routed

PRIVACY POLICY

1 INTRODUCTION

This document sets out the privacy policy of Mayon Digital Pty Ltd ABN 57 630 074 716 (referred to
in this privacy policy as ‘we’, ‘us’, or ‘our’).

We take our privacy obligations seriously and we’ve created this privacy policy to explain how we
store, maintain, use and disclose personal information.
By providing personal information to us, you consent to our storage, maintenance, use and
disclosing of personal information in accordance with this privacy policy.
We may change this privacy policy from time to time by posting an updated copy on our website
and we encourage you to check our website regularly to ensure that you are aware of our most
current privacy policy.

2 TYPES OF PERSONAL INFORMATION WE COLLECT

The personal information we collect may include the following:
(a) name;
(b) mailing or street address;
(c) email address;
(d) social media information;
(e) your geo-location information;
(f) telephone number and other contact details;
(g) credit card or other payment information;
(h) information about your business or personal circumstances;
(i) information in connection with client surveys, questionnaires and promotions;
(j) your device identity and type, I.P. address, geo-location information, page view statistics,
advertising data and standard web log information;
(k) information about third parties; and
(l) any other information provided by you to us via our website or our online presence, or
otherwise required by us or provided by you.

3 LOCATION INFORMATION

(a) We may collect geo-location information via your device and its GPS technology, IP
address, Wi-Fi access and Bluetooth capabilities. To allow us to provide our services to
you, you must grant our application permission to access your location data stored on
your device
(b) Your geo-location information may be collected while our app is running in either the
foreground or background of your device.

4 HOW WE COLLECT PERSONAL INFORMATION

We may collect personal information either directly from you, or from third parties, including where
you:
(a) contact us through our website;
(b) receive goods or services from us;
(c) submit any of our online sign up forms;
(d) communicate with us via email, telephone, SMS, social applications (such as LinkedIn or
Facebook) or otherwise;
(e) interact with our website, social applications, services, content and advertising; and
(f) invest in our business or enquire as to a potential purchase in our business.
We may also collect personal information from you when you use or access our website or our
social media pages. This may be done through use of web analytics tools, ‘cookies’ or other similar
tracking technologies that allow us to track and analyse your website usage. Cookies are small files
that store information on your computer, mobile phone or other device and enable and allow the
creator of the cookie to identify when you visit different websites. If you do not wish information to
be stored as a cookie, you can disable cookies in your web browser.

5 USE OF YOUR PERSONAL INFORMATION

We collect and use personal information for the following purposes:
(a) to provide goods, services or information to you;
(b) for record keeping and administrative purposes;
(c) to provide information about you to our contractors, employees, consultants, agents or
other third parties for the purpose of providing goods or services to you;
(d) to improve and optimise our service offering and customer experience;
(e) to comply with our legal obligations, resolve disputes or enforce our agreements with third
parties;
(f) to send you marketing and promotional messages and other information that may be of
interest to you and for the purpose of direct marketing (in accordance with the Spam Act).
In this regard, we may use email, SMS, social media or mail to send you direct marketing
communications. You can opt out of receiving marketing materials from us by using the
opt-out facility provided (e.g. an unsubscribe link);
(g) to send you administrative messages, reminders, notices, updates, security alerts, and
other information requested by you; and
(h) to consider an application of employment from you.
We may disclose your personal information to cloud-providers, contractors and other third parties
located inside or outside of Australia. If we do so, we will take reasonable steps to ensure that any
overseas recipient deals with such personal information in a manner consistent with how we deal
with it.

6 SECURITY

We take reasonable steps to ensure your personal information is secure and protected from
misuse or unauthorised access. Our information technology systems are password protected, and
we use a range of administrative and technical measures to protect these systems. However, we
cannot guarantee the security of your personal information.

7 LINKS

Our website may contain links to other websites. Those links are provided for convenience and
may not remain current or be maintained. We are not responsible for the privacy practices of those
linked websites and we suggest you review the privacy policies of those websites before using
them.

8 REQUESTING ACCESS OR CORRECTING YOUR PERSONAL INFORMATION

If you wish to request access to the personal information we hold about you, please contact us
using the contact details set out below including your name and contact details. We may need to
verify your identity before providing you with your personal information. In some cases, we may be
unable to provide you with access to all your personal information and where this occurs, we will
explain why. We will deal with all requests for access to personal information within a reasonable
timeframe.
If you think that any personal information we hold about you is inaccurate, please contact us using
the contact details set out below and we will take reasonable steps to ensure that it is corrected.

9 COMPLAINTS

If you wish to complain about how we handle your personal information held by us, please contact
us using the details set out below including your name and contact details. We will investigate your
complaint promptly and respond to you within a reasonable timeframe.

10 CONTACT US

For further information about our privacy policy or practices, or to access or correct your personal
information, or make a complaint, please contact us using the details set out below:
Name: Sam
Email: [email protected]
Our privacy policy was last updated on 18 September 2024.

TERMS AND CONDITIONS

Welcome to Mayon Digital!

We are Mayon Digital Pty Ltd, an Australian business with ABN 57 630 074 716 (‘we’, ‘our’ or ‘us’) and we
provide a route optimisation app known as Routed (App).

These terms and conditions (Terms) govern your access to the App and us providing you any other goods
and services as set out in these Terms (Subscription). You can view the most updated version of our Terms
at https://getrouted.com/#terms (Website). Please read these terms and conditions carefully before
agreeing to proceed with your Subscription.

Please note that your Subscription will continue to renew indefinitely, and you will continue to incur
Subscription Fees, unless you notify Apple or Google via your Apple App Store Account or Google
Play Store Account that you want to cancel your Subscription in accordance with clause 15. Please
ensure you contact Apple or Google if you want to cancel your Subscription.

1 READING AND ACCEPTING THESE TERMS

(a) In these Terms, capitalised words and phrases have the meanings given to them where
they are followed by bolded brackets, or as set out in the Definitions table at the end of
these Terms.
(b) By clicking the tick box below or clicking the “I accept these Terms” button on our
Website, paying for your Subscription or otherwise accepting the benefit of any part of
your Subscription, you agree to be bound by these Terms which form a binding
contractual agreement between you the person acquiring a Subscription or the company
you represent and are acquiring the Subscription on behalf of (‘you’ or ‘your’) and us.
(c) We may change these Terms at any time by notifying you, and your continued use of the
App following such an update will represent an agreement by you to be bound by the
Terms as amended.

2 ACCOUNT REGISTRATION

2.1 CREATING YOUR ACCOUNT

(a) In order to use the App, you will be required to sign up for an account (Account).
(b) In order to sign up for an Account, you warrant that:
(i) you are at least 18 years old; or
(ii) are the parent or legal guardian of a person under the age of 18 who intends to
use the App, and you agree to be bound by these Terms on that person’s
behalf.
(c) When you register for an Account, you must provide true, accurate and complete
information as requested and keep this information up to date after registration.

2.2 MAINTAINING YOUR ACCOUNT

(a) You agree that you’re solely responsible for:
(i) maintaining the confidentiality and security of your Account information and your
password; and
(ii) any activities and those of any third party that occur through your Account,
whether those activities have been authorised by you or not.
(b) You also agree to let us know if you detect any unusual activity on your account as soon
as you become aware of it.
(c) We won’t be responsible to you for, and expressly disclaim any liability for, any cost, loss,
damages or expenses arising out of a failure by you to maintain the security of your
Account information or your password.
(d) Mayon Digital may, in its absolute discretion, suspend or cancel your Account for any
reason, including for any failure to comply with these terms.

3 DURATION OF YOUR SUBSCRIPTION

(a) Your Subscription and these Terms commence on the date you agree to be bound by
these Terms (as set out at the beginning of these Terms) and continues for the
Subscription Period and any Renewal Periods applicable, unless terminated earlier in
accordance with clause 15.
(b) Subject to clause 3(c), upon expiration of the Subscription Period, this agreement will
automatically and indefinitely renew on an ongoing basis for a period equal to the
Subscription Period (Renewal Period).
(c) This agreement will not automatically renew on expiry of the Subscription or Renewal
Period (Renewal Date), if you cancel via the App or Play Store.
(d) Prior to the expiry of the Renewal Date, Apple or Google may provide you with advanced
written notice of the Subscription. For more iaccounformation, please refer to their
respective subscription policies.

4 THE APP

4.1 GENERAL

(a) Your Subscription includes the benefits and limitations of your Subscription as set out in
our App, or as otherwise communicated to you when you subscribe for your Subscription
(and as amended from time to time by notice to you).
(b) While your Subscription is maintained, we grant to you a non-exclusive, non-transferable
licence to use the App.
(c) We may from time to time, in our absolute discretion, release enhancements to the App,
meaning an upgraded, improved, modified or new versions of the App (Enhancements). Any Enhancements to the App will not limit or otherwise affect these Terms.
Enhancements may cause downtime or delays from time to time, and credits will not be
provided for such downtime.
(d) We may change any features of the App at any time on notice to you.

4.2 DISCLAIMER

You acknowledge and agree that:
(a) the App aims to provide accurate and up-to-date route optimisation based on longitude
and latitude coordinates. However, the App does not guarantee the accuracy,
completeness, or reliability of the routes provided;
(b) the route suggestions are based on available data at the time of use and may be subject
to changes due to real-time traffic conditions, road closures, weather, or other unforeseen
circumstances;
(c) Users are responsible for ensuring that the routes suggested by the App are appropriate
and safe for their specific circumstances. This includes, but is not limited to, verifying the
suitability of the routes for their vehicle type, load, and driving conditions;
(d) Users should always obey local traffic laws, road signs, and signals, and exercise caution
while driving;
(e) the App does not provide maps or routes directly but connects with third-party maps apps
to provide turn by turn navigation, with the App tracking you in real time. Users can
choose and will be redirected to third-party maps or navigation apps to view and follow
the suggested routes;
(f) we are not responsible for the performance, reliability, or accuracy of the third-party maps
apps that you may use. Users should review the terms and conditions of the third-party
maps apps;
(g) the App may collect and use location data to provide route optimisation services. By
using the App, Users consent to the collection, use, and storage of their location data in
accordance with our Privacy Policy; and
(h) Users should be aware of the potential impact on their data usage and battery life when
using the App.

5 ACCEPTABLE USE OF THE APP

5.1 APP USE

By signing up for an Account or otherwise using our App, you agree that you will not:
(a) misrepresent your age or identity;
(b) use another user’s Account;
(c) use the App for any illegal, nefarious or harmful purpose; or
(d) use the Service to damage the reputation of Mayon Digital.

5.2 ACCEPTABLE USE

We’ll need you to make a few promises about the way you’ll use the App.
You agree:
(a) not to copy, reproduce, translate, adapt, vary or modify the App without our express
consent;
(b) not to use the App in a manner that is illegal or fraudulent or facilitates illegal or
fraudulent activity;
(c) not to attempt to breach the security of the App or Mayon Digital’s system security, or
otherwise interfere with the normal function of the App, including by:
(i) gaining unauthorised access to Accounts or data about other users of the App;
(ii) scanning, probing or testing the App for security vulnerabilities;
(iii) overload, flood, mailbomb, crash or submit a virus to the App or Mayon Digital’s
system; or
(iv) instigate or participate in a denial-of-service attack against the App or Mayon
Digital’s system; and
(d) to ensure that your employees, sub-contractors and other agents who you have
authorised to use or access the App comply with the Terms.

6 DATA HOSTING

We will store User Data you upload to the App using a third party hosting service selected by us
(Hosting Services), subject to the following terms:
(a) (hosting location) You acknowledge and agree that we may use storage servers to host
the App through cloud-based services, and potentially other locations outside Australia.
(b) (service quality) While we will use our best efforts to select an appropriate hosting
provider, we do not guarantee that the Hosting Services will be free from errors or defects
or that User Data will be accessible or available at all times.
(c) (security) We will use our best efforts to ensure that User Data is stored securely.
However, we do not accept responsibility or liability for any unauthorised use, destruction,
loss, damage or alteration to User Data, including due to hacking, malware, ransomware,
viruses, malicious computer code or other forms of interference.
(d) (backups & disaster recovery) In the event that User Data is lost due to a system
failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be
available, or if available that such a backup will be free from errors or defects.

7 FEES AND PAYMENT

7.1 TRIAL PERIOD

We may from time to time offer a free trial period of the App (Free Trial Period). No payments will
be due during any Free Trial Period and your first payment will be due immediately after the expiry
of the Free Trial Period.

7.2 SUBSCRIPTION FEES

(a) You must pay subscription fees to us via the App or Play Stores in the amounts specified
on the App store page for your Subscription Tier, or as otherwise agreed (Subscription
Fees).
(b) All Subscription Fees must be paid in advance and are non-refundable for change of
mind.
(c) Unless otherwise agreed in writing, the Subscription Fees are due and payable on a
recurring basis for the duration of your Subscription, with the first payment being due on
the first day of the Subscription Period (or immediately after the expiry of any applicable
Free Trial Period) and at the beginning of every Renewal Period thereafter.

7.3 AUTOMATIC RECURRING BILLING

Subject to clauses 7.4 and 7.5:
(a) Your Subscription will continue to renew on an automatic indefinite basis unless you
notify us that you wish to cancel in accordance with this clause 7.
(b) While your Subscription is maintained, your Subscription Fees will continue to be debited
at the beginning of each Renewal Period from the payment method you nominated when
you registered for an Account.
(c) By signing up for a recurring Subscription, you acknowledge and agree that your
Subscription has an initial and recurring payment feature, and you accept responsibility
for all recurring charges prior to your cancellation of your Subscription.

7.4 GRACE PERIOD

If you fail to cancel your Subscription prior to a Renewal Period and you are charged recurring
charges, it is at the discretion of Apple or Google whether a refund will be issued not Mayon Digital.

7.5 CHANGES TO SUBSCRIPTION FEES

We may, from time to time, change our Subscription Fees and provide you with 10 Business Days’
notice prior to the changes. During this time, you have the opportunity to cancel your Subscription .
If you do not cancel your Subscription before the new Subscription Fees take effect, the Grace
Period in clause 7.4 will apply.

7.6 LATE PAYMENTS

We reserve the right to suspend all or part of the App indefinitely if you fail to pay any Fees in
accordance with this clause 7.

7.7 GST

Unless otherwise indicated, the Fees do not include GST.

7.8 CARD SURCHARGES

We reserve the right to charge credit card surcharges in the event payments are made using a
credit, debit or charge card (including Visa, MasterCard or American Express).

7.9 ONLINE PAYMENT PARTNER

(a) We may use third-party online payment partner, currently Apple App Store and Google
Play Store (Online Payment Partner) to collect Subscription Fees.
(b) Provided that we have notified you of such Third Party Terms and provided you with a
copy of those terms, you acknowledge agree that:
(i) the processing of payments by the Online Payment Partner will be, in addition
to this agreement, subject to the terms, conditions and privacy policies of the
Online Payment Partner, which can be found here (Google) and here (Apple);
(ii) you release us and our Personnel in respect of all liability for loss, damage or
injury which may be suffered by any person arising from any act or omission of
the Online Payment Partner, including any issue with security or performance of
the Online Payment Partner’s platform or any error or mistake in processing
your payment; and
(iii) We reserve the right to correct, or to instruct our Online Payment Partner to
correct, any errors or mistakes in collecting your payment.
(c) You have the right to reject any terms and conditions of the Online Payment Partner. If
you reject those terms, we cannot provide you with the Subscription and clause 15 will
apply.

8 INTELLECTUAL PROPERTY AND DATA

8.1 APP CONTENT INTELLECTUAL PROPERTY

(a) (Our ownership) We retain ownership of all Materials provided to you throughout the
course of your Subscription in connection with the App (including text, graphics, logos,
design, icons, images, sound and video recordings, pricing, downloads and software)
(App Content) and reserve all rights in any Intellectual Property Rights owned or
licensed by us in the App Content not expressly granted to you.
(b) (Licence to you) You are granted a licence to the App Content, for the Number of
Solution Uses, and you may make a temporary electronic copy of all or part of any
materials provided to you for the sole purpose of viewing them and using them for the
purposes of the App. You must not otherwise reproduce, transmit, adapt, distribute, sell,
modify or publish those materials or any App Content without prior written consent from
us or as otherwise permitted by law.

8.2 USER DATA

Our Rights and Obligations
(a) You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable,
worldwide and irrevocable licence to use User Data to the extent reasonably required to
provide the App, and for our internal business purposes, including to improve the App
and our other products and services, and including to apply machine learning and other
analytics processes to the User Data, to gain commercial insights and other associated
learnings, and to improve the App, our business and our other products and services.
(b) We reserve the right to remove any User Data at any time, for any reason, including
where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic,
sexist, homophobic or racist.
Your Obligations and Grant of Licence to Us
(c) You are responsible for ensuring that:
(i) you share User Data only with intended recipients; and
(ii) all User Data is appropriate and not in contravention of these Terms.
(d) You:
(i) warrant that our use of User Data will not infringe any third-party Intellectual
Property Rights; and
(ii) indemnify us from and against all losses, claims, expenses, damages and
liabilities (including any taxes, fees or costs) which arise out of such
infringement.

9 THIRD PARTY TERMS

(a) If we are required to acquire goods or services supplied by a third party, you may be
subject to the terms and conditions of that third party (‘Third Party Terms’). Currently,
you may be subject to the following Third Party Terms:
(i) Apple: https://www.apple.com/legal/internet-services/itunes/
(ii) Google: https://play.google.com/intl/en_au/about/play-terms/index.html
(b) Provided that we have notified you of such Third Party Terms and provided you with a
copy of those terms, you agree to any Third Party Terms applicable to any goods or
services supplied by a third party that we acquire as part of providing the App to you and
we will not be liable for any loss or damage suffered by you in connection with such Third
Party Terms.
(c) You have the right to reject any Third Party Terms. If you reject the Third Party Terms, we
cannot provide the App to you and clause 15 will apply.

10 CONFIDENTIALITY

(a) Except as contemplated by these Terms, a party must not, and must not permit any of its
Personnel, use or disclose to any person any Confidential Information disclosed to it by
the other party without the disclosing party’s prior written consent.
(b) Each party must promptly notify the other party if it learns of any potential, actual or
suspected
(c) The notifying party will investigate each potential, actual or suspected breach of
confidentiality and assist the other party in connection with any related investigation.

11 PRIVACY

(a) We collect personal information about you in the course of providing you with the App, to
contact and communicate with you, to respond to your enquiries and for other purposes
set out in our Privacy Policy which can be found at https://getrouted.com/#privacy-policy.
(b) Our Privacy Policy contains more information about how we use, disclose and store your
personal information and details how you can access and correct your personal
information.
(c) By agreeing to these Terms, you agree to our handling of personal information in
accordance with our Privacy Policy.

12 NOTICE REGARDING APPLE

If you are accessing the App from the Apple, Inc. (Apple) App Store, you acknowledge and agree:
(a) these Terms are between you and Mayon Digital and not with Apple. Apple is not
responsible for the App or any content available on the App;
(b) Apple has no obligation whatsoever to furnish any maintenance and support services for
the App;
(c) in the event of any failure of Mayon Digital to conform to any applicable warranty, you
may notify Apple, and Apple will refund the price for the App. To the maximum extent
permitted by applicable law, Apple will have no other warranty obligation whatsoever with
respect to the App, and any other claims, losses, liabilities, damages, costs of expenses
attributable to any failure to conform to any warranty will be Mayon Digital’s responsibility;
(d) Apple is not responsible for addressing any claims by you or any third party relating to the
App, including, but not limited to:
(i) product liability claims;
(ii) any claim that the App fails to conform to any applicable legal or regulatory
requirement; and
(iii) claims arising under consumer protection, privacy, or similar legislation;
(e) in the event of any third party claim that the App or your use of the App infringes any third
party’s intellectual property rights, Apple will not be responsible for the investigation,
defence, settlement and discharge of any such claim;
(f) that you represent and warrant that:
(i) you are not located in a country that is subject to a U.S. Government embargo,
or that has been designated by the U.S. Government as a “terrorist supporting’”
country; and
(ii) you are not listed on any U.S. Government list of prohibited or restricted parties;
(g) you must comply with applicable third party terms of agreement when using the App; and
(h) Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and that,
upon your acceptance of these Terms, Apple will have the right (and will be deemed to
have accepted the right) to enforce these Terms against you as a third party beneficiary.

13 OPERATION OF THE APP DEPENDENT ON THIRD PARTIES

You acknowledge that the App is dependent on software and hardware developed by third party
providers such as Apple and Google. If following an update by such third party provider, the App
can no longer function as they did prior to the update, we will not (to the maximum extent permitted
by law) be liable to you for any loss or damage you might suffer as a result.

14 LIABILITY

14.1 WARRANTIES AND LIMITATIONS

(a) (Warranties) We warrant that:
(i) during the Subscription Period, the App will perform substantially in accordance
with the intended purpose;
(ii) during the Subscription Period, the App will be provided as described to you in,
and subject to, these Terms; and
(iii) to our knowledge, the use of the App in accordance with these Terms will not
infringe the Intellectual Property Rights of any third party.
(b) (Errors) We will correct any errors, bugs or defects in the App which arise during your
Subscription and which are notified to us by you, unless the errors, bugs or defects:
(i) result from the interaction of the App with any other solution or computer
hardware, software or services not approved in writing by us;
(ii) result from any misuse of the App; or
(iii) result from the use of the App by you other than in accordance with these
Terms.
(c) (Service Limitations) While we will use our best endeavours to ensure the App is
working for its intended purpose, you acknowledge and agree that from time to time, you
may encounter the following issues:
(i) the App may have errors or defects;
(ii) the App may not be accessible at times;
(iii) messages sent through the App may not be delivered promptly, or delivered at
all;
(iv) information you receive or supply through the App may not be secure or
confidential; or
(v) any information provided through the App may not be accurate or true.
(d) (Exclusion) To the maximum extent permitted by applicable law, all express or implied
representations and warranties not expressly stated in these Terms are excluded.
(e) (Consumer law) Nothing in these Terms is intended to limit the operation of the
Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth)
(ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund,
replacement or repair) if there is a failure with the goods or services provided.

14.2 LIABILITY

(a) To the maximum extent permitted by law and subject to clause 14.2(b), the total liability of
each party in respect of loss or damage sustained by the other party in connection with these Terms or the App is limited to the total Fees paid to us by you in the 6 months
preceding the date of the event giving rise to the relevant liability.
(b) Clause 14.2(a) does not apply to your liability in respect of loss or damage sustained by
us arising from your breach of clauses 2, 5, 8 and 10.

14.3 CONSEQUENTIAL LOSS

To the maximum extent permitted by law, neither party will be liable for any incidental, special or
consequential loss or damages, or damages for loss of data, business or business opportunity,
goodwill, anticipated savings, profits or revenue in connection with these Terms or any goods or
services provided by us, except:
(a) in relation to a party’s liability for fraud, personal injury, death or loss or damage to
tangible property; or
(b) to the extent this liability cannot be excluded under the Competition and Consumer Act
2010 (Cth).

15 CANCELLATION

15.1 CANCELLATION AT ANY TIME

(a) You may cancel or terminate your Subscription for convenience at any time, by providing
notice to Apple or Google via your Apple App Store Account or Google Play Store
Account.
(b) We may suspend access your Account immediately if we reasonably determine that you
have breached any term of this agreement. This suspension will remain in effect until the
breach is resolved as outlined in clause 15.2.

15.2 CANCELLATION FOR BREACH

(a) A “Breach” of these Terms means:
(i) a party (Notifying Party) considers the other party (or any of its Personnel or
Users) is in breach of these Terms and notifies the other party;
(ii) the other party is given 10 Business Days to rectify the breach; and
(iii) the breach has not been rectified within 10 Business Days or another period
agreed between the parties in writing.
(b) You may cancel your Subscription immediately by written notice to Apple or Google via
your Apple App Store Account or Google Play Store Account if there has been a Breach
of these Terms by us.
(c) We may revoke access to your Account indefinitely and immediately by written notice to
you if there has been a Breach of these Terms. Where this occurs, you will need to
contact Apple or Google via your Apple App Store Account or Google Play Store Account
to cancel your Subscription, as we do not have the ability to do so.

15.3 EFFECT OF TERMINATION

Upon termination of this agreement:
(a) you will no longer have access to the App, your Account or your User Data and we will
have no responsibility to store or otherwise retain any User Data (and you release us in
respect of any loss or damage which may arise out of us not retaining any User Data
beyond that point);
(b) unless agreed in writing, any Subscription Fees that would otherwise have been payable
after termination for the remainder of the relevant Renewal Period will remain payable
and, to the maximum extent permitted by law, no Subscription Fees already paid will be
refundable; and
(c) each party must comply with all obligations that are by their nature intended to survive the
end of this agreement.

16 DISPUTE RESOLUTION

(a) A party claiming that a dispute has arisen under or in connection with this agreement
must not commence court proceedings arising from or relating to the dispute, other than a
claim for urgent interlocutory relief, unless that party has complied with the requirements
of this clause.
(b) A party that requires resolution of a dispute which arises under or in connection with this
agreement must give the other party or parties to the dispute written notice containing
reasonable details of the dispute and requiring its resolution under this clause.
(c) Once the dispute notice has been given, each party to the dispute must then use its best
efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of
14 days (or such other period as agreed by the parties in writing) after the date of the
notice, any party to the dispute may take legal proceedings to resolve the dispute.

17 FORCE MAJEURE

(a) We will not be liable for any delay or failure to perform its obligations under this
agreement if such delay or failure arises out of a Force Majeure Event.
(b) If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:
(i) reasonable details of the Force Majeure Event; and
(ii) so far as is known, the probable extent to which We will be unable to perform or
be delayed in performing its obligations under this agreement.
(c) Subject to compliance with clause 17(b), our relevant obligation will be suspended during
the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
(d) For the purposes of this agreement, a ‘Force Majeure Event’ means any:
(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide,
explosion or fire;
(ii) strikes or other industrial action outside of the control of us;
(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil
commotion, epidemic, pandemic; or
(iv) any decision of a government authority in relation to COVID-19, or any threat of
COVID-19 beyond the reasonable control of us, to the extent it affects our ability
to perform our obligations.

18 NOTICES

(a) A notice or other communication to a party under these Terms must be:
(i) in writing and in English; and
(ii) delivered via email to the other party, to the email address specified in the
Order, or if no email address is specified in the Order, then the email address
most regularly used by the parties to correspond regarding the subject matter of
this agreement as at the date of this agreement (Email Address). The parties
may update their Email Address by notice to the other party.
(b) Unless the party sending the notice knows or reasonably ought to suspect that an email
was not delivered to the other party’s Email Address, notice will be taken to be given:
(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a
public holiday in the state or territory whose laws govern this agreement, in
which case the notice will be taken to be given on the next occurring business
day in that state or territory; or
(ii) when replied to by the other party,
whichever is earlier.

19 DEFINITIONS

Term Definition
App: has the meaning given in the first paragraph of these Terms.
App Content: has the meaning set out in clause 8.1(a).
Confidential Information: means information of or provided by a party that is by its nature is confidential
information, is designated by that party as confidential, or that the other party
knows or ought to know is confidential, but does not include information, which
is or becomes, without a breach of confidentiality, public knowledge.
Hosting Services: has the meaning given in clause 6.
Intellectual Property Rights: means any and all present and future intellectual and industrial property rights
throughout the world (whether registered or unregistered), including copyright,
trade marks, designs, patents, moral rights, semiconductor and circuit layout
rights, trade, business, company and domain names, and other proprietary
rights, trade secrets, know-how, technical data, confidential information and the
right to have information kept confidential, or any rights to registration of such
rights (including renewal), whether created before or after the date of
this agreement.
Material: means tangible and intangible information, documents, reports, software
(including source and object code), inventions, data and other materials in any
media whatsoever.
Personnel: means, in respect of a party, its officers, employees, contractors (including
subcontractors) and agents.
Subscription: has meaning given in the first paragraph of these Terms.
Subscription Fees has the meaning set out in clause 7 of these Terms.
Subscription Period: means the period of your Subscription to the App as agreed on the Website.
User: means you and any third party end user of the App who you make the App
available to.
User Data: means any files, data, document, information or any other Materials, which is
uploaded to the App by you or any other User or which you, your Personnel or
Users otherwise provide to us under or in connection with these Terms,
including any Intellectual Property Rights attaching to those materials.
Website: means the website at the URL set out in the first paragraph of these Terms, and
any other website operated by us in connection with the App.

20 GENERAL

20.1 GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in Queensland, Australia. Each party irrevocably
submits to the exclusive jurisdiction of the courts of Queensland, Australia and courts of appeal
from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the
process has been brought in an inconvenient forum.

20.2 WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any
right unless the waiver is in writing and signed by the party granting the waiver.

20.3 SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the
extent that it is void or unenforceable. The validity and enforceability of the remainder of this
agreement is not limited or otherwise affected.

20.4 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or
benefits them jointly and severally.

20.5 ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this
agreement without the prior written consent of the other party.

20.6 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior
negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to
the subject matter of this agreement.

20.7 INTERPRETATION

(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (currency) a reference to $; or “dollar” is to Australian currency;
(c) (gender) words indicating a gender includes the corresponding words of any other
gender;
(d) (defined terms) if a word or phrase is given a defined meaning, any other part of speech
or grammatical form of that word or phrase has a corresponding meaning;
(e) (person) a reference to “person” or “you” includes an individual, the estate of an
individual, a corporation, an authority, an association, consortium or joint venture
(whether incorporated or unincorporated), a partnership, a trust and any other entity;
(f) (party) a reference to a party includes that party’s executors, administrators, successors
and permitted assigns, including persons taking by way of novation and, in the case of a
trustee, includes any substituted or additional trustee;
(g) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment
or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or
annexure to or of this agreement, and a reference to this
(h)  (document) a reference to a document (including this agreement) is to that document as
varied, novated, ratified or replaced from time to time;
(i) (headings) headings and words in bold type are for convenience only and do not affect
interpretation;
(j) (includes) the word “includes” and similar words in any form is not a word of limitation;
and
(k) (adverse interpretation) no provision of this agreement will be interpreted adversely to a
party because that party was responsible for the preparation of this agreement or that
provision.