Acouso-ROOM Software Licence Agreement

1.1 Agreement

This Acouso-ROOM Software Licence Agreement (Agreement) is between Acouso Pty Ltd ACN 683 118 756 (Acouso, we, us or our) and the person or entity that accepts this Agreement (Customer, you or your). It governs your access to and use of Acouso-ROOM.

1.2 Acceptance and authority

By selecting an acceptance checkbox, purchasing a Subscription, downloading, installing, accessing or using the Software, you agree to this Agreement. If you accept for an entity, you represent that you have authority to bind it. If you do not agree or have that authority, do not use the Software.

1.3 Definitions

In this Agreement:

• Acouso Technology means the Software and Acouso's software code, cloud services, algorithms, methods, schemas, taxonomies, field mappings, feature definitions, validation rules, extraction and transformation logic, databases, designs and related technology and intellectual property. It does not include Customer Project Data.
• Authorised User means an individual named user authorised under the Subscription Details to use the Software for the Customer.
• Confidential Information means non-public technical, commercial, security or business information disclosed by a party, including non-public Acouso Technology and Customer Project Data. It excludes information the recipient can show was lawfully public, already known without restriction, independently developed or lawfully received without a confidentiality duty.
• Customer Project Data means models, files, geometry, parameters, materials, constructions, room information, analysis settings, standards, inputs and other project information submitted by or for the Customer to the Software. It excludes Acouso Technology.
• Documentation means user guides, release notes, system requirements and other documentation Acouso provides for the Software.
• Evaluation Access means Trial Access or Free Access.
• Free Access means limited, no-charge evaluation access identified as free access in the Subscription Details and made available while Acouso offers it. Free Access is not guaranteed for any minimum period.
• Output means a project-specific result, calculation, report, schedule, visualisation, recommendation or other output generated through the Software, including a dataset generated or structured using Acouso Technology.
• Preview Feature means functionality that Acouso expressly identifies in the Software or Documentation as beta, preview or early access functionality.
• Software means Acouso-ROOM, including its application, Documentation, related cloud functionality and any update Acouso makes available to the Customer under section 8.3.
• Subscription means the Customer's paid or Evaluation Access entitlement to use the Software under the Subscription Details.
• Subscription Details means the checkout, order, account, marketplace or confirmation information that identifies the applicable plan, licensing arrangement, billing interval, fees, number or pool of Authorised Users, any concurrent-use limit, device allowance, processing allowance, distribution or payment channel, and any other access or usage limits.
• Subscription Term means the applicable paid Subscription period stated in the Subscription Details or the period during which Evaluation Access remains active.
• Trial Access means time-limited evaluation access identified as trial or evaluation access in the Subscription Details.
• Third-Party Software means software or services not controlled by Acouso, including Autodesk Revit and Revit add-ins.

2.1 Licence grant

Subject to compliance with this Agreement and, for a paid Subscription, payment of applicable fees, Acouso grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable licence during the Subscription Term to permit its Authorised Users to install and use the Software. A paid Subscription may be used for the Customer's internal business and professional consulting purposes, subject to section 2.2. Evaluation Access is limited to section 2.5.

2.2 Professional services for clients

An Authorised User may use the Software as part of professional services the Customer provides to its clients, provided that:

• the Customer retains control of the Software and the professional work;
• the client does not receive direct access to the Software or Acouso Technology;
• the Software is not resold or sublicensed, and the Customer does not offer automated or stand-alone processing whose primary purpose is to provide a third party with the functionality of the Software; and
• the Customer complies with the professional-responsibility requirements in section 6.

2.3 Named users, pooled access and device verification

Unless the Subscription Details expressly provide for a pooled arrangement, the Subscription is limited to the number of named Authorised Users stated in the Subscription Details. Access is personal to each Authorised User and credentials must not be shared.

Where the Subscription Details provide for a pooled arrangement, the Customer may maintain the stated pool of named Authorised Users, subject to the stated concurrent-use limit and Acouso's reasonable user-management procedures. Each Authorised User must use their own credentials. A pooled arrangement does not permit access by unnamed users or use outside the purposes permitted by this Agreement.

The Software may require a licence key, email login, machine code, device activation or another authentication method. Acouso may use reasonable authentication and device-verification measures and may limit activations in accordance with the Subscription Details or Documentation. Device verification does not convert a named-user Subscription into a transferable or shared-device licence.

The Customer may permit an employee or individual contractor to be an Authorised User only for the Customer's permitted use. The Customer is responsible for ensuring its Authorised Users comply with this Agreement.

The Customer must take reasonable steps to keep authentication credentials secure and prevent unauthorised access. The Customer must promptly notify Acouso if it knows or reasonably suspects that credentials have been lost, disclosed or compromised or that the Software has been used without authorisation. The Customer is responsible for use by its Authorised Users and by any person whom the Customer or an Authorised User permits to access the Software.

2.4 Technical requirements

Core functionality requires internet connectivity and compatible Third-Party Software. The Customer is responsible for obtaining and maintaining the equipment, connectivity and third-party licences needed to use the Software.

2.5 Evaluation Access

Acouso may provide Evaluation Access on the terms stated in the Subscription Details. Evaluation Access is for genuine evaluation and must not be used primarily to avoid obtaining a paid Subscription. It may be evaluated using authorised Customer Project Data, including a separate copy of data from a live project.

Evaluation Access must not be used for production work, final client deliverables, design, certification or compliance decisions, or other professional reliance. This restriction is in addition to the professional-responsibility requirements in section 6.

Trial Access may be limited by time, functionality, user or device and expires automatically at the end of the stated period. Free Access may be limited by functionality, user or device and may be changed or discontinued on reasonable notice, subject to applicable law. Acouso may suspend Evaluation Access in the circumstances described in section 11.1.

Any conversion to a paid Subscription, including the applicable fees and renewal terms, must be stated in the Subscription Details and accepted by the Customer.

2.6 Preview Features

A Preview Feature may be incomplete, changed, suspended or withdrawn and may not have completed commercial validation. The Customer must independently verify its results and must not use them as the sole basis for a design, certification, compliance decision or client deliverable. This section applies only to functionality expressly identified as a Preview Feature.

3.1 Fees, taxes and renewal

For a paid Subscription, the Customer must pay the fees in the Subscription Details. Unless the Subscription Details identify another authorised payment channel, online payments made directly to Acouso are processed through Stripe. Unless checkout states otherwise, prices are in Australian dollars, exclude GST and are payable in advance. A paid monthly or annual Subscription automatically renews for the same interval using the associated payment method unless cancelled before renewal.

3.2 Cancellation

The Customer may cancel automatic renewal at any time before the next renewal through an available customer portal or by contacting Acouso. Cancellation takes effect at the end of the current paid Subscription Term. The Customer retains access until then.

Except where required by law or expressly stated in a published refund policy, cancellation does not entitle the Customer to a refund for a current or partly used Subscription Term.

3.3 Fee changes

Acouso may change fees for a future Subscription Term by giving at least 30 days' notice before the change takes effect. If the Customer does not accept the revised fee, it may cancel before renewal. Acouso will not increase the agreed fee for the current prepaid Subscription Term.

3.4 Failed payment

If a payment is overdue, Acouso may suspend paid functionality after giving reasonable notice and an opportunity to correct the payment failure. Suspension does not waive amounts already due.

3.5 Third-party marketplaces

If the Software is downloaded or obtained through an authorised third-party marketplace, including an Autodesk marketplace, the marketplace's terms apply to the Customer's access to and use of that marketplace and to any transaction the marketplace actually processes. This Agreement continues to govern the Customer's use of the Software.

Where the Subscription Details identify the marketplace as processing a payment or Subscription, the marketplace's applicable terms may govern that transaction, including billing, renewal, cancellation and refunds. Otherwise, those matters remain governed by this section 3. A marketplace term prevails over this Agreement only to the extent necessary to govern use of the marketplace or a transaction it processes.

4.1 Restrictions

The Customer must not, and must not allow another person to:

1. rent, lease, sell, sublicense, distribute, publish, transfer or otherwise make the Software, Documentation, Acouso Technology or authentication credentials available to an unauthorised person;
2. share authentication credentials, allow use by anyone other than an Authorised User, exceed a user, user-pool, concurrent-use or device limit stated in the Subscription Details, or bypass or defeat an access, licence, device, usage or feature control;
3. use a shared, hosted, server-based or virtual environment in a way that permits unlicensed access or avoids named-user or device controls;
4. interfere with, disrupt, overload, probe, scan or gain unauthorised access to the Software or an Acouso system, network or cloud service;
5. use an unauthorised API, script, bot, scraper, headless environment, simulated input, batch process or other automated means to access or operate the Software;
6. copy, modify, adapt, translate, merge or create a derivative work from the Software or Documentation except as expressly permitted by Acouso;
7. reverse engineer, decompile, disassemble or otherwise attempt to derive source code, object-code structure, algorithms, methods, schemas, mappings, validation logic or other Acouso Technology;
8. monitor, intercept, record, replay, manipulate or analyse communications, responses, error messages, timing or behaviour for the purpose of extracting, replicating or defeating Acouso Technology or security controls;
9. use the Software, Documentation, Acouso Technology, an Output or a dataset generated or structured by the Software for the purpose of training, fine-tuning, validating or benchmarking an artificial-intelligence or machine-learning system, or developing or improving a competing product, without Acouso's prior written consent;
10. use Acouso Technology or Confidential Information to develop, test, support or improve a product or service that competes with the Software;
11. remove or alter a copyright, trade mark, confidentiality, attribution or proprietary notice; or
12. use the Software unlawfully, in breach of applicable export-control or sanctions law, or in a safety-critical or life-critical application for which it was not designed.

The examples in this section are not exhaustive and do not limit the general nature of a restriction.

4.2 Rights that cannot be restricted

Section 4.1 does not prohibit an act to the extent the restriction cannot lawfully apply, including under applicable provisions of the Copyright Act 1968 (Cth).

4.3 Protective action

Acouso may use reasonable technical and administrative measures to identify and investigate suspected misuse. Acouso may suspend affected access immediately where reasonably necessary to protect users, systems, Customer Project Data, Confidential Information or Acouso Technology, and will act proportionately having regard to the evidence, urgency and likely impact.

5.1 Ownership and authority

The Customer retains ownership of Customer Project Data and its pre-existing work. The Customer represents that it has the rights, permissions and authority required to submit and process Customer Project Data through the Software.

The Customer must not submit information where doing so would breach a law, professional or client obligation, confidentiality obligation or third-party right. Unless Acouso expressly requests and lawfully handles it, the Customer must not include sensitive personal information and should remove personal information that is not reasonably necessary for the permitted use.

5.2 Limited processing permission

The Customer grants Acouso a non-exclusive licence to host, copy, transmit and process Customer Project Data and project-specific content contained in Outputs only as reasonably necessary to provide, operate, secure and support the Software, comply with law, enforce this Agreement, and obtain the advice, insurance, audit or claims assistance permitted under this section.

Acouso does not sell Customer Project Data or project-specific content in Outputs. Acouso may disclose that information only to service providers reasonably required to provide, operate, secure or support the Software under appropriate confidentiality obligations; to professional advisers, insurers or auditors subject to appropriate confidentiality or professional duties where reasonably necessary for advice, compliance or claims; in connection with an assignment permitted by section 13.3 under equivalent obligations; or where required or authorised by law.

5.3 AI and machine-learning training

Acouso does not use Customer Project Data or project-specific content in Outputs to train or fine-tune an artificial-intelligence or machine-learning model and does not permit a service provider to use that information to train its own models, unless the Customer separately and expressly agrees to that use.

This restriction does not prevent Acouso from processing Customer Project Data through a model solely to provide functionality requested by the Customer, where that processing is otherwise consistent with this Agreement and the Privacy Policy. It does not restrict Acouso's use of Acouso Technology, synthetic data or other material Acouso is lawfully entitled to use for development and training.

5.4 Privacy and current data practices

Acouso handles personal information and describes its current Customer Project Data and Output storage, retention and service-provider practices in the Privacy Policy at https://www.acouso.com/privacy. The Software and those practices may change as its functionality and architecture develop, subject to applicable law and the notice requirements in this Agreement.

5.5 Backups

The Customer must maintain independent, usable backups of Customer Project Data and appropriate security controls. Unless a separate written agreement signed by both parties expressly provides otherwise, the Software is not a backup, archival or disaster-recovery service. Acouso does not guarantee that Customer Project Data, settings or Outputs will be recoverable following loss, deletion, corruption or termination.

The Software assists acoustic analysis but does not replace professional judgement. The Customer remains responsible for project context, inputs, assumptions, modelling decisions and professional work using an Output.

Before using an Output for design, advice, specification, certification, compliance, regulatory submission or a client deliverable, appropriately qualified personnel must review and verify it using suitable professional methods and investigate warnings or anomalies. Acouso does not certify projects or guarantee compliance with a code, standard, contract or law.

Output quality depends on Customer Project Data, modelling practices and Third-Party Software. Acouso is not responsible for an error caused by inaccurate or incomplete data, an unsupported configuration, a third-party change or a matter outside its reasonable control.

7.1 Acouso Technology

Acouso and its licensors retain all rights, title and interest in Acouso Technology, the Software, Documentation and all related intellectual property. No ownership right is transferred to the Customer.

7.2 Customer work and Outputs

The Customer retains ownership of Customer Project Data and its pre-existing work. As between the parties, the Customer owns project-specific content in an Output to the extent intellectual property rights subsist in that content, excluding Acouso Technology. The Customer may use Outputs for the purposes permitted by this Agreement, but may not extract, reuse or exploit Acouso Technology except as expressly permitted.

7.3 Feedback

If the Customer voluntarily provides suggestions, observations, bug reports or feature requests about the Software (Feedback), it grants Acouso a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable and royalty-free licence to use and incorporate that Feedback for any purpose without attribution or compensation.

Feedback does not include Customer Project Data, client Confidential Information or material the Customer is not authorised to provide. The Customer represents that it is entitled to provide the Feedback.

8.1 Availability

The Software relies on internet, cloud and third-party services and may be unavailable or degraded. This Agreement includes no numerical uptime commitment or service credit.

8.2 Processing and usage limits

The Software may be subject to reasonable technical and usage limits, including limits on project or file size, submission frequency, concurrent processing and processing volume. A limit that materially defines a paid plan's processing entitlement will be stated in the Subscription Details. Technical limits may be stated in the Documentation and may vary by Subscription type.

Acouso may apply an additional temporary and proportionate limit where reasonably necessary to protect the security, integrity, availability or fair use of the Software. Where practicable, Acouso will notify the Customer of the limit and remove it when it is no longer reasonably necessary.

Acouso may change plan-specific limits for a future Subscription Term by giving at least 30 days' notice before the change takes effect. If the Customer does not accept the changed limits, it may cancel before renewal.

8.3 Included updates and separate offerings

Unless the Subscription Details state otherwise, a paid Subscription includes the version of the Software made available for the applicable plan and any maintenance, security or minor update that Acouso makes generally available without separate charge to customers on the same plan during the Subscription Term. Acouso is not required to develop or release any particular update, feature or version.

A major version upgrade, new module, premium feature or separate product is included only where stated in the Subscription Details. Acouso may offer any such item under separate terms and for an additional fee.

An update that Acouso requires the Customer to install under section 8.4 during a current prepaid Subscription Term will be made available without an additional fee for that Subscription Term.

8.4 Required updates

Acouso may issue or require an update where reasonably necessary for security, legal compliance, compatibility or continued operation. Where practicable, Acouso will give reasonable notice of a required update or the end of compatibility with an older version.

The Customer must install a required update within the reasonable period stated in Acouso's notice or, where an urgent security or legal issue requires it, as soon as reasonably practicable. If the Customer does not do so, Acouso may suspend the affected access or functionality to the extent reasonably necessary and is not required to support continued use of the affected version. Any termination for failure to install a required update remains subject to section 11.2.

8.5 Third-Party Software

The Customer must obtain its own Third-Party Software licences. Acouso is not affiliated with or endorsed by Autodesk and does not control third-party changes. Current Documentation states supported versions and requirements; compatibility with every version, add-in or configuration is not guaranteed.

9.1 Non-excludable rights

Nothing in this Agreement excludes, restricts or modifies a consumer guarantee, right, remedy or liability that cannot lawfully be excluded, restricted or modified, including under the Australian Consumer Law.

Where the Australian Consumer Law permits a remedy for failure to comply with a consumer guarantee to be limited, Acouso's liability is limited, at Acouso's option:

• for goods, to replacement or supply of equivalent goods, repair, or payment of the reasonable cost of replacement, equivalent goods or repair; and
• for services, to supplying the services again or paying the reasonable cost of having them supplied again.

This limitation applies only where it is fair and reasonable and the relevant goods or services are not of a kind ordinarily acquired for personal, domestic or household use or consumption.

9.2 Disclaimers

To the maximum extent permitted by law, and subject to the express terms of this Agreement, the Software, Documentation, Outputs and related services are provided “as is” and “as available”. Acouso does not warrant that they will be uninterrupted, error-free, completely secure or compatible with every environment, or that every Output will be accurate, complete or suitable for a particular project without professional verification.

10.1 Excluded loss

To the maximum extent permitted by law, Acouso is not liable for an indirect, consequential, incidental, special, exemplary or punitive loss, or for loss of profit, revenue, opportunity, goodwill, anticipated saving, data or use, business interruption, project delay, redesign or rework, arising out of or connected with the Software, an Output or this Agreement.

10.2 Liability cap

To the maximum extent permitted by law, Acouso's total aggregate liability for all claims arising out of or connected with the Software, Outputs or this Agreement, whether in contract, tort (including negligence), statute or otherwise, is limited to the greater of:

• the Subscription fees paid or payable by the Customer for the affected Software during the 12 months immediately before the event giving rise to liability; and
• AUD 100.

10.3 Liabilities not limited

Sections 10.1 and 10.2 do not limit liability for fraud, death or personal injury caused by negligence, or another liability to the extent it cannot lawfully be excluded or limited.

10.4 Customer indemnity

To the extent caused or contributed to by the Customer or an Authorised User, the Customer indemnifies Acouso and its officers and employees against a third-party claim and resulting loss, liability, damage and reasonable legal cost arising from:

1. unlawful use of the Software or material use outside the licence granted by this Agreement;
2. use of an Output without the professional review required by section 6;
3. a materially inaccurate representation, or an unauthorised warranty or commitment, made by the Customer or an Authorised User to a third party about Acouso, the Software or an Output;
4. Customer Project Data or other material supplied by the Customer infringing a third-party right or being submitted without required authority;
5. a material breach of confidentiality, privacy, data-protection or client obligations; or
6. unauthorised access caused by the Customer's failure to take reasonable steps to protect credentials or systems under its control.

Acouso must give reasonably prompt notice of an indemnified claim and reasonable cooperation. Subject to applicable insurer requirements, the Customer may control the defence with Acouso's prior written consent, not to be unreasonably withheld. Acouso may participate at its own cost, but may assume control if the Customer does not conduct the defence diligently or a material conflict of interest arises, with reasonable defence costs remaining subject to the indemnity. The Customer must not settle a claim in a way that admits wrongdoing by Acouso, imposes a non-monetary obligation on Acouso or fails to fully release Acouso without Acouso's prior consent, not to be unreasonably withheld.

The indemnity does not apply to the extent a claim is caused by Acouso's fraud, wilful misconduct or breach of this Agreement.

11.1 Term and suspension

This Agreement begins on acceptance and continues while the Customer has a Subscription or uses the Software. Acouso may suspend affected access:

• after reasonable notice for overdue payment or a remediable material breach; or
• immediately where Acouso reasonably considers suspension necessary to address unlawful use, unauthorised access, a material security risk, prohibited reverse engineering or AI use, or serious harm to users, systems, Confidential Information or Acouso Technology.

Where reasonably practicable, Acouso will explain the reason, allow a reasonable opportunity to remedy it and limit suspension to the users or functionality reasonably affected. Acouso will restore suspended access as soon as reasonably practicable after the grounds for suspension have been resolved.

11.2 Termination for breach

Either party may terminate this Agreement if the other party materially breaches it and does not remedy the breach within 14 days after written notice. Acouso may terminate immediately for an irremediable material breach involving unlawful use, deliberate security compromise, prohibited reverse engineering, misuse of Acouso Technology or serious breach of confidentiality.

11.3 Discontinuation

Acouso may decide not to renew or to discontinue the Software at the end of a Subscription Term by giving reasonable notice. If Acouso discontinues a paid Subscription during a prepaid term for reasons not caused by the Customer, Acouso will refund prepaid fees for the unused period.

11.4 Effect of expiry or termination

When access expires or this Agreement terminates:

• the Customer must stop using the Software and uninstall copies it is no longer entitled to use;
• Acouso may deactivate related credentials and device activations;
• accrued payment obligations remain due;
• the Customer remains responsible for its independent backups; and
• Acouso handles retained information as described in the Privacy Policy and applicable law.

Sections concerning restrictions, Customer Project Data, confidentiality, intellectual property, Feedback, professional responsibility, disclaimers, liability, indemnity, termination effects and disputes survive to the extent required to give them effect.

Each party must use the other's Confidential Information only for this Agreement, protect it with at least reasonable care, and disclose it only to personnel and advisers who need it and are bound by confidentiality, or as otherwise expressly permitted by this Agreement. Legally required disclosure is permitted. Where lawful and reasonably practicable, the disclosing party will give reasonable prior notice. These duties continue for five years after disclosure or termination and, for a trade secret, while it remains a trade secret.

13.1 Changes to this Agreement

Acouso may update this Agreement to reflect changes to the Software, law, security or technology. A material change applies from the next Subscription Term or when the Customer affirmatively accepts it. A change reasonably required by law or to address an urgent security risk may take effect earlier, and Acouso will give as much notice as reasonably practicable.

13.2 Entire agreement and priority

This Agreement and the Subscription Details form the entire agreement concerning the Software and replace earlier licence terms for the same access. If they conflict, a separately signed agreement takes priority. Any customer-specific service-level or data-handling commitment applies only if expressly set out in a separate written agreement signed by both parties, subject to any right that cannot lawfully be excluded. Subscription Details prevail over this Agreement only regarding the applicable plan, licensing arrangement, fees, billing interval, Subscription Term, number or pool of Authorised Users, concurrent-use limit, device allowance, processing allowance, distribution or payment channel, and expressly stated access or usage limits. Otherwise, this Agreement prevails. The Privacy Policy describes Acouso's information-handling practices and does not expand the licence or create consent for an unrelated use of Customer Project Data.

13.3 Assignment

The Customer must not assign or transfer this Agreement without Acouso's prior written consent, not to be unreasonably withheld. Acouso may assign it to a related body corporate or as part of a genuine restructure, financing, merger or transfer of the relevant business or assets, provided the assignee assumes Acouso's obligations.

13.4 Events beyond reasonable control

Subject to sections 9.1 and 10.3, neither party is liable for a delay or failure to perform an obligation under this Agreement, other than an obligation to pay an amount already due, to the extent the delay or failure is caused by an event beyond that party's reasonable control.

The affected party must, where practicable, notify the other party, take reasonable steps to mitigate the effects of the event and resume performance as soon as reasonably practicable.

If an event affecting Acouso causes core paid functionality to remain materially unavailable for 30 consecutive days, either party may terminate the affected Subscription by written notice. Acouso will refund any prepaid Subscription fees attributable to the unused period after termination.

13.5 Severability, waiver and relationship

If a provision is invalid or unenforceable, it is read down to the minimum extent necessary and the remaining provisions continue. A failure or delay to exercise a right is not a waiver. Nothing in this Agreement creates a partnership, joint venture, agency, employment, fiduciary or exclusive relationship.

13.6 Disputes

Before starting court proceedings, a party must give written notice describing the dispute and allow at least 10 days for authorised representatives to attempt in good faith to resolve it. This requirement does not prevent urgent interlocutory, injunctive or equitable relief, debt recovery, or immediate protective action permitted by this Agreement.

13.7 Governing law

This Agreement is governed by the laws of Queensland, Australia. Each party submits to the exclusive jurisdiction of the courts of Queensland and courts hearing appeals from them.

13.8 Notices and contact

Notices may be sent to the email address associated with the Customer's Subscription and to Acouso at support@acouso.com. Questions may also be submitted through https://www.acouso.com/contact.