Investors & partners

Parties

IT7Q Cyber-Tech Services (ABN 43 922 878 001), Kallangur QLD 4503, Australia ("IT7Q", "we", "us").

You, the person accepting this agreement online, and, if you accept on behalf of an organisation, that organisation ("you"). If you accept on behalf of an organisation, you confirm you are authorised to bind it.

1. Why we're sharing

You want to see confidential detail about IT7Q's divisions and projects, to consider a possible investment, partnership, customer or supplier relationship, or other business dealing with IT7Q (the "Purpose"). IT7Q will share Confidential Information with you for the Purpose only. You are not asked to share any confidential information of your own under this agreement.

2. What's confidential

"Confidential Information" means any information IT7Q makes available to you, in any form, through the IT7Q website's protected area or otherwise in connection with the Purpose. It includes:

• product, service and project details, features, designs, plans, roadmaps and status;
• technical information, prototypes and methods;
• pricing and commercial terms;
• business, investor and partner materials;
• anything marked or described as confidential, or that a reasonable person would understand to be confidential.

3. What doesn't count

Confidential Information does not include information that you can show:

• (a) is or becomes public, other than through a breach of this agreement;
• (b) you already lawfully knew, without a duty of confidence, before IT7Q disclosed it;
• (c) you lawfully receive from someone else who is free to disclose it; or
• (d) you develop independently, without using the Confidential Information.

4. What you agree to do

You agree to:

• (a) keep the Confidential Information confidential;
• (b) use it only for the Purpose;
• (c) not disclose it to anyone, except your employees or professional advisers who need to know it for the Purpose and who are bound by confidentiality duties at least as strict as these. You are responsible for anything they do with it;
• (d) not copy, download, screenshot, record or reproduce it, except as reasonably needed for the Purpose;
• (e) not share your login, or let anyone else use your access;
• (f) protect it with at least reasonable care; and
• (g) tell IT7Q promptly if you become aware of any unauthorised use or disclosure.

5. If the law requires disclosure

If a law, court or regulator requires you to disclose Confidential Information, you may do so, but only to the extent required. Where the law allows, you'll tell IT7Q first so it can seek protection.

6. Access to the protected area

• (a) Accepting this agreement does not by itself give you access. IT7Q reviews each request and may approve, limit or refuse it in its discretion.
• (b) IT7Q may suspend or end your access at any time, with or without reason.
• (c) Your access ends automatically when this agreement's term ends (clause 8).
• (d) Material you view may be marked with your email address.

7. Returning or destroying information

When your access ends, or whenever IT7Q asks, you will stop using the Confidential Information and destroy or return any copies you hold, except copies you must keep by law. Clause 4 keeps applying to anything you keep.

8. Term

• (a) This agreement starts when you accept it and runs for three (3) years (the "Term"). Your access to the protected area ends when the Term ends, or earlier under clause 6.
• (b) Your obligations under clauses 4, 5, 7, 9 and 10 survive the end of the Term (or any earlier end of your access):
  • (i) for Confidential Information that is a trade secret, for as long as it remains a trade secret; and
  • (ii) for all other Confidential Information, for two (2) years after the Term ends.
• (c) Ending the Term or your access does not affect any rights either party already has, including for a breach that happened before then.

9. No other rights

• (a) IT7Q keeps all rights, including intellectual property, in the Confidential Information. You get no licence or other right except to use it for the Purpose.
• (b) The information is provided "as is". IT7Q makes no promise that it is complete or accurate, except as required by law.
• (c) Neither party has to enter into any further agreement or transaction.

10. Remedies

You acknowledge that a breach could cause IT7Q harm that money alone can't fix, so IT7Q may seek an injunction or other court orders as well as any other remedy.

11. Your personal information

IT7Q collects your name, email, organisation, reason for access, typed signature, acceptance time, IP address and browser details to manage this agreement and your access. We handle it under our Privacy Policy (it7q.com.au/legal/privacy/). We keep your acceptance record for the Term plus two years, and IP addresses and access logs for 12 months.

12. General

• (a) This agreement is governed by the laws of Queensland, Australia. Both parties submit to the non-exclusive jurisdiction of Queensland courts.
• (b) This is the entire agreement about its subject matter. It can only be changed in writing signed by both parties.
• (c) If any part is unenforceable, that part is severed and the rest continues.
• (d) You may not transfer your rights under this agreement.

13. Electronic acceptance

By typing your name, ticking the box and selecting "I agree", you sign this agreement electronically and agree to be bound by it. We record your typed name, email, the date and time, this version number and a fingerprint (SHA-256) of this text, and we email you a copy.