License Undertaking

Subject to and conditional upon the timely payment in full of all applicable subscription fees by the Licensee, AIUC Global (the Licensor) hereby grants to the Licensee a non-exclusive, non-transferable, and revocable licence to access and use the AI Usage Classification Standard, together with any associated materials, resources, and tools, strictly in accordance with the terms and conditions of this Agreement.

Agreed Terms

Definitions:

"AI Usage Classifications" is the list of classifications represented in Australian registered trademark number 2570674, details of which are set out in Part 1 of the Schedule.

"Artefacts, content, products and systems" are outputs created through human or AI processes, ranging from intermediate work items to information or media for communication, to finished goods or services for delivery, and integrated components that work together to perform a function or purpose. A full list of types and associated examples can be found in section 5.05 of the Code of Practice.

"Badges" refers to the AI Usage Classification™ Badges.

"Classification Badge" means the digital representations of the AI Usage Classifications, details of which are set out in Part 2 of the Schedule.

"Code of Practice" means the AI Usage Classifications Code of Practice incorporating the rules and conditions governing the use of the Classification Badges and the Trademarks by both the Licensor and the Licensee.

"Licencing Classes" is the list of AI Usage Classification Licence classes represented on www.aiuc.global/licenses.

"Licensing Badges" means the digital representations of the AI Usage Classification Licence Classes, details of which are displayed on www.aiuc.global/licenses.

"Licensor" refers to AIUC Global Pty Ltd (ABN: 19 689 367 048)

"Licensee" means the individual, company, or other legal entity that has entered into this Agreement with Licensor and to whom the rights, privileges, and obligations set out in this Licence are granted.

"Logos" means the combination of the AI Usage Classification™ and AIUC Global logos covered in Part 2 and Part 4.

"Trademarks" means:

• i. AI Usage Classifications name (Schedule Part 3).
• ii. AI Usage Classification labels (Schedule Part 1).
• iii. Australian registered trademark number 2570674, details of which are set out in Part 1, 2 and 3 of the Schedule.
• iv. Such other registered or unregistered trademarks which the Licensor notifies in writing to the Licensee from time to time.

1. Background

1.1. The manner in which the Licensor is entitled to use the AI Usage Classifications and associated badge representations, details of which are set out in the Schedule below, is governed by the rules contained in the "AI Usage Classifications Code of Practice".

1.2. The Licensor is entitled to authorise specified persons and organisations to use the trademark and the badge representations in accordance with the Code of Practice and may authorise the Licensee to engage in such use.

1.3 Pursuant to Part III of the Code of Practice, the Licensee now provides the Licensor with the following warranty and indemnity.

2. Payment of Subscription Fees

2.1. The Licensee shall be responsible for the payment of all subscription fees applicable to the selected licensing tier.

2.2. Subscription fees are payable in advance and shall cover the initial twelve (12) month term, commencing on the date of the initial payment, unless otherwise agreed in writing.

2.3. The Licence shall automatically renew for successive twelve (12) month periods, provided that all subscription fees for the forthcoming term are paid prior to the renewal date.

2.4. Failure by the Licensee to make any payment when due shall constitute a material breach of this Agreement and may result in immediate suspension or termination of the Licence at the sole discretion of the Licensor.

2.5 All fees are non-refundable except where otherwise required by law or expressly agreed in writing by Licensor.

3. Warranty and indemnity

3.1. Warranty by the Licensee

In consideration of being authorised to use the Trademarks by the Licensor and in accordance with Part III of the Code of Practice, the Licensee warrants that:

• a. the Licensee agrees to be bound by the rules and conditions outlined in the Code of Practice;
• b. the Licensee will ensure that the artefacts, content, products and systems at all times comply with the rules and conditions for the use of the Badges, Logos and Trademarks as detailed in the Code of Practice and, in particular, that each of the artefacts, content, products and/or systems meets the relevant criteria set out in the Code of Practice for use of the classification with the generation, creation, design or development claim to be made in respect of the artefacts, content, products and/or systems;
• c. the Licensee will maintain documentary records sufficient to demonstrate the compliance of the artefacts, content, products and/or systems with the relevant criteria set out in the Code of Practice;
• d. the Licensee will cooperate fully with the Licensor or its representatives if required to submit to a compliance audit or investigation in respect of its use of the Badges, Logos or Trademarks;
• e. all material provided by the Licensee on the AIUC Global website is true and correct, complies with the law and does not infringe the rights of any third party;
• f. any sales information provided to the Licensor as the basis for calculation of any licence fee payable under the Code of Practice will be an accurate statement of actual revenue or an honest projection of estimated revenue of the company, as the case may be; and
• g. the person signing this warranty and indemnity is authorised to do so on behalf of the Licensee.

3.2. Indemnity by the Licensee

• a. The Licensee must indemnify and keep indemnified the Licensor against any claims made by any third person in connection with the Licensee's use of the Trademarks.
• b. The Licensee will also indemnify the Licensor against all losses, costs, demands, expenses and liabilities whatsoever arising out of or referable to any circumstances which would not have arisen but for a breach of the warranties given in clause 3.1.

3.3. Continuing Obligation

The indemnity stated in clause 3.2 is a continuing obligation separate and independent from the Licensee's obligations under Code of Practice and survives the term of any authorisation to use the Trademarks and Badges granted to the Licensee pursuant to the Code of Practice. It is not necessary for the Licensor to incur any expense or make payment before enforcing such indemnity.

3.4. Term

This Licence shall commence on the date of the initial subscription payment and shall remain in force for so long as all subscription payments are duly made and kept up to date. The initial subscription term shall be for a period of twelve (12) months, unless otherwise agreed in writing between the parties, and shall automatically renew for successive twelve (12) month periods unless either party provides not less than thirty (30) days' written notice of its intention not to renew prior to the expiry of the then-current term.

4. Governing Law

This warranty and indemnity will be construed in accordance with and be governed by the laws of the State of Western Australia and the parties hereby submit to the jurisdiction of the Courts of the State of Western Australia including the Federal Court of Australia.

Part 1. AI Usage Classification Labels

AI Usage Classification labels as per Australian registered Trade Mark number 2570674.

Part 2. AI Usage Classification Badges

Circular: Round format badges for each classification.

Horizontal: Horizontal format badges for each classification.

Part 3. Other trademarks

AI Usage Classifications™ name and associated trade marks.

Part 4. Other Logos

AIUC Global logos, AI Usage Classification logos, AIUC logos, and slogan.