Terms and Conditions

SERVICES AGREEMENT

BACKGROUND

naveze is a provider of purpose-built indoor and outdoor maps with digital wayfinding for destinations and experiences. You can make our maps available to your customers through a cloud-based and/or native application.
You have requested us to provide you and your Authorised Users with access to the Services in accordance with this Agreement.
This Agreement is entered into between the Parties described in the Schedule.

SCHEDULE

TERM

MEANING

we, us or our

Business of Pursuits Pty Ltd t/a naveze (ABN 97 613 678 578) Address: 7 Archer Street, Rockhampton QLD 4700 Phone: +61 401 691 346 Email: caroline@naveze.com

you or your

[Insert customer name] (ABN [insert]) Address: [insert] Phone: [insert] Email: [insert]

Commencement Date

The date this Agreement is signed by the last Party.

Term

Subject to each Party’s right to terminate this Agreement in accordance with its terms, this Agreement commences on the Commencement Date and will continue for 12 months (Initial Term). On the expiry of the Initial Term, this Agreement will be automatically renewed for subsequent 12 month periods (each a Renewal Period), unless either Party provides 30 days’ written notice before the end of the Initial Term or the end of the then-current Renewal Period (as applicable) that it does not wish to renew this Agreement.

Services

The Services are as follows: · the Creation of Pilot Map App and Data Services; · provision of the Map App; · the Additional Services; · the Support Services; and · provision of the Playground App. We may perform Additional Services (which are in addition to the above services), as may be agreed in writing between the Parties in accordance with the terms of this Agreement.

Creation of Pilot Map App and Data Services

The Creation of Pilot Map App and Data Services include: · creation of the digital data in accordance with the Project Information. Exclusions The Creation of Pilot Map App and Data Services do not include the following: · integration of information into the Map App regarding emergency situations; · unique branding; · sending of communications or messages through the Map App; and · inclusion of additional map icons.

Map App

The Map App is a cloud-based and/or native application, which is subject to the Map App Conditions and is a navigational mobile application created through the Creation of Pilot Map App and Data Services. The Map App allows you to: · provide a map to Map Users with digital wayfinding; · offer opportunities to businesses within the map area to advertise their goods and/or services; and · collect Map User analytics, including what they search for, where they go and how long they spend there. The Map App also includes: · hosting access to your digital Map App data in the Map App; · providing physical, video or online training on the Map App, at a time to be mutually agreed between the Parties in relation to the use and features of the Map App; and · access to our dedicated customer service support, which can be accessed through a designated telephone number between 8:00am and 6:00pm Business Days. Subject to the terms of this Agreement, we will provide you with access to the Map App on completion of the Creation of Pilot Map App and Data Services. If you have chosen a small plan (Small Plan), your plan includes: · one Edition of a customised map with digital wayfinding; · up to 30 unique location waypoints; and · digital integration keys. If you have chosen a medium plan (Medium Plan), your plan includes: · one Edition of a customised map with digital wayfinding; · up to 60 unique location waypoints; and · digital integration keys. If you have chosen an enterprise plan (Enterprise Plan), you plan includes: · unlimited Editions of a customised map with digital wayfinding; · unlimited unique location waypoints; and · digital integration keys.

Map App Conditions

Without limiting the terms of this Agreement, the Map App Conditions include the following:

number of Map Users

1,000, subject to any increase permitted in accordance with the Agreement.

Pilot Project Period

Option 1: The Pilot Project Period goes for 3 months from the Commencement Date. You may terminate this Agreement at any time during the Pilot Project Period by providing written notice to us. Your only obligation to pay Fees after such a termination will be the payment of the Creation of Pilot Map App and Data Fee and any Support Services Fees incurred. Option 2: Not Applicable

Additional Services

The Additional Services are as follows: · provision of QR code outsourcing; · integration and outsourcing for geo fenced messaging; · provision of emergency plan and integration to communications; · creation of a native mobile application for the Map App; and · preparation of new maps (which become Map Apps under this Agreement) for locations different to the original Map App.

Support Services

The Support Services are as follows: · enhancements to the Map App functionality; · assistance in updating or modifying Map Data; and · support and assistance on a consultancy basis or bespoke customisation to the scope or functionality of the Map App.

Playground App

The Playground App is a map data editing tool that allows you to maintain the Map App Data in the Map App through your Account and is a self-service option. The Playground App includes hosting access to your digital Map App data in the Playground App.

Playground App Conditions

Without limiting the terms of this Agreement, the Playground App Conditions including the following:

number of Authorised Users

5, subject to any increase permitted in accordance with the Agreement.

Fees & Payment Terms

The Fees and Payment Terms are as follows:

Item	Fees (all ex GST)	We will issue you an invoice for the item as follows:
Creation of Pilot Map App and Data Services	$5,000 (the Creation of Pilot Map App and Data Services Fee)	On the Commencement Date and you must pay the Creation of Pilot Map App and Data Services Fee prior to us commencing the Creation of Pilot Map App and Data Services.
Map App	For Small Plan: $1,967 per year For Medium Plan: $3,960 per year For Enterprise Plan: $[insert] (each respectively the Map App Fee)	For Small and Medium Plans, one year paid in advance upon the successful completion of the Acceptance Testing and then annually thereafter. For Enterprise Plan, one year paid in advance upon successful completion of the Acceptance Testing and then, at the completion of the first year, monthly thereafter.
Additional Services	As agreed between the Parties (the Additional Services Fee)	As agreed between the Parties.
Support Services	$40 per hour or as otherwise agreed between us (Support Services Fee)	At the end of each calendar month in which Support Services are provided.
Playground App	$3,967 per year per 5 Authorised Users	On the Commencement Date and then annually thereafter.
Expenses	As incurred by us in accordance with this Agreement.	At the end of each calendar month.

You agree to pay the amount in the invoice (and any other amount due and payable to us under this Agreement), at the times and using the payment method set out in the invoice.

Special Conditions

SC 1: Our Disclosures Please read this Agreement carefully prior to accepting this Agreement. By accepting this Agreement, you agree that: · subject to your Statutory Rights, you have not relied on any representations or warranties made by us prior to entering this Agreement that are not included in this Agreement; · subject to your Statutory Rights, we exclude our Liability for Consequential Loss, however, your Liability for Consequential Loss is also excluded; and · subject to your Statutory Rights, our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to us resupplying the Services to you or, in our sole discretion, to us repaying you the amount of the Fees paid by you to us in the six months prior to the date the Liability arose in respect of the supply of the relevant Services to which the Liability relates. This Agreement does not intend to limit your rights and remedies at law, including any of your Statutory Rights.

EXECUTION

EXECUTED for and on behalf of Business of Pursuits Pty Ltd t/a naveze(ABN 97 613 678 578) by a duly authorised representative:		EXECUTED for and on behalf of [insert customer name](ABN [insert]) by a duly authorised representative:

Signature		Signature

Name		Name

Date		Date

Terms and Conditions

ACCEPTANCE
You accept this Agreement by signing and returning this Agreement to us, including by email or any electronic executions platform acceptable to us.
Services
1. In consideration of your payment of the Fees, we will provide the Services in accordance with this Agreement and any Order, whether ourselves or through our Personnel.
2. We will not be responsible for any Services unless expressly set out in the inclusions in the Schedule or any Order.
3. Depending on the Services you require, we will determine a suitable Plan for you.
4. Subject to any other provisions of this Agreement, we will commence providing the Services within a reasonable time after your payment of the initial Creation of Pilot Map App and Data Services Fee, or as otherwise agreed between the Parties in the Schedule, any Order or otherwise.
5. You agree that we rely on you providing Your Data, including the data set out in Attachment 3 and further instructions and input from you in addition to the Project Information in order to provide the Creation of Pilot Map App and Data Services.
Orders
1. During the Term, you may engage us to provide you with Map Apps under separate orders (Order).
2. To make an Order, you must complete and provide us with the information requested in the Project Information form, which is located at Attachment 1 to this Agreement and send a copy of that form to us by email.
3. We will only be required to comply with an Order if we have agreed to the terms of the relevant Order in writing.
4. Each Order is subject to, and will be governed by, this Agreement (except to the extent applicable, the details of the Schedule will be replaced with the details of the Order) and any other conditions agreed to by the Parties in writing. To the extent of any ambiguity or discrepancy between an Order and this Agreement, the terms of this Agreement will prevail.
Creation of Pilot Map App and Data Services
1. In consideration of your payment of Creation of Pilot Map App and Data Services Fee, we will supply you with the Creation of Pilot Map App and Data Services in accordance with the Schedule.
2. You agree that any dates for completion are an estimate only, and may be impacted by a failure by you to meet your obligations under this Agreement. As such, we will not be liable in relation to, and you waive and release us from, any loss or Liability incurred in relation to any delay or failure in the performance of the Creation of Pilot Map App and Data Services.
Acceptance Testing
1. We agree that the Creation of Pilot Map App and Data Services and any Support Services to create a new Map App are subject to the Acceptance Testing as set out in clause 5.
2. Following the completion of the Creation of Pilot Map App and Data Services or the applicable Additional Services or Support Services, we will provide you with access to a test environment version of the Map App, which is to be tested by you. You must notify us, in writing, within 5 Business Days of us providing you with access to the Map App, the outcome of the Acceptance Testing.
3. If you notify us that the Map App does not substantially conform to the Project Information, we will use our reasonable endeavours to modify the Map Data so that it can be retested.
4. If you do not reject the Map App within 5 Business Days or if, at any time you provide access to the Map App (including any test environment version) to any Map User, the Map App will be deemed accepted.
5. If you reject the Map App prior to the events in clause 5.4, you may terminate the relevant Order by written notice at the same time as your rejection notice and the only Fees payable will be:
  (a) 100% of the Creation of Pilot Map App and Data Services Fee and any Additional Services Fees and Support Services Fees incurred if you are on a Small or Medium Plan; or
  (b) 80% of the Creation of Pilot Map App and Data Services Fee and any Additional Services Fees and Support Services Fees incurred if you are on an Enterprise Plan.
Map App Licence
1. In consideration of your payment of the Map App Fee, we will supply you with the Map App in accordance with the Schedule and any Order.
2. During the Term, and subject to your compliance with this Agreement and any Order, we grant you a non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Map App supplied under any Order and as contemplated by this Agreement for the Order Term (Map App Licence).
3. As part of your Map App Licence, you are permitted to provide access to the Map App to Map Users.
4. You agree that the Map App Licence permits you to access and use the Map App in accordance with the Map App Conditions, as set out in the Schedule.
Map Users
1. Each Map User must agree to our End User Licence Agreement (as contained in Attachment 2, available on our website [insert] or otherwise as notified by us to you from time to time) prior to accessing the Map App.
Playground App Licence
1. In consideration of your payment of the Playground App Fee, we will supply you with the Playground App in accordance with the Schedule and any Order.
2. During the Term, and subject to your compliance with this Agreement and any Order, we grant you and each Authorised User a non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Playground App supplied under any Order as contemplated by this Agreement for the Order Term (Playground App Licence).
3. As part of your Playground App Licence, you are permitted to provide access to the Playground App to your Authorised Users.
4. You agree that the Playground App Licence permits you to access and use the Playground App in accordance with the Playground App Conditions, as set out in the Schedule.
Authorised Users
1. You will ensure that each Authorised User complies with the terms of this Agreement.
2. You may request in writing that additional Authorised Users be granted a licence to access the Playground App, in accordance with clause 17.
3. Authorised Users will be permitted to manage information regarding businesses who are included in the Map App and, where the Authorised User has the requisite administration rights, to invite other Authorised Users to use the Account.
Account
1. You will require an Account, and each Authorised User will require a login (which is linked to your Account), in order to access the Playground App and amend Map Data.
2. In order to create an Account, you need to provide the following information:
  (a) your details, including your full entity name, ABN, business address and contact details;
  (b) email, full name, position and contact details of any Authorised Users; and
  (c) any other information which may reasonably be required by us.
3. You must ensure that any information provided to us for any Account or login is accurate and complete, and you warrant that you are authorised to provide this information to us.
4. You and your Authorised Users must keep your Account and login details secure and confidential. You agree to immediately notify us if you become aware, or have reason to suspect, any suspicious or unauthorised access to your Account or use of any login details linked to your Account.
5. We may suspend access to your Account where we reasonably believe there has been any unauthorised use of or access to the Playground App. Where we do so, we will notify you within a reasonable time of the suspension occurring, and the Parties will work together to resolve the matter.
Map App Licence and Playground App Licence – Additional Conditions of Use
You must not (and you must ensure that each Authorised User does not):
(a) access or use the Playground App except as permitted by the Playground App Licence, or other than through the interface that is provided by us;
(b) access or use the Map App or Playground App in any way that is improper or breaches any Laws, infringes any person’s rights (including Intellectual Property Rights and privacy rights), or gives rise to any civil or criminal liability;
(c) interfere with or interrupt the supply of the Map App, Playground App or our System, or any other person’s access to or use of the Map App or Playground App;
(d) introduce any Harmful Code into the Map App, Playground App or our System;
(e) directly or indirectly use, copy, decompile or reverse engineer the Map App or Playground App;
(f) allow others to access or use your Account (or in the case of Authorised Users, their login details), including any password or authentication details;
(g) use the Map App or Playground App to carry out security breaches or disruptions of a network;
(h) attempt to access any data or log into any server or account that you are not expressly authorised to access;
(i) circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
(j) access or use the Map App or Playground App to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.
Availability
1. The Map App will be hosted by our hosting provider, currently Amazon Web Services. Monitoring of this service occurs twenty-four hours a day, seven days a week with email alerts sent to an on-call technicians should any problems occur. Our web hosting servers are firewalled, backed up daily with monthly off-site rotation.
2. From time to time, we may perform such reasonable scheduled and emergency maintenance and updates in relation to the Map App in order to continue to supply the Map App to you and our other customers (Scheduled or Emergency Maintenance). You agree that access to, or the functionality of all or part of the Map App, may need to be suspended for a time in order for us to perform Scheduled or Emergency Maintenance, and to the maximum extent permitted by law, we will not be liable to you for any interruptions or downtime to the Map App as a result of any Scheduled or Emergency Maintenance.
3. We will endeavour to provide you with reasonable notice, where possible, of any interruptions to access and availability of the Map App.
Third Party Inputs
1. To the extent Third Party Inputs are required for the purposes of your use and enjoyment of the Services in accordance with this Agreement and any Order, we agree to obtain and maintain the relevant Third Party Inputs, provided that you:
  (a) comply with this Agreement and any Order;
  (b) comply with our reasonable instructions and directions, whether written or verbal, in relation to use of any Third-Party Inputs relevant to the Services; and
  (c) where we provide you with any terms and conditions for use of these Third-Party Inputs, you agree that you will comply with these and are liable for any Liability that we incur as a result of any non-compliance by you.
2. Where you have requested that we use Third Party Inputs to integrate third party services (for example public transport network information) to the Map App, you agree to pay the licensing fees for such Third Party Inputs either directly to the Third Party Input provider or as an Expense to us.
3. The Map App uses location service tools, including, but not limited to, GPS signal and Wi-Fi. Various factors can affect the location service signal which may affect the accuracy of the Map App. When you or Map Users use the Map App you may find that actual conditions differ from the data on the Map App, so Map Users must exercise their independent judgment and use the Map App at their own risk. Map Users are responsible at all times for their conduct and its consequences.
4. Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with any Third Party Inputs.
Editions
1. You may request Editions of the Map App by making a request to us in writing.
2. If we accept your request, we will add the Editions to the Map App within 5 Business Days of receipt of your request.
Additional Services
1. You may request Additional Services by providing written notice to us.
2. If we agree to perform the Additional Services, we will confirm to you by email setting out any specifics of our provision of the Additional Services including the Additional Services Fee.
Support Services
1. You may request Support Services by providing written notice to us.
2. If we agree to perform the Support Services, we will confirm to you by email setting out any specifics of our provision of the Support Services including the Support Services Fee if it is not the hourly rate set out in the Schedule.
Variations
1. You may request a variation or change to the Services, including the timing for the provision of the Services, or a change to the Map App Conditions including any change to the Authorised User or Map User numbers (Variation), by providing written notice (including by email) to us, with details of the Variation (Variation Request).
2. We will not be obliged to comply with a Variation Request until we accept the Variation Request in writing. The Parties agree to comply with this Agreement and any Order as varied by any Variation Request accepted in writing.
3. If we consider that any instruction or direction from you constitutes a Variation, then we will not be obliged to comply with such instruction or direction unless a Variation Request has been issued and accepted by us in accordance with clause 17.1.
4. If we accept the Variation Request, we will provide you with a quote for the Variation (Variation Quote).
5. Any Variation will apply within a reasonable time after you accept the Variation Quote.
6. If, at any time during the Term, you:
  (a) are using the Services beyond the limits of your Plan, you must notify us in writing of the further Services you are using and we will upgrade your Plan for the remainder of the Term and notify you of the further Fees payable by you; and/or
  (b) require any Services beyond the limits of your Plan, we will notify you in writing of the requirement for you to upgrade your Plan and the further Fees payable by you.
7. If, in accordance with clause 17.6(a), you fail to notify us of any Services you are using beyond the limits of your Plan and we become aware that you are using the Services beyond the limits of your Plan, you agree that we are entitled to upgrade your Plan for the remainder of the Term, notify you in writing of the further Fees payable by you and issue you with an invoice for any Fees that are owing to us for the period in which you were using the Services beyond the limits of your Plan.
Your Obligations and Representations
1. You agree:
  (a) to comply with this Agreement, any Order and all applicable Laws;
  (b) to provide all assistance, information, documentation, access, facilities and other things reasonably necessary to enable us to comply with our obligations under this Agreement, any Order or at Law;
  (c) to ensure all information provided to us is kept up-to-date and the email address you provide is valid and regularly checked;
  (d) that you have reviewed and understand the terms of this Agreement and any Order (including our Privacy Policy), and that you (and Authorised Users) will use the Services in accordance with them;
  (e) to notify us of any breach or suspected breach of this Agreement or any Order by you (or an Authorised User), within 48 hours of becoming aware or any such breach or suspected breach; and
  (f) that you are responsible for all Authorised Users and other users within your organisation or within your control using the Services, including your Personnel.
2. You acknowledge and agree that:
  (a) the technical processing and transmission of the Services, may be transferred unencrypted and involves transmissions over various networks; and changes to conform and adapt to technical requirements of connecting networks or devices;
  (b) you will be responsible for the use of any part of the Services by your Authorised Users, and you must ensure that no person uses any part of the Services:
  (1) to break any Law or infringe any person’s rights (including Intellectual Property Rights);
  (2) to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or
  (3) in any way that damages, interferes with or interrupts the supply of the Services; and
  (c) you will not alter or modify the Services in any way that is not contemplated by the purposes of the Services.
Payment
1. You agree to pay us the Fees, and any other amount payable to us under this Agreement and any Order, in accordance with the Payment Terms.
2. If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion):
  (a) after a period of 5 business days, cease providing the Services, and recover, as a debt due and immediately payable from you, our additional costs of doing so; and/or
  (b) charge interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date for payment in accordance with the Payment Terms.
3. You agree that we may vary the Fees by providing written notice to you of such variation. Where we provide this notice, the new Fees will take effect on and from the end of the Initial Term or the then Renewal Period. If you do not agree to any Fee variation:
  (a) you agree to notify us in writing within 5 Business Days of the Fee variation coming into effect; and
  (b) following receipt of such notice by us, the Parties will use all reasonable endeavours to work together to resolve the matter.
4. To the maximum extent permitted by law, there will be no refunds or credits for any unused Services (or part thereof).
5. You agree that we may set-off or deduct from any monies payable to you under this Agreement and any Order, any amounts which are payable by you to us (whether under this Agreement, any Order or otherwise).
Warranties
1. We agree:
  (a) that we are properly constituted and have the right and authority to enter into this Agreement and any Order;
  (b) that we will use reasonable efforts to ensure all of our obligations under this Agreement and any Order will be carried out by suitably competent and trained Personnel and in an efficient and professional manner;
  (c) that we have legal authority to grant you the Map App Licence;
  (d) that all pre-existing Intellectual Property Rights in the Services (with the exception of the property rights in any Third-Party Inputs) will be owned, held or licensed by us;
  (e) that the provision of the Services does not and will not infringe any other person’s Intellectual Property Rights; and
  (f) that the Services will operate and be provided in accordance with this Agreement and any Order.
2. You represent, warrant and agree that:
  (a) you will provide us with any information that we require in order to provide the Services to you (for example, information that we need to set up the Accounts, create your Map App or get you onboarded);
  (b) there are no legal restrictions preventing you from entering into this Agreement and any Order;
  (c) all information and documentation that you provide to us in connection with this Agreement and any Order is true, correct and complete;
  (d) you have not relied on any representations or warranties made by us in relation to the Services (including as to whether the Services are or will be fit or suitable for your particular purposes), unless expressly stipulated in this Agreement and any Order;
  (e) you are not and have not been the subject of an Insolvency Event;
  (f) if applicable, you hold a valid ABN which has been advised to us; and
  (g) if applicable, you are registered for GST purposes.
Intellectual Property
Our Intellectual Property Rights
1. As between the Parties, you acknowledge and agree that we own all Intellectual Property Rights in:
  (a) Our Materials;
  (b) New Materials or Improvements; and
  (c) any Feedback,
  and as between the Parties, these Intellectual Property Rights will at all times vest, or remain vested, in us. To the extent that ownership of these Intellectual Property Rights do not automatically vest in us, you agree to do all acts necessary or desirable to assure our title to such rights.
2. In the use of any Intellectual Property Rights in connection with this Agreement or any Order, you agree that you must not (and you must ensure that your Personnel and any Authorised Users do not) commit any Intellectual Property Breach. Where you reasonably suspect that such a breach may have occurred, you must notify us immediately.
3. You also agree that:
  (a) we may use Feedback in any manner which we see fit (including to develop new features) and no benefit will be due to you as a result of any use by us of any Feedback;
  (b) you must not whether directly or indirectly, without our prior written consent:
  (1) copy, modify, adapt, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble or decompile any part of the Services or otherwise attempt to discover any part of the source code of the Map App or Playground App;
  (2) use any unauthorised, modified version of the Services, including (without limitation) for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the Map App or Playground App;
  (3) unless authorised under this Agreement or any Order, use the Services in a web-enabled form for the purposes of third-party analysis or view via the internet or other external network access method;
  (4) rent or sublicence the use of the Services to any third parties, without our prior written consent or as otherwise permitted under this Agreement or any Order;
  (5) take any action that may compromise or jeopardise our Intellectual Property Rights in the Services or otherwise;
  (6) remove or deface any confidentiality, copyright or other proprietary notice placed on the Services; or
  (7) use the Services in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing.
4. Any copyright in any software or code developed by shall be owned by us upon creation. To the extent such copyright is not automatically owned by us, you hereby assign all right, title and interest in such copyright to us and shall upon request do all things necessary to give effect to such assignment.
  Your Intellectual Property Rights
5. As between the Parties, you will continue to own all Intellectual Property Rights in Your Materials.
6. You grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use Your Materials, solely for the purposes for which they were developed and for the performance of our obligations under this Agreement or any Order, and as otherwise contemplated by this Agreement or any Order.
7. If you or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with this Agreement or any Order, you agree to (and agree to ensure that your Personnel) consent to our use or infringement of those Moral Rights.
8. This clause 21 will survive termination or expiry of this Agreement.
  Your Data
9. As between the Parties:
  (a) Your Data is and will remain your property; and
  (b) you retain any Intellectual Property Rights in and to Your Data, including all copies, modifications, extensions and derivative works.
10. You grant us a perpetual, irrevocable, worldwide, royalty-free, transferrable and sublicensable licence to copy, transmit, store, backup and/or or otherwise access or use Your Data, to:
  (a) supply the Services to you (including to enable you and your Personnel to access and use the Services), and otherwise perform our obligations under this Agreement or any Order;
  (b) enhance and otherwise modify the Services;
  (c) perform Analytics;
  (d) to develop and commercialise other services, provided that we de-identify Your Data, and
  (e) as reasonably required to perform our obligations under this Agreement or any Order.
11. You acknowledge and agree that:
  (a) we are not responsible for the integrity or existence of any data on the Computing Environment, network or any device controlled by you, your Authorised Users or your Personnel; and
  (b) we assume no responsibility or Liability for Your Data. You are solely responsible for Your Data and the consequences of using, disclosing, storing or transmitting it. It is your responsibility to backup Your Data.
12. You represent, warrant, acknowledge and agree that:
  (a) you have obtained all necessary rights, releases and permissions to provide or have Your Data provided to us and to grant the rights granted to us in this Agreement and any Order;
  (b) Your Data (and its transfer to and/or use, collection, storage or disclosure by us as contemplated by this Agreement) does not and will not violate any Laws (including those relating to export control and electronic communications) or the rights of any third party, including any Intellectual Property Rights, rights of privacy, or rights of publicity;
  (c) the operation of the Services is reliant on the accuracy and completeness of Your Data, and the provision by you of Your Data that is inaccurate or incomplete may affect the use, output and operation of the Services; and
  (d) Your Data is safe and does not expose any person to the risk of death, injury or illness.
13. This clause 21 will survive the termination of this Agreement/the Order.
Analytics
1. You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available, provided that it does not contain any identifying information.
2. We, and our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content used or provided in connection with the Analytics, including all Intellectual Property Rights in the foregoing.
3. We may use and disclose to our service providers anonymous data about your access and use of the Map App for the purpose of helping us improve the Map App. Any such disclosure will not include details of your, or any Authorised User’s, identity or personal information.
Confidential Information
1. Each Receiving Party agrees:
  (a) not to disclose the Confidential Information of the Disclosing Party to any third party;
  (b) to use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure; and
  (c) to only use the Confidential Information of the Disclosing Party for the purposes for which it was disclosed or provided by the Disclosing Party, and not for any other purpose.
2. The obligations in clause 23.1 do not apply to Confidential Information that:
  (a) is required to be disclosed in order for the Parties to comply with their obligations under this Agreement or any Order;
  (b) is authorised to be disclosed by the Disclosing Party;
  (c) is in the public domain and/or is no longer confidential, except as a result of a breach of this Agreement or any Order; or
  (d) must be disclosed by Law or by a regulatory authority, including under subpoena.
3. Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 23. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 23.
4. This clause 23 will survive the termination of this Agreement/the Order.
Privacy
1. You must, and must ensure that your Personnel and Authorised Users, at all times comply with the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any privacy or anti-spam Laws applicable to you in respect of all Personal Information collected, used, stored or otherwise dealt with under or in connection with this Agreement and any Order (Privacy Laws).
2. We agree to handle any Personal Information you provide to us, solely for the purpose of performing our obligations under this Agreement and any Order, and in accordance with any applicable Laws and our Privacy Policy.
Australian Consumer Law
1. Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Services by us to you which cannot be excluded, restricted or modified (Consumer Law Rights).
2. If the ACL applies to you as a consumer, nothing in this Agreement or any Order excludes your Consumer Law Rights as a consumer under the ACL. You agree that our Liability for the Services provided to an entity defined as a consumer under the ACL is governed solely by the ACL, this Agreement and any Order.
3. Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and services (including the Services) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or on any other basis.
4. This clause 25 will survive the termination or expiry of this Agreement/the Order.
Insurances
1. You must, from the Commencement Date, hold a public liability insurance policy with the minimum amount of cover of $20 million in aggregate.
Exclusions to liability
1. Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:
  (a) any interruptions or downtime to the Map App as a result of any Scheduled or Emergency Maintenance;
  (b) your Computing Environment;
  (c) your, your Authorised Users, your Personnel’s or any Map User’s acts or omissions;
  (d) any use or application of the Services by a person or entity other than you or a Map User, or other than as reasonably contemplated by this Agreement or any Order;
  (e) any works, services, goods, materials or items which do not form part of the Services (as expressed in this Agreement or any Order), or which have not been provided by us;
  (f) any Third Party Inputs;
  (g) any inaccuracy of in the Map App as a result of issues with the GPS signal;
  (h) any emergencies that occur in the mapped area;
  (i) any inaccuracy in Your Data or data we have obtained from a third party; and/or
  (j) any event outside of our reasonable control (including a Force Majeure Event, and a fault, defect, error or omission in the Computing Environment or the information you provide to us).
2. This clause 27 will survive the termination or expiry of this Agreement/the Order.
Limitations on liability
1. Despite anything to the contrary, to the maximum extent permitted by law:
  (a) neither Party will be liable for Consequential Loss;
  (b) a Party’s liability for any Liability under this Agreement and any Order will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by the other Party to mitigate its loss; and
  (c) our aggregate liability for any Liability arising from or in connection with this Agreement and any Order will be limited to us resupplying the Services to you or, in our sole discretion, to us repaying you the amount of the Fees paid by you to us in the six months prior to date the Liability arose in respect of the relevant Order to which the Liability relates.
2. This clause 28 will survive the termination or expiry of this Agreement/the Order.
Termination
1. You may terminate this Agreement with 30 days’ written notice to us during a Renewal Period.
2. Unless otherwise agreed between the Parties, termination of this Agreement will not affect, or result in the termination of, any current Order. For the avoidance of doubt, as each Order is a contract in its own right, each Order must be terminated separately and in accordance with its terms.
3. You agree that you can only terminate an Order in accordance with clause 29.2 and as set out in the relevant Order, and that there are no other rights for you to terminate for any other reason (including convenience or change of mind).
4. This Agreement/the Order will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
  (a) the other Party (Defaulting Party) breaches a material term of this Agreement/the Order and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
  (b) the Defaulting Party is unable to pay its debts as they fall due.
5. Upon expiry or termination of this Agreement/the Order:
  (a) we will immediately cease providing the Services and you and Map Users will no longer have access to the Map App or any Editions. We will provide you with a data dump of the Map Data within 30 days of the expiry or termination date;
  (b) without limiting your Consumer Law Rights, you agree that any payments made by you to us are not refundable to you;
  (c) you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under this Agreement. Subject to clause 5.5, there will be no refunds for any Fees paid in advance; and
  (d) upon request by us, you agree to promptly return (where possible), or delete or destroy (where not possible to return), any information, documentation or Intellectual Property owned by us that is in your possession or control, subject to clause 21.
6. We will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to this Agreement and any Order constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on expiry or termination of this Agreement/the Order.
7. Where this Agreement is terminated by us pursuant to clause 29.1 you agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination.
8. Termination of this Agreement/the Order will not affect any rights or liabilities that a Party has accrued under it.
9. This clause 29 will survive the termination or expiry of this Agreement/the Order.
GST
1. If GST is payable on any supply made under this Agreement or any Order, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under this Agreement or any Order and must be paid in addition to the consideration expressed elsewhere in this Agreement or any Order, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.
2. If an adjustment event arises in respect of any supply made under this Agreement or any Order, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued if required, and any payments to give effect to the adjustment must be made.
3. If the recipient is required under this Agreement or any Order to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.
4. The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
General
1. Advertising and linked websites: The Map App may contain links to websites of third parties. You acknowledge and agree that we do not endorse, and we are not responsible for the content contain on, any such linked websites or any hyperlink contained in a linked website. Your access to or use of any linked website is at your own risk.
2. Amendment: This Agreement and any Order may only be amended by written instrument executed by the Parties.
3. Assignment: Subject to clause 31.4, a Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement or any Order without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
4. Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement or any Order, to a debt collector, debt collection agency, or other third party.
5. Counterparts: This Agreement and any Order may be executed in any number of counterparts that together will form one instrument.
6. Disputes: You agree to notify us should you have concerns relating to our performance of the Services. A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement or any Order (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Queensland Law Society to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
7. Entire agreement: Subject to your Consumer Law Rights, this Agreement and each Order contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in this Agreement or any Order, and this Agreement and each Order supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
8. Force Majeure: A Party will not be liable for any delay or failure to perform its obligations under this Agreement or any Order if such delay or failure is caused or contributed to by a Force Majeure Event. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement or any Order.
9. Further assurance: You agree to promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and any order and your obligations under it.
10. Governing law: This Agreement and any Order is governed by the laws of Queensland. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Queensland and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
11. Illegal Requests: We reserve the right to refuse any request for or in relation to any Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with this Agreement or any Order.
12. Notices: Any notice given under this Agreement or any Order must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
13. Online execution: This Agreement or any Order may be executed by means of such third party online document execution service as we nominate subject to such execution being in accordance with the applicable terms and conditions of that document execution service.
14. Publicity: With your prior written consent, you agree that we may advertise or publicise the broad nature of our provision of the Services to you, including on our website or in our promotional material.
15. Relationship of Parties: This Agreement or any Order is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
16. Severance: If a provision of this Agreement or any Order is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement or the relevant Order without affecting the validity or enforceability of the remainder of that provision or the other provisions.
Definitions
In this Agreement or any Order, unless the context otherwise requires, capitalised terms have the meanings given to them in the Schedule, and:
Account means an account accessible to you and/or your Authorised Users to use the Services.
ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time.
Acceptance Testing means your testing of the Map App to confirm that it substantially conforms to the Project Information.
Additional Services means any Services not set out in the Services description in the Schedule which we agree to provide to you.
Agreement means the Schedule, the Attachments, these terms and conditions and any documents attached to, or referred to in, each of them.
Authorised User, if applicable, means a user permitted to access and use the Services under your Account, as further particularised in the Attachment 1 to this Agreement.
Business Day means a day on which banks are open for general banking business in Queensland, excluding Saturdays, Sundays and public holidays.
Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems.
Confidential Information includes information which:
(a) is disclosed to the Receiving Party in connection with this Agreement or any Order at any time;
(b) is prepared or produced under or in connection with this Agreement or any Order at any time;
(c) relates to the Disclosing Party’s business, assets or affairs; or
(d) relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement or any Order,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.
Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. The Parties acknowledge and agree that your obligation to pay us the Fees and any other amounts due and payable by you to us under this Agreement will not constitute “Consequential Loss” for this purposes of this definition.
Consumer Law Rights has the meaning given in clause 25.1.
Disclosing Party means the party disclosing Confidential Information to the Receiving Party.
Editions means new routes and locations which you may request us to create and implement within the Map App.
Expenses means any disbursements, including third party costs, reasonably and directly incurred by us and approved in advance by you for the purpose of the provision of the Services and includes the licencing fees of any Third Party Input.
Feedback means any idea, suggestion, recommendation or request by you or any of your Personnel or Authorised Users, your customers, whether made verbally, in writing, directly or indirectly, in connection with the Services.
Fees means the price set out in the Schedule, as adjusted in accordance with this Agreement or any Order, and includes all Expenses, if any.
Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.
GPS means Global Positioning System.
Harmful Code means any computer program or virus or other code that is harmful, destructive, disabling or which assists in or enables theft, alternation, denial of service, unauthorised access to or disclosure, destruction or corruption of information or data.
Improvements means any development, modification, adaptation or improvement of Our Materials or any New Materials made by or on behalf of either Party (or any of their respective Personnel), or in respect of which Intellectual Property Rights are acquired by, either Party during the Term or Order Term.
Insolvency Event means any of the following events or any analogous event:
(a) a Party disposes of the whole or any part of the Party’s assets, operations or business other than in the ordinary course of business;
(b) a Party ceases, or threatens to cease, carrying on business;
(c) a Party is unable to pay the Party’s debts as the debts fall due;
(d) any step is taken by a mortgagee to take possession or dispose of the whole or any part of the Party’s assets, operations or business;
(e) any step is taken for a party to enter into any arrangement or compromise with, or assignment for the benefit of, a Party’s creditors or any class of a Party’s creditors; or
(f) any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator or liquidator of the whole or any part of a Party’s assets, operations or business.
Intellectual Property means any copyright, registered or unregistered designs, patents or trade mark rights, domain names, know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
Intellectual Property Breach means any breach by you (or any of your Personnel) of any of our Intellectual Property Rights (or any breaches of third-party rights, including any Intellectual Property Rights of third parties), including using or exploiting our Intellectual Property for purposes other than as expressly stated in this Agreement (including, without limitation, using our Intellectual Property for commercial purposes or on-selling our Intellectual Property to third parties).
Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.
Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with this Agreement or any Order or the provision of the Services.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or an Order or otherwise.
Map User means a person other than the Parties who seeks access to and uses the Map App.
Map Data means the data used to create a Map App or an Edition and may include Your Data and Our Materials.
Moral Rights has the meaning given in the Copyright Act 1968 (Cth).
New Materials means all Intellectual Property developed, adapted, modified or created by either Party or their respective Personnel in the provision of the Services, but excludes Our Materials and Your Materials. New Materials includes the Map App and any Editions.
Order has the meaning given in clause 3.1 above.
Order Terms has the meaning given in the particular Order.
Our Materials means all work, models, processes, technologies, strategies, materials, information, documentation, and services that we may provide to you under this Agreement or any Order, and which may contain material which is owned by or licensed to us, and is protected by Australian and international laws. Our Materials include the software used to provide the Map App and Editions and data which we procure (apart from you) as part of the Map Data.
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.
Plan means either the Small Plan, Medium Plan or Enterprise Plan, as defined in the Schedule.
Privacy Laws has the meaning given in clause 24.1.
Privacy Policy means any privacy policy set out on our website, https://naveze.com/.
Receiving Party means the party receiving Confidential Information from the Disclosing Party.
Schedule means the schedule to this Agreement.
Services means the services that we agree to perform under this Agreement, as further particularised in the Schedule.
Project Information means the project information for the Map App as requested by you and set out in Attachment 1.
System means all hardware, software, networks, telecommunications and other IT systems used by a Party from time to time, including a network.
Third Party Inputs means third parties or any goods and services provided by third parties, including customers, end users, suppliers, hosting providers or other subcontractors which the provision of the Services may be contingent on, or impacted by.
Your Data means the data you provide to us, such as location, features and description of a specific venue, for the purposes of us creating or updating a Map App or an Edition.
Your Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property such as logos and trade marks), owned or licensed by you or your Personnel before the Commencement Date and/or developed by or on behalf of you or your Personnel independently of this Agreement or an Order.
Interpretation
In this Agreement and any Order, unless the context otherwise requires:
(a) a reference to this Agreement or any Order or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
(b) a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
(c) a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
(d) no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
(e) a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
(f) a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
(g) a reference to time is to local time in Queensland; and
(h) a reference to $ or dollars refers to the currency of Australia from time to time.

END USER LICENCE AGREEMENT

Acceptance
1. Business of Pursuits Pty Ltd t/a Naveze (ABN 97 613 678 578) (we, us or our) owns this map with digital wayfinding (including the Software) (Map App). These Terms are entered into between you and us, together the Parties and each a Party.
2. Where you are invited by the Account Holder to use the Map App, these Terms set out the terms and conditions upon which we agree to grant you, as an end user, a right to use the Map App, and provide any other services to you as set out in these Terms. Your use of the Map App will be subject to the Account Holder complying with the terms of the Account Holder Terms and Conditions and any privileges and permissions they grant to you.
3. You accept these Terms by clicking a box indicating your acceptance.
4. If you are using the Map App as the Account Holder (or an authorised user of the Account Holder), in addition to these Terms, the Account Holder Terms and Conditions will govern your access and use of the Map App. To the extent of any ambiguity or inconsistency, the Account Holder Terms and Conditions will take precedence over these Terms.
Licence
1. In consideration of the payment of the fees in respect of the Map App by the Account Holder, and for your compliance with these Terms, we grant you a non-exclusive, non-transferable (except with our written permission), non-sublicensable (except as otherwise permitted under these Terms) and revocable licence to access and use the Map App (Licence).
Accessing the Map App
1. The Account Holder will provide you with a link to access the Map App. To access the Map App, you will be required to provide us with your email address. You will have access to the Map App as determined by the Account Holder.
2. You must ensure that any information you provide to us, or we request from you, for your Account, is complete and accurate and you are authorised to provide this information to us.
Restrictions on Use
1. You must not access or use the Map App except as permitted by the Licence and you must not (and must not permit any other person to) use the Map App in any way which is in breach of any applicable Laws or which infringes any person’s rights, including Intellectual Property Rights, including to:
  (a) use the Map App to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing, unwanted, misleading or deceptive;
  (b) use the Map App in any way that damages, interferes with or interrupts the supply of the Map App;
  (c) use the Map App in any way that breaches any applicable Laws or infringes any person’s rights, including Intellectual Property Rights (and privacy rights);
  (d) introduce malicious programs into our hardware and software or systems, including viruses and malware through any channel;
  (e) carry out security breaches or disruptions of a network, including accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);
  (f) use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Map App; or
  (g) circumvent user authentication or security of our Map App, networks, accounts or hosts or those of our other users.
Third Party Inputs
1. You acknowledge and agree that:
  (a) the provision of the Map App may be contingent on, or impacted by, the Account Holder’s website, third parties, our hosting service provider, any third party integrations accessed through the Map App, other customers’ use of our services, suppliers and other subcontractors (Third Party Inputs); and
  (b) despite anything to the contrary, to the maximum extent permitted by law, we will not be responsible, and will have no Liability, for any default or breach of these Terms or law, if such default or breach was caused or contributed to by any Third Party Inputs.
2. You acknowledge that the Map App include certain optional functionalities or features that may interface or interoperate with third party software or services. To the extent that you choose to use such functionality, you are responsible for the purchase of and any ancillary and/or licensing obligations related to the applicable third party software and services. It is your responsibility to ensure the requirements are met in order for you to benefit from the specific functionality made available to you.
3. The Map App uses a location services tools, including, but not limited to, GPS signal and Wi-Fi. Various factors can affect the location services signal which may affect the accuracy of the Map App. When you use the Map App you may find that actual conditions differ from the data on the Map App, so you must exercise your independent judgment and use the Map App at your own risk. You are responsible at all times for your conduct and its consequences.
4. This clause 5 will survive the termination or expiry of these Terms.
Warranties
1. You may have certain rights under the Australian Consumer Law in relation to the Map App. Please contact us for further information. This clause is subject to any rights you might have under the Australian Consumer Law. Our Map App is provided to you on an “as is”, and “as available” basis without warranty, express or implied, of any kind or nature, including, but not limited to, any warranties of performance, merchantability, fitness for a particular purpose, or title. We will not be liable for delays, interruptions, service failures and other problems inherent with the use of the internet and electronic communications or other systems outside of our reasonable control. To the maximum extent permitted by law, we do not make any representation, warranty or guarantee that:
  (a) the use of the Map App will be secure, timely, uninterrupted or error-free;
  (b) the Map App will operate in combination with any other hardware, software, system, or data;
  (c) the Map App will meet your requirements or expectations;
  (d) errors or defects will be corrected; or
  (e) the Map App is free of viruses or other harmful components.
2. You warrant and agree that you will use the Map App in accordance with these Terms.
Intellectual Property
Our Intellectual Property
1. All Intellectual Property in the Software and Map App and that Intellectual Property developed, adapted, modified or created by us or our officers, employees, contractors, sub-contractors or agents including in connection with these Terms, the Software and the Map App, is and will remain owned exclusively by us or our third party service providers or licensors.
2. You must not, without our prior written consent:
  (a) copy or use, in whole or in part, any of our Intellectual Property;
  (b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party;
  (c) reverse assemble, reverse engineer, reverse compile or enhance the Map App;
  (d) breach any Intellectual Property Rights connected with the Software or the Map App, including altering or modifying any of our Intellectual Property;
  (e) cause any of any of our Intellectual Property to be framed or embedded in another website (other than the Account Holder’s if you are acting on behalf of the Account Holder);
  (f) create derivative works from any of our Intellectual Property;
  (g) resell, assign or transfer the Map App or access to the Map App;
  (h) “frame”, “mirror” or serve any of the Map App on any web server or other computer server over the Internet or any other network; or
  (i) alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the Map App or Software.
3. This clause 7 will survive termination or expiry of these Terms.
Our liability
1. Subject to any rights you might have under the Australian Consumer Law, you agree that we are providing you access to the Map App for no consideration or benefit as such, we exclude all Liability arising from or in connection with these Terms.
2. Subject to clause 8.1, despite anything to the contrary, to the maximum extent permitted by law:
  (a) we will not be liable for Consequential Loss;
  (b) a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party, including a failure to mitigate; and
  (c) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us paying you $100.
3. Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:
  (k) failure or delay in providing the Map App;
  (l) breach of these Terms or any Laws by you, the Account Holder or any other user;
  (m) loss of, or damage to, any property or any injury to or loss to any person;
  (n) the Computing Environment;
  (o) your acts or omissions;
  (p) any use or application of the Map App by a person or entity other than you, or other than as reasonably contemplated by these Terms;
  (q) any Third Party Inputs;
  (r) the Map App being unavailable, or any delay in us providing the Map App to you, for whatever reason; and/or
  (s) any event outside of our reasonable control.
4. To the maximum extent permitted by law, you indemnify and continue to indemnify us against all Liability we suffer or incur arising from or as a consequence of a breach of clause 7 (Intellectual Property) and/or your use of the Map App contrary to these Terms.
5. You acknowledge and agree that:
  (a) you are responsible for your use of the Map App;
  (b) you use the Map App at your own risk;
  (c) the technical processing and transmission of the Map App may be transferred unencrypted and involve:
  i. transmissions over various networks; and
  ii. changes to conform and adapt to technical requirements of connecting networks or devices;
  (d) we may use third-party service providers to assist in transmitting or hosting the Map App. If the providers of third party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without liability;
  (e) the Map App may use third party products, facilities or services. We do not make any warranty or representation in respect of the third party products, facilities or services;
  (f) any Third Party Inputs and/or reliance on these Third Party Inputs, for example reliance on any data from third parties; and
  (g) we do not guarantee that any file or program available for download and/or execution from or via the Map App is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used we are not responsible for any corruption or loss of any data if such corruption or loss is due to an act or omission by you.
6. This clause 8 will survive the termination or expiry of these Terms.
Privacy
1. While using the Map App, we collect data regarding your use of the Map App, including regarding your movements and interaction with the Map App. The purpose of us collecting this data is to personalise the Map App we provide to you to improve your experiences. We provide that data to the Account Holder and third parties and you cannot opt out of us providing that data to the Account Holder or third parties.
2. Our collection, use, disclosure and management of any data you provide to us or that you input into the Map App, including user and employee personal information, is managed in accordance with our Privacy Policy, which can be accessed at [insert].
3. By using our Map App, you acknowledge that you have read our Privacy Policy and that you consent to us collecting, using, disclosing and managing your data as set out there.
General
1. Changes to the Map App: You agree that we may make changes to the Software and Map App in accordance with the Account Holder Terms and Conditions. If you have any concerns about any such changes, you should speak to the Account Holder.
2. Changes to the Terms: We may amend these Terms at any time, by providing written notice to you. By continuing to use the Map App, you agree to the amended terms.
3. Entire agreement: These Terms contain the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
4. Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control.
5. Governing law: This Agreement is governed by the laws of Queensland, Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Queensland and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
Definitions
In these Terms, unless the context otherwise requires, capitalised terms have the meanings given to them in any Order, and:
Account Holder means the primary account holder, our customer.
Account Holder Terms and Conditions means the terms and conditions we entered into with the Account Holder in relation to our provision of the Map App to the Account Holder.
ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time.
Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
Intellectual Property means any domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.
Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with these Terms or the provision of the Map App.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.
Software means the software used to provide any of the Map App, any software as a service, any instructions in hard copy or electronic form and any update, modification or release of any part of that software after these Terms are entered into by the Parties.
Terms means this End User Licence Agreement and any terms agreed under it and any documents attached to, or referred to in them.
You means you as the user or viewer of the Map App.

For any questions and notices, please contact us at:

Business of Pursuits Pty Ltd t/a Naveze
(ABN 97 613 678 578)

Address: 7 Archer Street, Rockhampton QLD 4700
Email: support@naveze.com
Last update: 25 June 2021