End User Licence Agreement

Plain-English summary (not a substitute for the terms below). Humanta is a B2B platform that your employer uses to organise dining and experience moments for you (and, for some experiences, a guest of your choosing) and to coordinate group team events. By using the Humanta Platform you are agreeing to these terms and to our Privacy Policy at humanta.co/privacy. The contract for the actual dining or experience is between you (or your employer, in the case of team events) and the venue — Humanta is the booking agent, not the host. Participation in the Platform is voluntary. If you do not accept these terms, please do not proceed past the consent screen.

Details

Issuer (we, us, Humanta) — Humanta Pty Ltd ACN 698 004 009, of 1/457-459 Elizabeth Street, Surry Hills, New South Wales 2010, Australia. Email: hello@humanta.co.

User (you) — Each Eligible Employee (or other authorised end user) who is nominated by a Client of Humanta and who creates an account on, or otherwise accesses, the Humanta Platform.

Platform — The Humanta web application, AI-assisted matching engine, manager-nomination workflow, feedback-capture tools, booking interfaces, supporting databases and all related software, accessible at humanta.co and through any associated mobile or web interface.

Privacy Policy — humanta.co/privacy (as updated from time to time).

Governing law — New South Wales, Australia.

Acceptance — By ticking the consent box at first access (or otherwise accessing or using the Platform), you accept and agree to be bound by this EULA and the Privacy Policy.

1. Definitions and interpretation

1.1In this EULA, capitalised terms have the meanings given in the table below, or (where used but not defined here) in the Master Services Agreement between us and your employer (the Client) under which you have been nominated.

Booking — A booking arranged by us through the Platform with a Venue Provider for a Spark or a Teams Event.

Client — Your employer (or the entity that engages or contracts your services), which has entered into a Master Services Agreement with us and has nominated you to use the Platform.

Eligible Employee — An employee, contractor or other individual nominated by the Client to access the Platform and to receive a Spark or attend a Teams Event.

Master Services Agreement or MSA — The Master Services Agreement between us and the Client under which you have been nominated to use the Platform.

Personal Information — Has the meaning given in the Privacy Act 1988 (Cth).

Privacy Policy — Our privacy policy at humanta.co/privacy (or such successor URL as we may notify), as updated from time to time.

Sensitive Information — Has the meaning given in section 6 of the Privacy Act 1988 (Cth), and includes health information (which may, depending on the circumstances, include allergen, intolerance and dietary information).

Spark — A single instance of a personalised dining and/or experience moment booked through the Platform for you and, where applicable, one guest of your choosing.

Teams Event — A group dining, experience or team event coordinated through the Platform on behalf of the Client for a group of Eligible Employees and, where applicable, their guests.

Venue Provider — The third-party restaurant, dining venue, experience provider, activity operator, hospitality business or other third party that actually provides the dining, hospitality, experience or activity component of a Spark or Teams Event.

Venue Cancellation Terms — The cancellation, rescheduling, refund and grace-period terms imposed by the relevant Venue Provider in respect of a Booking, as notified through the Platform at the point of Booking.

1.2In this EULA, unless the context otherwise requires:

(a)words in the singular include the plural and vice versa, and references to a gender include all genders;

(b)a reference to a statute is a reference to it as in force from time to time, and includes any subordinate legislation;

(c)"include", "including", "in particular" and "for example" are not words of limitation;

(d)a reference to "we", "us" or "our" is a reference to Humanta; a reference to "you" or "your" is a reference to the individual end user accepting this EULA; and "writing" includes email and in-Platform messaging; and

(e)in the event of any inconsistency between this EULA and the Master Services Agreement between us and the Client, the Master Services Agreement prevails as between us and the Client, but, as between us and you, this EULA prevails.

2. Acceptance and account

2.1By ticking the consent box presented to you on first access to the Platform (or by otherwise accessing or using the Platform), you confirm that you have read, understood and accept this EULA and our Privacy Policy, and that you are entering into a legally binding agreement with us.

2.2You must be at least 18 years of age to use the Platform. By accepting this EULA you warrant that you are 18 or older.

2.3You confirm that the Client has nominated you to use the Platform. We are entitled to rely on the Client's nomination as authority for your access.

2.4You must keep your account credentials confidential, must not share or transfer your account, and must notify us promptly at hello@humanta.co if you become aware of any unauthorised access to or use of your account.

2.5You may only use the Platform for the purpose for which the Client has nominated you (that is, to receive Sparks and/or attend Teams Events). Your access to the Platform ends automatically when your employment or engagement with the Client ends, or when the Client's arrangement with us ends, in each case in accordance with clause 16.

3. Voluntary participation

3.1Participation in the Platform, and in any Spark or Teams Event coordinated through it, is voluntary. The Client has confirmed to us, and you should expect, that no adverse employment consequence will flow from your decision not to participate.

3.2You may decline any specific Spark or Teams Event recommendation, may decline to attend any Booking, and may discontinue use of the Platform at any time. Your obligations and our rights in respect of cancelled or unused Bookings are set out in clause 6 and in the applicable Venue Cancellation Terms.

3.3Nothing in this EULA limits any right or entitlement you may have under the Fair Work Act 2009 (Cth), any modern award or enterprise agreement, or any other industrial instrument applicable to your engagement with the Client.

4. How the Platform works

4.1The Platform allows you, depending on what the Client has enabled for you, to:

(a)receive AI-assisted recommendations of Venue Providers matched to your preferences;

(b)select a Spark and confirm a Booking for you and (where applicable) one guest of your choosing;

(c)attend a Teams Event nominated by the Client and confirm details (such as dietary requirements and attendance);

(d)where applicable, receive a personal note from your manager arranged for delivery at the Venue Provider on the night of the relevant Spark; and

(e)provide post-experience feedback and ratings.

4.2We use AI-assisted matching to generate recommendations. The recommendations are suggestions only; the choice of Venue Provider, date, time and (where applicable) guest is made by you (or, in the case of a Teams Event, by the Client).

4.3We may, from time to time, modify, suspend or discontinue any feature of the Platform. Material changes that adversely affect your use of the Platform will be notified to you in advance where reasonably practicable.

5. Bookings and the marketplace structure

5.1Marketplace structure. You acknowledge and agree that:

(a)the contract for the actual provision of any dining, hospitality, experience, activity, transport or other in-person service comprising a Spark or a Teams Event is formed directly between the relevant Venue Provider and you (in the case of a Spark) or the Client (in the case of a Teams Event). We are not a party to that contract;

(b)our role is limited to that of booking agent, concierge and matching intermediary. We do not host any Spark or Teams Event, and do not provide, control, supervise, accredit or warrant the services of any Venue Provider, nor do we employ, control or supervise any Venue Provider personnel;

(c)all Bookings for Sparks are made in your name as the contracting party with the Venue Provider; we facilitate the Booking on your behalf as agent;

(d)we make no representation or warranty (and disclaim all liability) in respect of: (i) the quality, safety, fitness for purpose, hygiene or food-safety standards of any Venue Provider; (ii) the conduct, qualifications or competence of any Venue Provider personnel; (iii) any personal injury, illness, allergic reaction, food-borne illness, property damage, theft, harassment or other harm suffered by you, your guest or any other person in connection with a Venue Provider's services or premises; (iv) any cancellation, no-show, late delivery, substitution or change made by a Venue Provider; or (v) any breach by a Venue Provider of any law, regulation or licensing requirement; and

(e)to the maximum extent permitted by law, you release us from any Claim arising out of or in connection with the acts, omissions, services or premises of any Venue Provider.

5.2No release of non-excludable rights. Nothing in this clause 5 requires you to release us from any liability that, under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other applicable law, cannot lawfully be excluded. In such cases, our liability is limited as set out in clause 15.

5.3Goodwill remediation. Notwithstanding the above, we may, in our discretion and as a matter of goodwill (and not legal obligation), assist you in resolving issues with a Venue Provider, including by re-arranging a Spark, providing a credit, or liaising with the Venue Provider on your behalf. Any such assistance is provided without admission of liability.

6. Cancellations, reschedules and refunds

6.1Each Booking is subject to the Venue Cancellation Terms imposed by the relevant Venue Provider. We will display, or otherwise make available, the applicable Venue Cancellation Terms to you at the point of Booking. The Venue Cancellation Terms differ between Venue Providers and may include cancellation windows, rescheduling rights, partial-refund regimes, no-refund windows and grace-period mechanisms.

6.2If you cancel or reschedule a Booking:

(a)we will seek a refund (in whole or in part) or rescheduling from the relevant Venue Provider in accordance with the Venue Cancellation Terms;

(b)any refund received by us from the Venue Provider is paid to the Client (and not to you), in accordance with the Master Services Agreement between us and the Client;

(c)to the extent the Venue Cancellation Terms do not entitle a refund, the corresponding cost is non-refundable and remains payable by the Client; and

(d)any unredeemed Spark associated with the cancelled Booking is reinstated to the Client's available Spark balance and remains valid for the balance of the original expiry period applicable to that Spark.

6.3If a Venue Provider cancels or fails to perform a Booking (other than because of your cancellation or breach), we will use reasonable endeavours to (a) seek a refund from the Venue Provider for transmission to the Client, and (b) where possible and acceptable to you, arrange a substitute Booking with another Venue Provider.

7. Your guest

7.1Where a Spark or Teams Event permits a guest, you may invite one (1) guest of your choosing (the "Guest"). You are responsible for your Guest's conduct at the Venue Provider's premises.

7.2You warrant that:

(a)your Guest is 18 years of age or older (where the Spark or Teams Event is at a Venue Provider that serves or permits alcohol);

(b)you have informed your Guest of the existence and content of our Privacy Policy, and your Guest has consented to the disclosure of their name, contact details and any dietary, allergen, accessibility or special-request information that you provide to us in connection with the Booking; and

(c)you have the authority to share your Guest's Personal Information with us for the purposes of the Booking.

7.3You acknowledge that we are not responsible for, and disclaim all liability in respect of, any act or omission of your Guest.

8. Acceptable use

8.1You must not, and must not permit any third party to:

(a)access or attempt to access the underlying source code, databases or technical infrastructure of the Platform;

(b)probe, scan or test the vulnerability of any system or network forming part of the Platform;

(c)use any automated tool to extract data or content from the Platform beyond normal individual usage;

(d)reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, algorithms or technical specifications of the Platform;

(e)create any derivative work based on, or competing product or service using, any part of the Platform;

(f)use the Platform, any output of the Platform, or any data accessed through the Platform to develop, train, fine-tune or improve any AI model, machine learning system or competing platform;

(g)licence, sell, rent, lease, transfer, assign, distribute or otherwise commercially exploit, or make available to any third party, the Platform or any part of it;

(h)submit any content that is unlawful, infringing, defamatory, threatening, discriminatory, harassing, obscene or that misrepresents the identity of any person;

(i)use the Platform for any purpose other than the receipt of Sparks and/or attendance at Teams Events; or

(j)use the Platform in any manner that breaches any applicable law, any policy or code of conduct of the Client, or any third-party right.

8.2We may suspend or terminate your access in accordance with clause 16 if you breach this clause 8.

9. Age and alcohol confirmation

9.1At the point of any Booking at a Venue Provider that serves or permits alcohol on its premises, you will be presented with an age-confirmation disclaimer. You must affirmatively confirm that you (and, where applicable, your Guest) are 18 years of age or older before proceeding.

9.2You acknowledge that the in-Platform age confirmation is not, and does not purport to be, a formal identity-verification or "know your customer" process. Final responsibility for verification of age at the relevant premises (including for the service of alcohol) rests with the Venue Provider as licensee under the Liquor Act 2007 (NSW) (or equivalent legislation in the relevant jurisdiction).

10. Photos, feedback and content

10.1You may submit feedback, ratings, comments, suggestions, photographs and other content through the Platform ("User Content"). You retain ownership of all User Content you submit, subject to the licences and assignments set out in this clause 10.

10.2You grant us a perpetual, irrevocable, worldwide, royalty-free, non-exclusive and sublicensable licence to use, host, reproduce, store, communicate, adapt and display User Content for the purposes of: (a) operating and improving the Platform and the Services; (b) sharing relevant User Content with the relevant Venue Provider for the purposes of fulfilling the Booking; and (c) generating de-identified or aggregated reports for the Client.

10.3To the extent it is User Content consisting of feedback, suggestions, ideas or improvement proposals in relation to the Platform, you assign to us, with effect from the time of creation, all intellectual property rights in that User Content. We may use such feedback for any purpose, including the development and commercialisation of the Platform, without obligation to you.

10.4You warrant that:

(a)you own, or have the right to grant the licences set out in, your User Content;

(b)your User Content does not infringe any third-party intellectual property right, privacy right, or other right; and

(c)where your User Content includes images, voice or other Personal Information of any individual other than yourself, you have obtained that individual's informed consent to its submission and use as contemplated by this clause 10.

10.5We may, at our discretion, remove or refuse to publish any User Content that we reasonably consider breaches this EULA, breaches any law, or is otherwise inappropriate.

11. Manager notes (Sparks)

11.1Where the Client enables manager-note delivery, your manager (or another nominated person at the Client) may compose a personal note to be printed and delivered at the Venue Provider on the night of your Spark.

11.2We will use reasonable endeavours to arrange for the printing and delivery of the manager note. We do not warrant that the note will be delivered at all, at any particular time, or in any particular form. Delivery depends on the cooperation of the Venue Provider, and we have no control over the conduct of the Venue Provider.

11.3The manager note is composed by, and is the responsibility of, the Client. We act only as a conduit. The Client (and not Humanta) is responsible for the content of the manager note.

12. Intellectual property

12.1As between you and us, we own (or are licensed to use) all intellectual property rights in the Platform, including the source code, object code, algorithms, machine learning models, prompts, workflows, system architecture, databases, schemas, user interfaces, integrations and infrastructure, and all improvements, modifications and derivative works thereof.

12.2We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform solely for the purpose of receiving the Services in accordance with this EULA. All other rights are reserved.

12.3You must not remove, obscure or alter any proprietary notice, trade mark, copyright notice or attribution on or in the Platform.

13. Privacy and your information

13.1Our collection, use, storage and disclosure of your Personal Information is governed by the Privacy Policy available at humanta.co/privacy. By accepting this EULA you confirm that you have been provided with the Privacy Policy, have read it, and consent to the collection, use and disclosure of your Personal Information as described in it.

13.2You consent to our collection, use and disclosure of any Sensitive Information you choose to provide to us (including allergen, intolerance, dietary, accessibility and medical information) for the purpose of fulfilling your Bookings and the Services more broadly, and for the limited purposes set out in the Privacy Policy.

13.3You acknowledge that, in order to fulfil a Booking, we are required to disclose your name, contact details and (where you have provided them) your dietary, allergen, accessibility and special-request information to the relevant Venue Provider.

13.4Cross-border disclosure of your Personal Information. (a) Humanta's primary platform infrastructure, including the databases storing your Personal Information, is hosted on cloud infrastructure located outside Australia, primarily in the United States. (b) Humanta also engages sub-processors located outside Australia (including, in particular, AI and large-language-model providers, communications providers, analytics providers, internal-messaging providers and other infrastructure providers) who may receive, store or process your Personal Information overseas. The current list of sub-processors, and the countries in which they process Personal Information, is described in our Privacy Policy and is available on request to privacy@humanta.co. (c) Personal Information disclosed to overseas recipients may include any Sensitive Information you elect to provide (as referred to in clause 13.2). (d) You acknowledge that you have been informed that, if you consent to the cross-border disclosures described in this clause, Australian Privacy Principle 8.1 will not apply to those disclosures and section 16C of the Privacy Act 1988 (Cth) will not operate to make Humanta accountable for an act or practice of an overseas recipient that would, if engaged in by Humanta in Australia, have breached the Australian Privacy Principles. (e) By accepting this EULA at first access to the Platform, you give your express and informed consent under Australian Privacy Principle 8.2(b) to the cross-border disclosures described in this clause. (f) You may withdraw your consent under this clause at any time by contacting privacy@humanta.co. Because Humanta's core platform infrastructure is located outside Australia, withdrawal of consent will mean that we cannot continue to provide you with access to the Platform; in that event, your account will be deactivated and your Personal Information will be handled in accordance with the retention and deletion provisions of the Privacy Policy.

13.5You consent to our creation and use, in perpetuity, of Anonymised Data (data derived from your use of the Platform that has been de-identified in accordance with the Privacy Act 1988 (Cth) such that it is no longer Personal Information) for purposes including analytics, benchmarking, product development, AI model training, research and the marketing of the Platform.

13.6You may exercise your rights of access to, and correction of, your Personal Information in accordance with the Privacy Policy. If you have a privacy complaint, please follow the complaint process set out in the Privacy Policy.

14. Disclaimers and Australian Consumer Law

14.1Platform "as is". Subject to clause 14.4, the Platform is provided on an "as is" and "as available" basis. We do not warrant that the Platform will be available at any particular time, will operate without interruption or error, will meet your specific requirements, or that any Spark recommendation will be available with the relevant Venue Provider.

14.2No warranty in respect of Venue Providers. Subject to clause 14.4, we make no representation, warranty or condition (whether express, implied, statutory or otherwise) about any Venue Provider, including in respect of the quality, safety, fitness for purpose, hygiene or food-safety standards of the Venue Provider, the conduct of Venue Provider personnel, or the suitability of any Venue Provider for any particular purpose.

14.3AI-assisted recommendations. You acknowledge that the Platform uses AI-assisted matching to generate recommendations. AI-assisted recommendations may be incomplete or inaccurate. You are responsible for assessing the suitability of any recommended Venue Provider, Spark or Teams Event for your circumstances (including in light of any dietary, allergen, accessibility or other personal requirements) before confirming a Booking.

14.4Australian Consumer Law. Nothing in this EULA excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law that cannot lawfully be excluded, restricted or modified. To the extent the Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, and to the maximum extent permitted by section 64A of the Australian Consumer Law, our liability for any failure to comply with a consumer guarantee is limited, at our option, to (a) supplying the Services again, or (b) the payment of the cost of having the Services supplied again.

15. Liability

15.1The limitations and exclusions of liability in this clause 15 apply to liability arising in contract, in tort (including negligence), under statute, under indemnity, or otherwise.

15.2Excluded loss. To the maximum extent permitted by law, we are not liable to you for any indirect, consequential, special, incidental, exemplary or punitive loss, or for any loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, loss of anticipated savings, loss of data or loss of management time, in each case whether arising directly or indirectly.

15.3Venue Provider firewall. Without limiting clause 5, to the maximum extent permitted by law we have no liability whatsoever to you in respect of any act, omission, breach, negligence or insolvency of any Venue Provider, including in respect of any personal injury, illness, allergic reaction, food-borne illness, property damage, theft, harassment or other harm suffered at, by, or in connection with a Venue Provider.

15.4Cap. Subject to clauses 14.4 and 15.5, our total aggregate liability to you under or in connection with this EULA is limited to AUD $500 (five hundred Australian dollars).

15.5Carve-outs. Nothing in this EULA limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation by us; or (c) any other liability which cannot lawfully be limited or excluded.

15.6Time bar. No claim may be brought by you under or in connection with this EULA unless written notice of the claim is given to us within twelve (12) months after you become aware (or ought reasonably to have become aware) of the circumstances giving rise to the claim. This time bar does not apply to the carve-outs in clause 15.5.

16. Suspension and termination

16.1You may discontinue use of the Platform at any time. To close your account, contact us at hello@humanta.co or use the account-closure function in the Platform.

16.2We may suspend or terminate your access to the Platform immediately by notice (which may be given in-Platform or by email) if:

(a)you breach this EULA;

(b)the Client withdraws your nomination, or your employment or engagement with the Client ends;

(c)the Master Services Agreement between us and the Client is suspended or terminated;

(d)we reasonably consider that continued provision of the Platform to you would breach any applicable law or expose us to legal, regulatory or reputational risk; or

(e)we discontinue the Platform.

16.3On termination of your access for any reason: (a) your right to access the Platform ceases immediately; (b) clauses 5 (marketplace structure), 8 (acceptable use, in respect of pre-termination conduct), 10 (User Content licences and assignments), 12 (intellectual property), 13 (privacy), 14 (disclaimers), 15 (liability) and 18 (general) survive; and (c) we may retain and use Anonymised Data as contemplated by clause 13.5.

17. Updates to this EULA

17.1We may update this EULA from time to time. The current version is available within the Platform and at any URL we notify.

17.2If we make a material change to this EULA, we will notify you (by email or by an in-Platform notice) at least fourteen (14) days before the change takes effect, and will require you to re-confirm your acceptance through an updated consent gate. If you do not accept the updated EULA, your access to the Platform will be discontinued in accordance with clause 16.

17.3Non-material updates (including for typographical, clarifying or administrative reasons) take effect on posting and your continued use of the Platform constitutes acceptance.

18. General

18.1Governing law and jurisdiction. This EULA is governed by the laws of New South Wales, Australia. You irrevocably submit to the exclusive jurisdiction of the courts of New South Wales and the courts hearing appeals from those courts.

18.2Entire agreement. This EULA (together with the Privacy Policy and any in-Platform terms expressly incorporated into it) constitutes the entire agreement between us in relation to its subject matter and supersedes all prior agreements, promises, representations and understandings between us.

18.3Assignment. You must not assign or transfer any of your rights or obligations under this EULA. We may assign or transfer this EULA to (a) an affiliate, or (b) a purchaser of all or substantially all of our business or assets.

18.4Notices. Notices from us to you may be given by email to the address you have provided in the Platform, or by in-Platform notification. Notices from you to us must be sent to hello@humanta.co.

18.5Severance. If any provision of this EULA is held to be invalid or unenforceable, it is to be read down or severed to the extent of the invalidity or unenforceability, and the remaining provisions continue in full force and effect.

18.6Waiver. A waiver of any right or remedy under this EULA is effective only if given in writing and is not a waiver of any subsequent right or remedy.

18.7No employment relationship. Nothing in this EULA constitutes us as your employer, principal or agent, or constitutes you as our employee, agent or contractor.

18.8Relationship with the Client. This EULA does not affect the terms of your engagement with the Client, and the Client is not a party to this EULA. The Client and Humanta have entered into a separate Master Services Agreement; this EULA does not give you any right to enforce that Master Services Agreement.

Acceptance

By ticking the consent box presented to you on first access to the Humanta Platform (or by otherwise accessing or using the Humanta Platform after the effective date of this EULA), you confirm that:

(a)you have read and understood this EULA and the Privacy Policy;

(b)you accept and agree to be bound by this EULA;

(c)you consent to our collection, use, storage and disclosure of your Personal Information (including any Sensitive Information you choose to provide) as described in the Privacy Policy; and

(d)you are at least 18 years of age; and

(e)you give your express and informed consent under Australian Privacy Principle 8.2(b) to the cross-border disclosure of your Personal Information as described in clause 13.4.

If you do not accept the terms of this EULA, please do not proceed past the consent screen, and please contact your employer (the Client) to advise that you do not wish to participate.