This Amendment to Qualtrics Master Services Agreement found at https://www.qualtrics.com/master-services-agreement/ (the “MSA”) applies to Australian Small Business Contracts as defined by the Treasury Laws Amendment (More Competition, Better Prices) Act 2022 (Cth) (“the Act”). The purpose of this Amendment is to ensure Qualtrics complies with the Act.

If your contract with Qualtrics is a Small Business Contract as defined in the Act, your MSA in effect at the time of execution of your contract is not subject to change and is provided on a point-in-time basis as outlined below:

+ For Small Business Contracts entered into on or before today’s date, the MSA is subject to the following Amendment:

A. Absence of a Work Order or Purchase Order:

The MSA will not apply in the absence of a Work Order or Purchase Order unless the parties otherwise mutually agree in writing.

B. Termination for Convenience:

Either party may terminate any Work Order or any portion thereof, without cause and/or without the occurrence of a default, by providing at least thirty (30) days’ prior written notice to the other party.

C. Defense and Indemnity:

Each party will indemnify and defend the other party, its affiliates and their respective directors, officers, employees, agents, successors and assigns, from and against any third-party allegation or claim based on, or any loss, damage, settlement, cost, expense and any other liability (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) (collectively, “Claims”), arising from any infringement or alleged infringement of a third-party’s intellectual property rights by the indemnifying party, negligent act or omission by the indemnifying party and/or its Personnel, willful misconduct, strict liability or fraud, except the foregoing does not apply to the extent such Claim results solely from the other party’s negligence or willful misconduct. The indemnifying party’s duty to defend is independent of its duty to indemnify, and its obligations under this section are independent of all of its other obligations under this Agreement. The indemnifying party will (a) use counsel reasonably satisfactory to the other party to defend each Claim; and (b) (not consent to the entry of any judgment or enter into any settlement without the indemnified party’s prior written consent, which may not be unreasonably withheld. The indemnified party will cooperate (at the indemnifying party’s expense) with the indemnified party in the defense.

Neither party waives any immunity, defense or protection under any workers’ compensation, industrial insurance, or similar laws with respect to any claims arising out of bodily injury or death.

D. Limitation of Liability:

Neither party will be liable to the other party under any circumstances for consequential (including but not limited to lost business, opportunities, or profits) or punitive damages. The foregoing limitations of liability shall not apply to (a) indemnification obligations; (b) a breach of confidentiality obligations or misappropriation of the other party’s intellectual property rights; (c) a breach of data protection or security obligations which result in unauthorized use or disclosure of personal data; or (d) a party’s gross negligence, willful misconduct, or fraud.

E. Governing Law:

The MSA will each be governed by laws of New South Wales, Australia, excluding its conflicts of law rules. The parties shall resolve any disputes arising out of the MSA in the courts of New South Wales, Australia and waive all objections to jurisdiction and venue of such courts.