End-User License Agreement (“Agreement”)

Definitions and interpretation

1. Definitions
   In this Agreement unless the context otherwise requires:

   Agreement means this agreement, all schedules and, if the Products or Services were not purchased on the Platform, the Enterprise Agreement;

   Claim includes any claim, including a notice, demand, debt, account, action, expense, damage, loss, cost, lien, liability, proceeding, litigation (including reasonable legal costs), investigation or judgment of any nature, whether known or unknown;

   Dispute means a dispute between the parties as described in clause 21.2;

   Enterprise Agreement means the enterprise agreement between Locate2u and You (or an entity related to You, as the case may be).

   Equipment means tracking equipment supplied by Locate2u to You under or in connection with this Agreement, and includes any equipment described in an Enterprise Agreement (as applicable).

   Implied Terms means those terms as specified in clause 14.3;

   Intellectual Property Rights means all current and future registered and unregistered rights and all renewals and extension of those rights in respect of copyright, marks, trade secrets, know-how, confidential information, patents, inventions and discoveries and all other intellectual property as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation 1967.

   Licence Term means the term of the User Licence as described at clause 4.3;

   Loss means any damage, loss, liability, expense or cost whether direct or indirect, consequential or incidental;

   Notice means a notice of Dispute as specified in clause 21.2;

   Platform(s) has the meaning described at clause 1.1

   PPSA means the Personal Property Securities Act 2009 (Cth);

   Products means any products as detailed on the Platform or Enterprise Agreement;

   Security Interest has the meaning given in the PPSA;

   Service means the Locate2u software as a service provided by Locate2u as detailed on the Platform or Enterprise Agreement;

   Trial Licence means a temporary trial User Licence as described in clause 5.1;

   User Licence means a revocable, non-transferable, non-sub licensable, non-exclusive and limited licence to use the Products and/or Services strictly in accordance with this Agreement as described at clause 4.1;

   You means the person named on the Enterprise Agreement, or where the Products are purchased via the Platform, the person who has purchased the Products and/or Services.

2. Resolution
   On receipt of that notice by that other party, the parties must:
   • (a) Within 14 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
   • (b) If for any reason whatsoever, 14 days after the date of the Notice, the Dispute has not been resolved, the parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the Chair of the Resolution Institute (ABN 69 008 651 232);
   • (c) The parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertaking to pay any amounts requested by the mediator as a precondition to the mediation commencing. The parties must each pay their own costs associated with the mediation;
   • (d) The mediation will be held in Sydney, Australia.