Important — Read Carefully

This End User Licence Agreement (“EULA” or “Agreement”) is a legal agreement between Spacera Pty Ltd ABN 50 679 413 891 (“Spacera”) and the entity that licenses, subscribes to, accesses or uses the Services (the “Customer”). It governs the Customer’s use of the Spacera Apollo Platform and related Services — including the Emily AI virtual agent and the Photon, Mission Control and Hypercare Managed offerings — however the Services are acquired: directly from Spacera, through an Authorised Channel Partner such as a distributor or reseller, or by free self-service sign-up.

By doing any of the following, the Customer agrees to be bound by this EULA: (a) executing an Order or SOW that references this EULA; (b) placing an order for the Services with Spacera or an Authorised Channel Partner; (c) creating an account, completing self-service onboarding or activating any Service (including the free Photon Service); (d) accessing or using the Services or the Apollo Platform; or (e) permitting any person to do any of the above on its behalf. The individual accepting this EULA warrants that they are authorised to bind the Customer. If the Customer does not agree to this EULA, it must not order, sign up for, activate, access or use the Services.

If the Customer has entered into a separate written agreement with Spacera covering the Services (such as a master services agreement), that agreement prevails over this EULA to the extent of any inconsistency.

1. Definitions

In this EULA, unless the context requires otherwise:

“Apollo Platform” means Spacera’s proprietary cloud-based monitoring, automation and management platform known as “Apollo”, including the Emily AI virtual agent, associated dashboards, portals, APIs, knowledge bases and Documentation, and all modifications, updates and enhancements to them.

“Authorised Channel Partner” means a distributor, wholesaler, reseller, systems integrator or other partner authorised by Spacera to market, distribute, resell or bill for the Services, whether acting as a reseller in its own right or as a disclosed billing and collection agent for Spacera, and includes Ingram Micro and its affiliates where so authorised.

“Australian Consumer Law” or “ACL” means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

“Confidential Information” means information disclosed by or on behalf of one party to the other party in connection with this EULA that is identified as confidential or that a reasonable person would understand to be confidential, including the terms of this EULA, pricing, Customer Data, security information and product roadmaps, but excluding information that is or becomes public other than through breach of this EULA, is independently developed, or is rightfully received from a third party without a duty of confidence.

“Customer Data” means data, content and information submitted to or collected by the Services on behalf of the Customer or its End Clients, including device telemetry, room configuration data, ticket data, contact details and usage data, but excluding De-identified Data.

“De-identified Data” means data derived from Customer Data or use of the Services that has been aggregated or de-identified such that it does not identify the Customer, any End Client or any individual.

“Documentation” means the user guides, knowledge base articles, welcome packs and technical documentation made available by Spacera for the Services, as updated from time to time.

“Emily” means Spacera’s AI-enabled virtual support agent.

“End Client” means a customer of the Customer to whom the Customer provides services using, incorporating or supported by the Services under clause 5.

“Fees” means the fees for the Services, as set out in the applicable Order or as agreed with the relevant Authorised Channel Partner. No Fees apply to Free Services.

“Free Services” means any Service or SKU made available by Spacera free of charge, including the “Photon” dashboard Service and any trial, beta, demonstration or evaluation service.

“Order” means an ordering document or process for the Services accepted by Spacera or an Authorised Channel Partner, including a statement of work (“SOW”), purchase order, online order, self-service sign-up or order placed against an Authorised Channel Partner’s price list or product catalogue.

“Services” means the Apollo Platform services and SKUs subscribed for, ordered or activated by or for the Customer — as at the date of this version: Photon (visibility dashboard and cross-platform reporting), Mission Control (proactive monitoring, automated testing, AI-driven incident detection and alerting) and Hypercare Managed (fully managed service including 24×7 service desk, preventative maintenance and SLA governance) — together with any related managed, professional or support services described in the applicable Order and Service Description.

“Service Description” means the service or SKU description published by Spacera for the relevant Service (at spacera.io or as otherwise notified to the Customer), as updated by Spacera from time to time in accordance with clause 15.4.

“Subscription Term” means, for each Order, the initial term stated in that Order and each renewal term, and for Free Services, the period during which Spacera makes the Free Service available to the Customer.

“Subscribed Units” means the number and type of meeting rooms, devices, licences, users or other units of measure stated in the applicable Order or applicable to the relevant SKU.

“Third-Party Platforms” means third-party products, services and platforms that the Services monitor, integrate with or depend on, including Microsoft Teams, Cisco Webex, Zoom, meeting room hardware, network services and ITSM platforms.

2. Licence and Right to Use

2.1Subject to this EULA and payment of any applicable Fees, Spacera grants the Customer a non-exclusive, non-transferable right during each Subscription Term to: (a) access and use the Apollo Platform and Documentation; and (b) receive the Services, in each case for the Subscribed Units and, subject to clause 5, for the Customer’s internal business purposes.

2.2The Customer may permit its employees, contractors and affiliates to use the Services on its behalf, provided the Customer remains responsible for their acts and omissions as if they were the Customer’s own.

2.3Rights are granted for the Subscribed Units only. Use beyond the Subscribed Units (for example, additional rooms or devices) requires a further Order and payment of additional Fees. Spacera may measure usage through the Apollo Platform to verify compliance.

3. Free Services (Photon)

3.1Spacera may make Free Services available, including the Photon dashboard SKU via self-service onboarding. Free Services are licensed under this EULA as modified by this clause 3, and acceptance of this EULA at sign-up or activation is a condition of use.

3.2No Fees are payable for Free Services, and the payment-related provisions of this EULA do not apply to them.

3.3Free Services are provided on an “as available” basis. To the maximum extent permitted by law (and subject always to clause 12.3): (a) Free Services are provided without warranties of any kind; (b) no service level targets, support commitments or availability commitments apply to Free Services unless expressly stated in the applicable Service Description; and (c) Spacera’s aggregate liability arising out of or in connection with Free Services is limited to AUD $100 (or its equivalent in local currency).

3.4Spacera may modify, limit, suspend or discontinue any Free Service, or any feature of it, at any time. Where reasonably practicable, Spacera will give the Customer at least 30 days’ notice of discontinuance of a Free Service. Spacera may also offer the Customer the option to upgrade to a paid SKU.

3.5Customer Data in Free Services is handled in accordance with clause 10. Spacera may delete Customer Data associated with a Free Service account that has been inactive for 90 days or more, or 30 days after the Free Service is terminated or discontinued, after giving notice where reasonably practicable.

4. Purchases Through Authorised Channel Partners

4.1The Customer may procure paid Services through an Authorised Channel Partner. In that case: (a) this EULA governs the Customer’s access to and use of the Services; and (b) the commercial terms of purchase — including pricing, ordering, invoicing, payment terms, taxes and any credit arrangements — are as agreed between the Customer and the Authorised Channel Partner.

4.2An Authorised Channel Partner may invoice and collect Fees either as a reseller in its own right or as a disclosed billing and collection agent for Spacera. Payment of Fees to the Authorised Channel Partner in accordance with the Customer’s arrangement with that partner discharges the Customer’s payment obligation for those Fees.

4.3Authorised Channel Partners are not authorised to: (a) modify this EULA or make commitments binding on Spacera; (b) grant rights in the Services beyond those in this EULA; or (c) make representations or warranties on Spacera’s behalf. Spacera is not bound by, and has no liability for, any commitment made by an Authorised Channel Partner beyond the terms of this EULA.

4.4If Fees for the Services are not paid when due (whether payable to Spacera or to an Authorised Channel Partner), Spacera may suspend the Services in accordance with clause 14.3.

4.5Termination of, or change in, Spacera’s arrangement with an Authorised Channel Partner does not affect this EULA. Spacera may, by notice, transition billing or service management to Spacera or another Authorised Channel Partner on materially no less favourable commercial terms for the remainder of the then-current Subscription Term.

5. Service Provider Use (End Clients)

5.1Where the Customer is a carrier, service provider, systems integrator, managed service provider or reseller, the Customer may use the Services to deliver services to its End Clients, including by monitoring or managing meeting rooms, devices and environments owned or operated by End Clients, provided that the Customer:

• (a)ensures each End Client is bound by terms no less protective of Spacera than this EULA (including the restrictions in clause 6, the intellectual property provisions in clause 9 and the liability provisions in clause 13) before the End Client’s rooms, devices or data are connected to the Services;
• (b)remains fully responsible and liable for the acts and omissions of its End Clients in connection with the Services as if they were the Customer’s own;
• (c)does not make any representation, warranty or service commitment regarding the Services beyond those made by Spacera in this EULA and the Service Description;
• (d)is solely responsible for its own commercial terms, pricing, contracting, service levels and support commitments to End Clients; and
• (e)has obtained all consents and authorisations required from End Clients for Spacera to access End Client environments, devices and data in order to provide the Services.

5.2This EULA does not create any contractual relationship between Spacera and any End Client, and Spacera owes no duty to any End Client. Any claim in connection with the Services may be brought against Spacera only by the Customer, and clause 13 applies to all such claims in the aggregate, whether they relate to the Customer or its End Clients.

5.3Except as expressly permitted by clause 5.1 or in writing by Spacera, the Customer must not resell, sublicense, rent or make the Services available to any third party.

6. Restrictions

6.1The Customer must not, and must ensure its personnel and End Clients do not:

• (a)copy, modify, adapt, translate or create derivative works of the Apollo Platform or Documentation;
• (b)reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, models, algorithms or architecture of the Services, except to the extent this restriction cannot be excluded under applicable law;
• (c)access or use the Services (including any Free Service) to build, train or improve a competing product or service, or perform or publish benchmarks of the Services without Spacera’s prior written consent;
• (d)circumvent or attempt to circumvent usage limits, Subscribed Unit counts, SKU feature restrictions, security or access controls;
• (e)use the Services to store or transmit unlawful, infringing or malicious material or code, or in breach of applicable law;
• (f)interfere with or disrupt the integrity or performance of the Services or any third party’s use of them; or
• (g)remove or obscure any proprietary notices in the Services or Documentation.

7. Customer Obligations

7.1The Customer must, at its cost: (a) provide accurate and complete information reasonably required by Spacera (including during self-service onboarding and in data collection templates); (b) provide and maintain the environmental, network, cabling, power and site prerequisites described in the Service Description and any Order; (c) maintain its own tenancies, subscriptions and licences for Third-Party Platforms and devices; (d) approve the Spacera cloud applications and connections required for telemetry to flow to the Apollo Platform; and (e) provide timely access to sites, systems and personnel where required for the Services.

7.2The Customer warrants that it is authorised to permit Spacera to access and monitor or manage the environments, devices and data connected to the Services (including those of End Clients), and that all information it provides is accurate and not misleading in any material respect.

7.3The Customer acknowledges that Spacera’s ability to meet timelines and any service level targets depends on the Customer meeting its obligations, and Spacera is not responsible for any failure or delay to the extent caused by the Customer, an End Client or a Third-Party Platform.

8. Third-Party Platforms and AI Features

8.1The Services monitor, integrate with and depend on Third-Party Platforms. Spacera does not control and is not responsible for Third-Party Platforms, their availability, performance, APIs or terms. The Customer’s use of Third-Party Platforms is governed by the relevant third party’s terms. Changes to Third-Party Platforms may affect the Services, and Spacera will use reasonable efforts to adapt the Services to material changes.

8.2Emily and other AI-enabled features of the Apollo Platform generate responses and detections using artificial intelligence. While Spacera designs these features to be accurate and reliable, AI-generated output may occasionally be incorrect or incomplete and is provided to assist, not replace, human judgement. Material support issues can be escalated to human engineers where the Customer’s SKU includes that support. To the extent permitted by law, Spacera is not liable for the Customer’s reliance on AI-generated output that has not been confirmed through Spacera’s support processes.

9. Intellectual Property

9.1Spacera and its licensors own all intellectual property rights in the Services, the Apollo Platform, Emily, the Documentation, the Service Descriptions and all related know-how, methodologies, models, improvements and De-identified Data. Nothing in this EULA transfers ownership of any such rights to the Customer. The Customer is granted only the rights expressly stated in this EULA.

9.2The Customer owns the Customer Data. The Customer grants Spacera a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, process and use Customer Data: (a) to provide, secure, support and improve the Services; (b) to comply with law; and (c) to create De-identified Data, which Spacera may use for any lawful purpose, including analytics, benchmarking and product improvement.

9.3If the Customer provides feedback, suggestions or ideas about the Services, Spacera may use them without restriction or obligation.

10. Privacy, Data Protection and Security

10.1Each party must comply with all privacy and data protection laws applicable to it in connection with this EULA, including (where applicable) the Privacy Act 1988 (Cth) and the Australian Privacy Principles, the EU and UK General Data Protection Regulation, and corresponding laws of other jurisdictions. Where required by applicable law, the parties will enter into a data processing agreement or standard contractual clauses, available from Spacera on request.

10.2Before providing or connecting any personal information to the Services (including personal information of End Clients and their personnel), the Customer must ensure all consents and notices required for Spacera to collect, use and disclose that information to provide the Services have been obtained or given, including disclosure to Spacera’s contractors and related bodies corporate, whether located in Australia or overseas.

10.3Spacera will implement and maintain commercially reasonable administrative, technical and physical safeguards designed to protect Customer Data against unauthorised access, disclosure, alteration or destruction, consistent with its published security and data retention policies. Spacera will notify the Customer without undue delay after becoming aware of a data breach affecting Customer Data and will provide reasonable cooperation as required by law.

10.4Spacera will retain and delete Customer Data in accordance with the Spacera Data Retention and Protection Policy (and, for Free Services, clause 3.5). For 30 days following expiry or termination of a paid Subscription Term, the Customer may request export of its Customer Data in a standard machine-readable format, after which Spacera may delete it.

11. Confidentiality

11.1Each party must keep the other party’s Confidential Information confidential, use it only to perform or exercise rights under this EULA, and disclose it only to its personnel, advisers, related bodies corporate and subcontractors who need to know it and are bound by confidentiality obligations, or as required by law or a regulator (with notice to the other party where lawful).

11.2On request following termination, each party must return, delete or destroy the other party’s Confidential Information, except for copies retained for legal, regulatory or routine backup purposes, which remain subject to this clause.

12. Warranties and Consumer Guarantees

12.1For paid Services, Spacera warrants that: (a) it will provide the Services with due care and skill, using competent and suitably qualified personnel; and (b) the Services will materially conform to the applicable Service Description. The Customer’s exclusive remedy for breach of this warranty (subject to clause 12.3) is re-performance of the affected Services or, if re-performance is not reasonably possible, a pro-rata refund of prepaid Fees for the affected period. Free Services are provided on the basis set out in clause 3.3.

12.2Any service level targets in a Service Description are targets. They are not guarantees and, unless expressly agreed otherwise in an Order, no service credits or other financial remedies apply to a failure to meet them.

12.3Nothing in this EULA excludes, restricts or modifies any consumer guarantee, right or remedy under the ACL, or any corresponding consumer protection law of another jurisdiction, that cannot lawfully be excluded. To the extent permitted by law, Spacera’s liability for breach of any non-excludable guarantee (other than guarantees as to title, undisturbed possession and undisclosed securities) is limited, at Spacera’s option, to: (a) for services — resupply of the services or payment of the cost of resupply; and (b) for goods — repair or replacement of the goods, supply of equivalent goods, or payment of the cost of doing so.

12.4Except as expressly stated in this EULA and to the maximum extent permitted by law, the Services are provided without any other warranty, and all implied warranties, conditions and representations (including fitness for a particular purpose and uninterrupted or error-free operation) are excluded. Spacera does not warrant that the Services will be fault-free, and end-to-end quality of video and audio carried over internet or network services outside Spacera’s control is not guaranteed.

13. Liability

13.1To the maximum extent permitted by law, the aggregate liability of Spacera arising out of or in connection with this EULA and the Services, however arising (including in contract, tort, negligence, under statute or otherwise), is limited to: (a) for paid Services — the Fees paid or payable by or for the Customer for the Services giving rise to the claim in the 12 months preceding the event giving rise to the liability; and (b) for Free Services — AUD $100 (or its equivalent in local currency).

13.2To the maximum extent permitted by law, neither party is liable to the other for any loss of profits, revenue, business, data, anticipated savings or goodwill, or for any indirect, special or consequential loss, however arising, even if advised of the possibility of such loss.

13.3Clauses 13.1 and 13.2 do not apply to: (a) the Customer’s obligation to pay Fees; (b) liability that cannot be limited or excluded by law (including under clause 12.3); (c) a party’s fraud or wilful misconduct; or (d) the Customer’s breach of clauses 2 (Licence), 5 (Service Provider Use), 6 (Restrictions) or 9 (Intellectual Property).

13.4Each party’s liability is reduced proportionately to the extent that the relevant loss was caused or contributed to by the other party, its personnel or (in the case of the Customer) its End Clients.

13.5The Customer must indemnify Spacera against loss (including reasonable legal costs) arising from any third-party claim (including by an End Client) against Spacera to the extent caused by: (a) the Customer’s breach of clause 5, 6, 7.2 or 10.2; or (b) services, commitments or representations made by the Customer to an End Client beyond those made by Spacera in this EULA.

14. Term, Suspension and Termination

14.1This EULA applies from the date the Customer first accepts it (as described above) and continues while any Subscription Term is in effect. Each paid Subscription Term runs for the period stated in the applicable Order and, where the Order so provides, renews automatically for successive periods unless either party gives notice of non-renewal in accordance with the Order (or, if no notice period is stated, at least 30 days before renewal). Free Services continue until terminated by either party or discontinued under clause 3.4.

14.2Either party may terminate this EULA or an affected Order by written notice if the other party: (a) commits a material breach that is not remedied within 30 days of written notice; or (b) becomes insolvent, enters liquidation, administration or receivership, or suffers any analogous event.

14.3Spacera may suspend the Services, in whole or in part, on reasonable notice (or without notice in urgent cases) if: (a) Fees are overdue and remain unpaid 14 days after notice, whether owed to Spacera or to an Authorised Channel Partner; (b) the Customer or an End Client breaches clause 6 or creates a security risk to the Services or other customers; or (c) suspension is required by law. Spacera will restore the Services promptly once the grounds for suspension are resolved. Suspension does not relieve the Customer of its payment obligations.

14.4On expiry or termination: (a) the rights granted under clause 2 end and the Customer (and its End Clients) must stop using the Services; (b) the Customer must pay all Fees accrued to the date of termination and, where termination is by Spacera for the Customer’s unremedied material breach, the balance of Fees for the remainder of the then-current Subscription Term; and (c) clause 10.4 applies to Customer Data. Clauses 9, 10, 11, 12.3, 13, 14.4 and 15 survive termination, along with any clause that by its nature is intended to survive.

15. General

15.1Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, utility or network failures, pandemics and government action, provided it takes reasonable steps to mitigate.

15.2The Customer must not assign or novate this EULA without Spacera’s prior written consent (not to be unreasonably withheld). Spacera may subcontract its obligations, may perform its obligations through (or designate as the contracting or billing entity) a related body corporate identified in the applicable Order, and may assign this EULA to a related body corporate or in connection with a merger, acquisition or sale of business, with notice to the Customer. Each party remains responsible for its subcontractors.

15.3Notices must be in writing and sent to the email or postal address notified by the receiving party (for Spacera: [email protected] or as otherwise notified; for the Customer: the contact details provided at sign-up or in the Order). Email notice is deemed given on the Business Day it is sent, or the next Business Day if sent after 5.00 pm or on a non-Business Day at the recipient’s location.

15.4Spacera may update the Service Descriptions and Documentation from time to time, provided the updates do not materially reduce the core functionality or service levels of paid Services already subscribed for during the then-current Subscription Term. Spacera may update this EULA: (a) for paid Services — effective from the start of the next renewing Subscription Term, by giving the Customer at least 30 days’ notice (which may be by publishing an updated version); and (b) for Free Services — effective 30 days after publishing an updated version, with continued use constituting acceptance.

15.5Order of precedence (highest first), to the extent of any inconsistency: (a) a signed written agreement between Spacera and the Customer; (b) the applicable Order or SOW; (c) this EULA; (d) the applicable Service Description; and (e) the Documentation.

15.6This EULA, together with the documents referred to in clause 15.5, is the entire agreement between Spacera and the Customer in relation to the Services and supersedes all prior discussions and arrangements on that subject. No purchase order terms or other terms put forward by the Customer apply unless expressly accepted in writing by Spacera.

15.7Each party must comply with all laws applicable to it in connection with this EULA, including anti-bribery, sanctions and export control laws. A failure to exercise a right is not a waiver. If a provision is unenforceable, it is severed and the remainder continues. The parties are independent contractors; this EULA does not create any partnership, joint venture, employment or (except as expressly stated) agency relationship.

15.8This EULA is governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales. In this EULA, “Business Day” means a day other than a Saturday, Sunday or public holiday in New South Wales, and “including” means including without limitation. Amounts are payable in the currency stated in the applicable Order (or, if none is stated, Australian dollars) and are exclusive of GST, VAT, sales tax and similar taxes, which are payable in addition on taxable supplies against a valid tax invoice.

Spacera End User Licence Agreement — Version 1.0, June 2026. © Spacera Pty Ltd. All rights reserved.