collect and process technical logs, usage data, and other information regarding the operation and Customer's use of the Service ("System Data"). System Data excludes Customer Data. OneLead owns all System Data and may use it to operate, improve, and support the Service, and for any other lawful business purpose. OneLead will not disclose System Data to any third party unless it is

de-identified so it does not identify Customer, any Authorised User, or any other person, and

aggregated with data across customers.

4.4. No Sale of Data: OneLead explicitly states that it does not and will not sell Customer Data or any personal information collected through the Services.

5. Intellectual Property Rights

5.1. Alexium IP: Alexium retains all intellectual property rights in the Services, including its underlying software, technology, documentation, and any derivatives, changes, or improvements thereto. Customer obtains no intellectual property rights or licenses by this Agreement except those expressly granted to access and use the Services.

5.2. Customer IP: Customer retains all intellectual property rights in its trademarks, logos, and any content it provides to Alexium for use in connection with the Services.

6. Confidentiality

6.1. Confidential Information: "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that, by its nature, would reasonably be understood to be confidential. This includes, but is not limited to, Alexium's software, pricing, and System Data, and Customer's business data, Customer Data, and internal processes.

6.2. Obligations: The Receiving Party shall use the Disclosing Party's Confidential Information only for the purpose of fulfilling its obligations or exercising its rights under this Agreement and shall protect such Confidential Information with the same degree of care it uses to protect its own similar confidential information, but no less than reasonable care.

7. Data Privacy and Security

7.1. Roles and Responsibilities: For the purposes of the Australian Privacy Act 1988 (Cth) and related privacy laws, Customer acknowledges and agrees that it is the data controller for all Customer Data, determining the purposes and means of processing personal information. Alexium acts as a data processor, processing Customer Data solely on behalf of and under the documented instructions of the Customer for the provision of the Services.

7.2. Customer Responsibilities (Controller): Customer is solely responsible for the accuracy, content, and legality of all Customer Data. Customer warrants that it has obtained all necessary consents and permissions from individuals (including its customers and users) and provided all necessary notifications to ensure the lawful collection, disclosure, and processing of Customer Data by OneLead in accordance with the Australian Privacy Principles (APPs) and other applicable privacy laws. This includes, but is not limited to, consents for CRM syncing, lead aggregation, and any marketing activities.

7.3. OneLead Responsibilities (Processor): OneLead commits to implementing and maintaining reasonable and appropriate technical and organisational security measures to protect Customer Data against unauthorised access, loss, alteration, or disclosure. These measures include, but are not limited to, data encryption (at rest and in transit), access controls, and regular security assessments. OneLead will process Customer Data only as instructed by the Customer and will assist the Customer in fulfilling data subject requests (e.g., access, correction, deletion) as required by applicable privacy laws.

7.4. Data Retention: OneLead will retain Customer Data for as long as necessary to fulfil the purposes outlined in this Agreement, or as required by law, or as per the Customer's instructions, consistent with the company policy of the user’s employer. Upon termination of the Services, OneLead will, at the Customer's instruction, return or securely delete Customer Data, subject to any legal retention requirements.

7.5. Data Breach Notification: In the event of a data breach affecting Customer Data, OneLead will promptly notify the Customer without undue delay, providing sufficient information to enable the Customer to comply with its obligations under Australia's Notifiable Data Breaches (NDB) scheme and other applicable laws.

7.6. Statutory Tort of Privacy: Both parties acknowledge the impending commencement of the Statutory Tort of Privacy in Australia (effective no later than June 10, 2025). Customer and OneLead agree to cooperate in mitigating risks associated with serious invasions of privacy, recognising the heightened importance of robust privacy and data protection governance.

8. Warranties and Disclaimers

8.1. OneLead Warranties: OneLead warrants that the Services will perform materially in accordance with their documentation and that OneLead will use commercially reasonable efforts to provide the Services.

8.2. Disclaimer: EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. ONELEAD DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT CUSTOMER WILL ACHIEVE ANY PARTICULAR BUSINESS RESULTS FROM THEIR USE.

9. Indemnification

9.1. Mutual Indemnification: Each party ("Indemnifying Party") agrees to defend, indemnify, and hold harmless the other party, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

A breach by the Indemnifying Party of its obligations under this Agreement.

Any claim that the Indemnifying Party's content or use of the Services infringes or misappropriates the intellectual property rights of a third party.

Any claim arising from the Indemnifying Party's failure to comply with applicable privacy laws.

10. Limitation of Liability

10.1. Exclusion of Damages: TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE, LOSS OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10.2. Maximum Aggregate Liability: EACH PARTY'S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF, OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO ALEXIUM DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES. IF NO AMOUNTS HAVE BEEN PAID, SUCH AMOUNT SHALL BE LIMITED TO AUD $100.00.

11. Term and Termination

11.1. Term: This Agreement commences on the Effective Date and continues until all subscriptions granted under Order Forms have expired or been terminated.

11.2. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.

11.3. Effect of Termination: Upon termination or expiration of this Agreement:

Customer's right to access and use the Services will immediately cease.

Customer must immediately cease all use of the Services.

Any outstanding fees owed by Customer to OneLead will become immediately due and payable.

OneLead will, at Customer's instruction, return or securely delete Customer Data in accordance with Section 7.4.

12. General Provisions

12.1. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of Victoria, Australia, without regard to its conflict of laws principles. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Victoria, Australia.

12.2. Dispute Resolution: The parties agree to first attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiations. If the dispute cannot be resolved through negotiation, the parties agree to consider mediation or arbitration before resorting to litigation.

12.3. Entire Agreement: This Agreement, together with any Order Forms and the Data Processing Addendum (if separate), constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral.

12.4. Amendments: Alexium reserves the right to update these Terms and Conditions from time to time. We will notify you of any material changes by posting the new Terms and Conditions on our website or through the Service. Your continued use of the Services after such notification constitutes your acceptance of the revised terms.

12.5. Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.