Plattar Master Services Agreement (Terms of Service)

Version 2.1 – 230406

PLATTAR PTY LTD ABN 90 606 090 322

1. Interpretation

The following definitions apply in this document:

Agreement means this Master Services Agreement.

Agreement Date means the date the Client accepts this Agreement, which in default shall be the date the Client first enters into a Service Order.

API means an application-programming interface.

API Terms means the terms that are set out in Annexure A to this Agreement.

AR means augmented reality.

Asset means any digital media element that is uploaded or created within the Platform and includes without limitation:

  • (a) 2D or 3D images, whether animated, moving or static;
  • (b) Computer games (or elements of games);
  • (c) Video;
  • (d) Audio;
  • (e) A hyperlink;
  • (f) 2D or 3D text whether animated, moving or static; and
  • (g) A combination of the above.

Background IP means all Intellectual Property of the Company incorporated in the Services, including the Platform, an SDK or Proprietary Technology.

Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Australia.

Change Request means a written notice from the Client requesting a change of the scope of a Service Order, or any additional work not specified in a Service Order or otherwise previously agreed to be provided by the Company.

Client means the client as identified on any Service Order.

Client IP means all Intellectual Property of the Client (or its customer) (including drawings, specifications, data and character design) provided by the Client to the Company for use in relation to the Services.

Commencement Date means the earlier of:

  • (a) The date stated as the Commencement Date in a Service Order;
  • (b) 90 days from the Agreement Date; and
  • (c) If Created Content is supplied by the Company, the date when the Company provides the first Created Content;

unless the parties agree otherwise.

Company means Plattar Pty Ltd ABN 90 606 090 322.

Confidential Information means any written or verbal information that:

  • (a) Is about each party’s business or affairs; or
  • (b) Is about the conduct of each party under this Agreement and during the term of this Agreement; or
  • (c) A party informs the other party that it considers it confidential and/or proprietary; or
  • (d) A party would reasonably consider to be confidential in the circumstances; or
  • (e) Is personal information within the meaning of the Privacy Act 1988 (Cth);

but does not include information that a party can establish:

  • (f) Was in the public domain at the time it was given to that party;
  • (g) Became part of the public domain, without that party’s involvement in any way, after being given to the party;
  • (h) Was in the party's possession when it was given to the party, without having been acquired (directly or indirectly) from the disclosing party; or
  • (i) Was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation.

Consulting Services means any consultation services provided by the Company including the formulation of advice, education, workshops, time in attendance or similar service, but excludes AR software development, and Technology Licensing services.

Corporations Act means the Corporations Act 2001 (Cth).

Created Content means any content (including 3D content) that is created by the Company for the Client pursuant to this Agreement.

Development Services means any consulting, content creation or development services provided by the Company to the Client, and includes (without limitation) development of a Client website.

Fee means the fees payable for the Company's Services pursuant to this Agreement and any Service Orders.

Force Majeure means an event or cause beyond the reasonable control of the party claiming force majeure and includes each of the following:

  • (a) Act of God, lightning, storm, flood, fire, earthquake or explosion, cyclone, tidal wave, landslide, adverse weather conditions;
  • (b) Act of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic;
  • (c) The effect of any change in applicable laws, orders, rules or regulations of any government or other competent authority; and
  • (d) Embargo, inability to obtain necessary materials, equipment or facilities, or power or water shortage.

GST has the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, trademarks, brand names, business names, domain names and other forms of intellectual property whether registered or unregistered.

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, applications for the registration of any Intellectual Property and any improvements, enhancements or modifications to any Intellectual Property registrations.

New IP means any Intellectual Property generated by the Company in the process of providing the Services.

Party means the Company and the Client.

Penalty Interest Rate means penalty interest rate as fixed from time to time by the Attorney-General under section 2 of the Penalty Interest Rate Act 1983 (Vic).

Platform means the Plattar digital 3D and AR content management platform accessible from app.plattar.com or any other URL operated by the company from time-to-time.

Privacy Act means the Privacy Act 1988 (Cth).

Privacy Policy means the Company’s privacy policy as updated from time-to-time, which can be found at plattar.com.

Product means a product that is offered by the Company pursuant to this Agreement, including 3D Viewer, 3D Configurator, Web Augmented Reality (WebAR), an Application Programming Interface (API) or any other product that may be offered by the Company from time to time.

Proprietary Technology means the Background IP owned by the Company in code or any other technology, but excludes the Intellectual Property licensed under the SaaS Terms or any terms that govern the use of an SDK made available by the Company.

Scene means an AR scene consisting of one Trigger and such other Assets and features subscribed for by the Client.

SDK means any code and/or supporting documentation constituting a software development kit, provided by the Company to integrate a Client website not primarily developed using Development Services, with the Platform in order to enable the Client website to deploy Assets or Scenes.

SDK Terms means the terms that are set out in Annexure B to this Agreement.

Service Order means document titled 'service order' which describes the Services, as agreed to by the Parties and including any schedules and appendices to the service order.

Services means any access to the Platform or Products, development or consultation services provided by the Company to a Client subject to this Agreement.

Subscription Fee means a Fee charged by the Company for use of the Platform in accordance with such features and pricing described in a Service Order or as otherwise agreed.

Tax Invoice has the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Technology Licensing Services means the licensing of any of the Company’s Background IP in:

  • (a) The Platform;
  • (b) An SDK; or
  • (c) Proprietary Technology.

Third-Party IP means any rights which are owned by a third-party that are attached to any materials or deliverables included in the Services.

Trigger means any contextual data that will trigger the deployment of an Asset and includes without limitation a QR code, Marker and other tracking such as spatial-tracking, object-tracking, facial-tracking, and geo-located data.

User means any Client or authorised user that uses the Platform (including a Client's customer).

User Content means any designs, graphics, wireframes, images, videos, audio, information, documents or other data that is uploaded into, or created using the Platform by the User, or that otherwise forms part of the User’s Intellectual Property, but excludes any background Intellectual Property that is owned by, or licensed to the Company, including without limitation in:

  • (a) The Platform;
  • (b) Content as described in clause 17.6(d); or
  • (c) As may be used in Development Services.

Viewer means a third-party end user or other intended audience of a Scene, and includes each user of website.

2. Commencement and Term

2.1 This Agreement commences on the Commencement Date. Where the Commencement Date pre-dates the Agreement Date the Parties expressly acknowledge that the terms and conditions of this Agreement, to the extent reasonably possible, commenced on the Commencement Date, and this Agreement is the formalisation of an existing undocumented agreement between the Parties.

2.2 The initial term of each Service Order is as specified in the Service Order (Initial Term) with automatic renewal for successive periods of 12 months unless either party gives written notice at least 90 days prior to the end of the Initial Term, or any renewal term (as applicable) of its intention to terminate the Service Order at the end of that term. The Initial Term and any renewal terms, combined, are referred to as the Term.

2.3 The relationship between the parties in relation to the Services shall be governed by the terms of this Agreement until terminated under the provisions of this Agreement. This Agreement will stay on foot until at least the end of the Term of any Service Order entered into between the parties pursuant to this Agreement.

3. Services

3.1 The Company shall provide any of the following services (Services) to the Client, on the terms of this Agreement and subject to the Service Order:

  • (a) Access to the Platform;
  • (b) Consulting Services;
  • (c) AR software development and support services;
  • (d) AR content creation services;
  • (e) Technology Licensing Services; and
  • (f) Such other services as may be agreed between the parties in writing from time-to-time.

4. Software Development

4.1 In the event that AR software development services involve deploying the Client’s content (User Content), the Client agrees that:

  • (a) The Company shall have no liability for that User Content in any way; and
  • (b) The Client indemnifies the Company in relation to that User Content.

4.2 The Company cannot guarantee the functionality of a Website that the Company did not solely develop.

4.3 The Company shall not be liable for any Website developed by the Client or a third party, whether that Website is developed using an SDK or not.

4.4 Any Client Website developed by the Client or a third-party using an SDK, shall be subject to the SDK Terms.

4.5 The API Terms apply to any API provided by the Company.

4.6 In the event of any inconsistency between the body of this Agreement and the API Terms or SDK Terms, the API Terms or the SDK Terms (as applicable) shall take priority.

5. Technology Licensing

5.1 The Client acknowledges and accepts that:

  • (a) All use of the Platform is subject to the SaaS Terms. Where the Company provides access to the Platform as part of the Services, the Client shall be deemed to have accepted the SaaS Terms from the time it first uses the Platform.
  • (b) All use of an SDK is subject to any SDK Terms. Where the Company provides access to an SDK as part of the Services, the Client shall be deemed to have accepted the SDK Terms from the time it makes any use of the SDK. The Client shall also be subject to the Android terms (at developer.android.com/studio/terms) and/or the equivalent Apple terms as applicable.
  • (c) All use of a Product is subject to any applicable Product Terms. Where the Company provides access to a Product as part of the Services, the Client shall be deemed to have accepted the applicable Product Terms from the time it makes any use of the Product.
  • (d) Where the Company provides the Client with the Company’s Proprietary Technology as part of the Consultancy Services or AR development and support services, and that Proprietary Technology is required to be used by the Client in a Website, Web App, products or services it offers to its customers or users; unless agreed otherwise in writing, for so long as the Client is party to an agreement with the Company, the Company agrees to grant the Client and its successors and assigns a perpetual, royalty-free, worldwide licence to use that Proprietary Technology within the products or services offered to the Client’s customers, except that:
    • (i) The Client must not sub-licence or in any way commercialise the Proprietary Technology; and
    • (ii) The Client must not reverse engineer, decompile or otherwise purport to copy the Company’s Proprietary Technology and must not allow, permit, procure or assist any other person to do so.

6. Platform

6.1 General

  • (a) To use the Platform, the User must login to the Platform and have set up their account.
  • (b) The User agrees that all use of the Platform is subject to this Agreement.
  • (c) People under 18 years of age must not use Plattar without their parent or guardian’s consent.
  • (d) The Client shall be responsible to pay the Fees for using the Platform, and for each User that it authorises to access or use the Client’s account.

6.2 Features

(a) Depending on the services subscribed for by the Client, the Platform may enable a User to:

  • (i) Create and manage their Platform account;
  • (ii) Create or upload Assets;
  • (iii) Create or upload Triggers;
  • (iv) Configure Triggers;
  • (v) Configure how Assets interact with Triggers;
  • (vi) Place hyperlinks to external URLs within the Scene;
  • (vii) Design or edit other aspects of a Scene using such tools and features as the Company may make available via the Platform;
  • (viii) Download QR codes and Markers for distribution;
  • (ix) Export Scenes; and
  • (x) Such other features as the Company may make available from time-to-time.

(b) Each Scene must be deployed via the Client’s website and cannot be deployed via the Platform for use by Viewers.

6.3 Licence

  • (a) By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable licence to access and use the Platform for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.
  • (b) The Company may issue the licence to the User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.
  • (c) The Company may revoke or suspend the User’s licence(s) for breach of the terms and conditions in this Agreement by the User.

6.4 Software-as-a-Service

(a) The User agrees and accepts that the Platform is:

  • (i) Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the User’s systems; and
  • (ii) Managed and supported exclusively by the Company from the Company servers and that no ‘back-end’ access to the Platform is available to the User unless expressly agreed in writing.

(b) As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Platform.

6.5 Support

(a) The Company provides user support for the Platform via the email address support@plattar.com.

(b) The Company shall endeavour to respond to all support requests in accordance with the terms set out in the relevant Service Order.

6.6 Use & Availability

  • (a) The User agrees that it shall only use the Platform for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.
  • (b) The User is solely responsible for the security of its username and password for access to the Platform. The User shall notify the Company as soon as it becomes aware of any unauthorised access of its Platform account.
  • (c) The User agrees that the Company shall provide access to the Platform to the best of its abilities, however:
    • (i) Access to the Platform may be prevented by issues outside of its control; and
    • (ii) It accepts no responsibility for ongoing access to the Platform.

6.7 Disclaimer of Third Party Services & Information

(a) The User acknowledges that the Platform is dependent on third-party services, including but not limited to:

  • (i) Banks, credit card providers and merchant gateway providers;
  • (ii) Telecommunications services (including internet service providers);
  • (iii) AR recognition services;
  • (iv) Hosting services;
  • (v) Email services; and
  • (vi) Analytics services.

(b) The User agrees that the Company shall not be responsible or liable in any way for:

  • (i) Interruptions to the availability of the Platform due to third-party services; or
  • (ii) Information contained on any linked third party website.

7. Websites

7.1 In order to make a Scene available to Viewers, each Client must deploy the Scene via a website.

7.2 The Client must elect to deploy the Scene via a weblink or SDK.

7.3 The Company does not offer support for deployment of Scenes via any third-party apps or services.

7.4 Where the Client deploys a Scene, the Company shall provide the Client with a licence to do so (github.com/Plattar/python-xrutils/blob/master/LICENSE), which shall be supplemented with the following Conditions:

(a) The Client acknowledges and agrees that:

  • (i) The Client is responsible for all User Content that it makes available via the link or web SDK;
  • (ii) The Client indemnifies the Company, and will hold the Company harmless against any claim by an end user in relation to User Content deployed via the link or web SDK, made available by the Client;
  • (iii) The correct functioning of the link / web SDK depends on the end user’s access to the internet, the hardware used by the end-user and the environment conditions at the time of operation.
  • (iv) The Company may remove access to any User Content via the website that the Company believes breaches copyright, is illegal, offensive, indecent or objectionable that the User makes available via the website.

(b) The User agrees that the User will not make any User Content available that:

  • (i) Is defamatory, fraudulent, unlawful, threatening, intimidating, harassing, harmful, hateful, abusive, tortious, vulgar, obscene, invasive of another's privacy, sexist, racist, homophobic, violent, degrading;
  • (ii) Infringes the intellectual or other proprietary interests of third parties;
  • (iii) Impersonates another person or entity, attempts to solicit personal information from another user (except in accordance with the Privacy Act), contains sexually explicit language or images, advertises or promotes the sale of products or services such as firearms, tobacco or alcohol, adult products and services and any other products or services the Company considers to be inappropriate;
  • (iv) Contains spam, chain letters, pyramid and other such selling and marketing schemes, computer viruses, computer code, files or programs or other harmful components that are designed to interrupt, destroy, change or limit the functionality of the Platform or any other computer software, hardware or other electronic equipment, information which in any way impinges on another user's use or enjoyment of the Platform or otherwise breaches or encourages other users to breach this Agreement;
  • (v) Violates any law, statute or regulation;
  • (vi) Forges information to disguise the origin of any User Content; or
  • (vii) Encourages or incites any other person to engage in any of the above behaviour.

8. Development Services

8.1 In addition to using the Platform, the Client may engage the Company’s Development Services.

8.2 The Company shall require the Client to sign a Service Order with a Schedule(s) that shall apply to the Development Services.

8.3 Fees for Development Services shall be additional to any Subscription Fee or Set-up Fee payable by the Client under this Agreement, unless agreed otherwise with the Company.

8.4 In the event that Development Services involve deploying User Content via a Client website by sourcing the User Content from the Client’s servers (e.g. via an API), and that User Content is not hosted or mirrored on the Company’s servers for the Platform, the Client agrees that:

  • (a) The Company shall have no liability for that User Content in any way; and
  • (b) The Client indemnifies the Company in relation to that User Content.

8.5 The Company shall not be liable for any App developed by the Client or a third party, whether that App is developed using an SDK or not.

8.6 Any App developed by the Client or a third-party using an SDK, is subject to the SDK Terms.

9. User Content

9.1 The User acknowledges and agrees that:

  • (a) The Platform may enable the User to create User Content, but that by doing so the User shall not acquire an interest in any Intellectual Property owned by the Company which may exist in the Platform, an App or Development Services.
  • (b) User Content is the sole responsibility of the person that provided the User Content to the Platform.
  • (c) The User indemnifies the Company for any User Content that is illegal, offensive, indecent or objectionable that the User makes available using the Platform.
  • (d) The Company may suspend accessibility to User Content via the Plattar App that the Company determines is illegal, offensive, indecent or objectionable in its sole discretion.
  • (e) To the extent permitted by law, under no circumstances will the Company be liable in any way for User Content.
  • (f) The User warrants that it has all necessary Intellectual Property Rights to use User Content, and shall indemnify the Company for any infringement the User commits of third-party Intellectual Property Rights by using User Content on the Platform.
  • (g) In order to provide the services afforded by the Platform, an App or any Development Services, where the User Content includes the User’s brand, logo or other intellectual property, it grants the Company a worldwide, revocable license to use the User Content, for the term of this Agreement.
  • (h) The Company may delete User Content on termination of this Agreement.

10. Fees, Payments & Refunds

10.1 Fees

  • (a) The primary Fee to use the Platform shall be the Subscription Fee, which is payable monthly or annually in advance.
  • (b) Each Fee applies in accordance with such features and/or services subscribed for by the Client in accordance with the pricing described on the Site.
  • (c) The Client agrees to make payment monthly in advance for all Fees due via the online payment gateway within the Platform, or in such other manner as the Company may direct from time-to-time. The Client agrees that it has no right to access the Platform if it fails to make payments when due.
  • (d) The Company reserves the right to introduce or change any Fees from time-to-time by giving the User no less than 90 days’ written notice. Any new or changed Fees will apply at the next billing period after the Client has been given such notice.
  • (e) If a User does not accept a change to any Fees, then it can simply terminate its Account.

10.2 Currency. All Fees are quoted in Australian dollars, however transactions may be processed in an equivalent foreign currency (such as US dollars or British pounds).

10.3 GST. For Clients in Australia, GST is applicable to any Fees charged by the Company to the User. Unless expressed otherwise, all Fees shall be deemed exclusive of GST. The Company will provide the Client with a Tax Invoice for any payments.

10.4 Refunds. No refunds of Fees are offered other than as required by law.

10.5 Late Payment.

  • (a) If the Client does not pay the full Fees as required, the Company may suspend all User access to the Platform for that Account.
  • (b) If Fees are not brought out of arrears within 28 days of becoming overdue, the Company may terminate the Client’s Account in the Platform without notice and end this Agreement.
  • (c) The User agrees that the Company shall not be responsible or liable in any way for:
    • (i) Interruptions to the availability of the Platform or User Content in the event of (a);
    • (ii) Loss of User Content in the event of (b).

10.6 If the Client fails to pay an amount due under this Agreement by a due date, the Company may charge interest on the overdue amount at no more than the Penalty Interest Rate compounding daily.

10.7 The Client may dispute the disputed item within 14 days of the date of the Tax Invoice.

10.8 The Client must pay the amount of the Tax Invoice not in dispute within the stated timeframe.

10.9 Failure by the Client to notify the Company of a disputed Tax Invoice within 14 days shall be deemed acceptance by the Client of the entire Tax Invoice.

11. Relationship

11.1 The Company warrants that it is an independent service provider to the Client.

11.2 The Company will not:

  • (a) Hold itself out as an agent of the Client; or
  • (b) Incur obligations or liabilities on behalf of the Client unless the Client provides written permission.

12. Plattar’s Key Obligations

12.1 The Company will:

  • (a) Ensure that the Services are complete and provided in a timely manner and/or in accordance with any timeframes agreed by the parties;
  • (b) Ensure that the Services are provided:
    • (i) exercising all due care and skill;
    • (ii) in accordance with all applicable laws;
    • (iii) using only qualified and experienced personnel; and
    • (iv) in accordance with the standards outlined in this Agreement;
  • (c) Establish and maintain clear channels of communication at all times with the Client, and promptly answer any questions asked by the Client;
  • (d) Comply with all the relevant laws and industry standards in respect of providing the Services; and
  • (e) Act in accordance with the Client’s reasonable directions while providing the Services.

13. Client’s Key Obligations

13.1 The Client will:

  • (a) Ensure that the Company has access to all the:
    • (i) Resources, personnel and electronic systems required to provide the Services; and
    • (ii) All facilities, materials and information reasonably requested and required by the Company in order to provide the Services;
  • (b) Establish and maintain clear channels of communication at all times with the Company;
  • (c) Promptly provide the Company with directions, instructions or information which are requested by the Company and which are reasonably required to assist the Company in the performance of its obligations under this document; and
  • (d) Promptly provide the Company with a copy of all applicable policies, procedures, rules, regulations, standards of conduct and requirements relevant to the provision of the Services.

14. Change Requests

14.1 No Change Request from the Client is valid until accepted in writing by the Company.

14.2 Unless agreed otherwise in writing, the Company’s usual rates (as specified in the Service Order or otherwise provided to the Client) shall apply in respect of any Change Request undertaken by the Company.

15. Acceptance Testing

15.1 If specified in a Service Order, the Client may assess the Services to determine if they were properly provided by the Company and/or to determine if they contain any defects.

15.2 The Client may notify any defects or problems with the Services by providing the Company with written notice giving the Company a reasonable amount of time to rectify the alleged issue (which shall not be less than 10 business days unless a longer time is reasonably required). The Company shall rectify any bona fide defects specified in the written notice in a prompt and professional manner.

15.3 If Created Content is produced, the Client is required to review, provide feedback and approve the Services according to the process and timeframes agreed at the commencement of the Services.

15.4 If at the commencement or agreed date the Client is required to provide the Company with reference materials for Created Content such as images or 3D models then these are the only references that can be used when providing feedback. If any feedback is not captured in the references and additional references are required and provided by the client following the commencement or agreed date then the acceptance of the feedback will be at the discretion of the Company or deemed out of scope.

15.5 The Client agrees to the following 3D Content review process:

  • (a) there are a maximum of two iteration rounds to the initial delivered files. If animation is within the agreed scope then one additional iteration round is included.
  • (b) the first delivery requires the 3D mesh to be reviewed, any incorrect or missing features that require 3D mesh geometry must be captured in this first feedback round. Any feedback after the first round that requires mesh geometry changes will be considered out of scope.
  • (c) if animation is included, then following approval of the mesh the animation will be provided for feedback. The review of the animation will reference the agreed scope at the commencement of the services. Any feedback in the subsequent iteration that requires changes to the animation will be considered out of scope.
  • (d) following approval of the mesh geometry and animation the final iteration must capture feedback of the materials and textures. The Client acknowledges the limitations of the web GL renderer and the GLTF format with respect to the accurate visualisation of materials.
  • (e) the Client acknowledges that there may be a difference between the approved 3D file in the source GLTF format and the USDZ file generated by Plattar.

15.6 The Client agrees that load time and frames per second achieved will be benchmarked to the specifications agreed per touchpoint at the commencement of the Services in terms of:

  • (a) maximum polygons within a Scene;
  • (b) maximum of draw calls within a Scene;
  • (c) maximum total size in bytes of texture files within a Scene.

16. Intellectual Property

16.1 Background IP of the Company.

  • (a) The Client acknowledges that the Company retains ownership of all of the Company's Background IP.
  • (b) In accordance with clause 5, all use of the Background IP by the Client contained in the Platform, an SDK or Proprietary Technology, shall be subject to the licence granted in clause 5.1(d).
  • (c) Notwithstanding clause 12.1(b), the Company grants the Client a non–exclusive, perpetual, non–transferable, royalty free and worldwide licence to use all other Background IP to the extent that it is contained within the Services, for the purposes of the Client’s day to day business subject to the terms of this Agreement and any other terms that may apply.

16.2 Client IP

  • (a) The Company acknowledges that the Client retains ownership of all of Client IP.
  • (b) The Client grants the Company a non–exclusive, perpetual, non–transferable, royalty free and worldwide licence to use the Client IP to the extent that it is used for the purposes of providing the Services.

16.3 Third-Party IP. The Company shall grant to the Client such rights as the owner of the Third-Party IP permits the Company to grant the Client but only to the extent necessary for the Services to be used by the Client in accordance with this Agreement and any other terms that may apply to the Services.

16.4 New IP

  • (a) All New IP that is generated shall belong to the Company even if the New IP was generated at the request of the Client or for the Client’s use.
  • (b) Subject to payment in full of all fees under this Agreement, the Company grants the Client a non–exclusive, perpetual, non–transferable, royalty free and worldwide licence to use, for the purposes of its day to day business, the New IP to the extent that it is contained within the Services, but subject to the terms of this Agreement and any other terms that may apply to the Services.
  • (c) In addition to this Agreement, the parties may enter into a formal written agreement to govern the assignment of Intellectual Property Rights, the terms of which shall prevail if there is any inconsistency with the terms of this Agreement.

16.5 Created Content

  • (a) All Intellectual Property in Created Content shall belong to the Client.
  • (b) The Client grants the Company a non–exclusive, perpetual, royalty free and worldwide licence to use the Intellectual Property in Created Content for the purposes of its day to day business (including for use in other projects and for marketing).

16.6 Trademarks

  • (a) Trademarks. The Company has moral and registered rights in its trademarks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.
  • (b) Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of the Platform.
  • (c) The Platform. The User agrees and accepts that the Platform is the Intellectual Property of the Company and the User further warrants that by using the Platform the User will not:
    • (i) Copy the Platform or the services that it provides for the User’s own commercial purposes; and
    • (ii) Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Platform or any documentation associated with it.
  • (d) Content. All content (excluding User Content) submitted to the Company, whether via the Platform or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to the Platform.

17. Marketing

17.1 The Client agrees that there will be a roll over Plattar logo “Powered by Plattar” on Product Description Pages in accordance with the reasonable instructions of the Company.

17.2 The Client agrees to do the following:

  • (a) Publish a LinkedIn post from their company account announcing that they have selected Plattar.
  • (b) Participate in a case study by the Company.
  • (c) Highlight 3D/AR in a newsletter and/or social post to their customers and mention Plattar in a favourable manner.

17.3 For each of the items in clause 17.2, the Company will provide copy but the Client has editorial sign off.

18. Confidentiality

18.1 Each party will keep all Confidential Information of the other Party in confidence during the term of this Agreement and on an ongoing basis after the term of this Agreement.

18.2 The Parties must not:

  • (a) Use any of the other Party’s Confidential Information except to the extent necessary to exercise its rights and perform its obligations under this Agreement; or
  • (b) Disclose any of the Confidential Information except in accordance with clauses 18.3 or 18.4.

18.3 A Party may disclose the other Party’s Confidential Information to its Personnel if:

  • (a) The disclosure is required to enable the first-mentioned Party to perform its obligations or to exercise its rights under this document; and
  • (b) Prior to disclosure, the first-mentioned Party informs the person of the obligations in relation to the Confidential Information under this document.

18.4 Subject to clause 18.5, a Party may disclose the other party’s Confidential Information that the first-mentioned party is required to disclose:

  • (a) By law or by order of any court or tribunal of competent jurisdiction; or
  • (b) By any Government Agency, stock exchange or other regulatory body.

18.5 If a Party is required to make a disclosure under clause 18.4, the Party must:

  • (a) To the extent possible, notify the other Party immediately it anticipates that it may be required to disclose any of the Confidential Information; and
  • (b) Only disclose Confidential Information to the extent necessary to comply.

18.6 The Client and the Company must each assist the other to comply with its obligations under the Privacy Act 1988 (Cth) in relation to Confidential Information.

19. Use of Systems

19.1 The Client may require the Company to use particular systems from time-to-time.

19.2 By agreeing to a Project, the Client agrees that it grants the Company access to such systems, and authorised access to hardware as reasonably necessary to troubleshoot, fix problems and do any other things as may be reasonably required to undertake the Project.

20. Policies and Guidelines

20.1 The Client will keep the Company aware of any policies or guidelines (and any amendments to such policies or guidelines) it has with respect to its business that the Company must follow.

20.2 The Client may request that the Company perform a security audit or accreditation provided that the Client must cover all of the Company's reasonable costs of doing so and provided that the Company may refuse to do so at its discretion.

21. Force Majeure

21.1 If a party is prevented in whole or in part from carrying out its obligations under this Agreement as a result of Force Majeure, it will promptly notify the other party accordingly. The notice must:

  • (a) Specify the obligations and the extent to which it cannot perform those obligations;
  • (b) Fully describe the event of Force Majeure;
  • (c) Estimate the time during which the Force Majeure will continue; and
  • (d) Specify the measures proposed to be adopted to remedy or abate the Force Majeure.

21.2 Following a notice of Force Majeure in accordance with clause 21.1 and while the Force Majeure continues, the obligations which cannot be performed because of the Force Majeure will be suspended, other than obligations to pay money that is due and payable.

21.3 The party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure must remedy the Force Majeure to the extent reasonably practicable and resume performance of its obligations as soon as reasonably possible.

21.4 The party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure must take all action reasonably practicable to mitigate any loss suffered by the other party as a result of the party’s failure to carry out its obligations under this Agreement.

21.5 The term of this Agreement will not be extended by the period of Force Majeure unless the Parties agree otherwise.

22. Dispute Resolution

22.1 If any dispute arises between the Client and the Company in connection with this Agreement (Dispute), then either Party may notify the other of the Dispute with a notice (Dispute Notice) which:

  • (a) Includes or is accompanied by full and detailed particulars of the Dispute; and
  • (b) Is delivered within 10 Business Days of the Party becoming aware that the circumstances giving rise to the Dispute have occurred.

22.2 Within 10 Business Days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) of the Client and the Company must meet and seek to resolve the Dispute in good faith.

22.3 If a Dispute cannot be resolved pursuant to clause 22.2, the Dispute shall be submitted to arbitration in accordance with, and subject to, Resolution Institute Arbitration Rules. Unless the parties agree upon an arbitrator, either party may request a nomination from the Chair of Resolution Institute.

22.4 Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

22.5 Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

23. Liability & Indemnity

23.1 In no circumstances will the Company be liable for any indirect, incidental, consequential or indirect damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the Client’s access to, or use of, or inability to use the Services, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, to business interruption of any type, whether in tort, contract or otherwise.

23.2 Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and its related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, liability of the Company for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:

  • (a) The re-supply of services or payment of the cost of re-supply of services; or
  • (b) The replacement or repair of goods or payment of the cost of replacement or repair.

23.3 The Client acknowledges that the Services may rely on third party suppliers or may incorporate components that are supplied by third parties. If there is an interruption or reduction in the quality of the Services that is caused by such third party suppliers or components, the Company will use reasonable efforts to remedy the interruption or reduction in quality or to provide an alternative. However, the Company shall not be liable in respect of any such interruption or reduction in the quality of the Services.

23.4 The User agrees that it uses the Platform at its own risk.

23.5 The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.

23.6 The Company shall not be liable in relation to the use of any third party libraries for webAR.

23.7 The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with the Platform, including any breach by the User of these Terms. The amount of the indemnity shall be capped at the greater of the annual fee for the previous 12 months and any amount that is recoverable under an insurance policy.

24. Termination

24.1 This Agreement shall end when the terms applicable to all Service Orders between the parties (including any renewals of such terms if applicable) have ended, or at any time agreed by the parties in writing.

24.2 Where a party is in breach of this Agreement, the other party may provide the breaching party a notice to remedy the breach within a reasonable time, which shall not be less than 10 business days. Should the breach remain unremedied then the other party may terminate this contract by written notice.

24.3 Should the Client terminate this Agreement without cause, it shall remain liable to pay any fees that it had agreed to pay the Company for all active and/or delivered Projects.

24.4 A Service Order may set out a minimum quantity of fees that are payable to cover the set up costs and the up-front investment by the Company (Minimum Fees). If this Agreement is terminated, the Client is liable to pay the greater of the Minimum Fees and the fees that are payable under clause 10. If the Client claims that a portion of this amount should not be payable due to the Company’s breach of this Agreement, and if the parties cannot agree on this matter, the parties shall resolve the dispute in accordance with clause 22.

25. Assignment

25.1 The Client may not assign or otherwise create an interest in this Agreement without first notifying the Company of its intention to do so.

25.2 The Company may assign or otherwise create an interest in its rights under this Agreement in the event of sale, merger or other consolidation of its business by giving written notice to the Client.

26. Electronic Communication & Notices

26.1 The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.

26.2 The parties acknowledge and agree that this Agreement is binding upon each party if executed digitally and conveyed by electronic communication.

26.3 A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.

26.4 Notices to the Company must be sent to:

Plattar Pty Ltd
Suite 2, Level 5, 6 O’Connell Street
Sydney, NSW 2000

info@plattar.com

or such other address or email address as may be notified to the Client from time to time.

Notices to the Client must be sent to the address or email address that the Client uses or which the Client has notified to the Company from time to time.

27. Privacy

27.1 The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Act for data that it collects about the User and other customers.

27.2 The Privacy Policy does not apply to how the Client handles personal information. If necessary under the Privacy Act, it is the Client’s responsibility to meet the obligations of the Privacy Act by implementing a privacy policy in accordance with law.

27.3 The Platform may use cookies (a small electronic file) to improve a User’s experience while browsing, while also sending browsing information back to the Company. The User may manage how it handles cookies in its own browser settings.

28. Data

28.1 Security. The Company takes the security of the Platform and the privacy of its Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.

28.2 Transmission. The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.

28.3 Storage. Data that is stored by the Company shall be stored according to accepted industry standards.

28.4 Backup. The Company shall perform backups of its entire systems in such manner, at such times and intervals as is reasonable for its business purposes. The Company does not warrant that it is able to backup or recover specific User Content from any period of time unless so stated in writing by the Company.

29. General

29.1 Precedence. To the extent that a Service Order is inconsistent with this Agreement, the terms of the Service Order will prevail. To the extent that a Change Request is inconsistent with a Service Order, the provisions of the Change Request will prevail.

29.2 Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

29.3 Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.

29.4 Modification of Terms. The terms of this Agreement may be updated by the Company from time-to-time. Where the Company modifies the terms, it will provide the Client with written notice, and the Client will be required to accept the modified terms in order to continue using the Platform. If the Client or Users continues to use the Platform after being notified that the terms have been amended, the Client will be deemed to have agreed to the amended terms.

29.5 Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

29.6 Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.

29.7 Governing Law. This Agreement is governed by the laws of the state of Victoria. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

29.8 Liability for Expenses. Each party must pay its own expenses incurred in negotiating, executing and stamping this Agreement.

29.9 Inconsistency. If this Agreement is inconsistent with any other document or agreement between the parties, this document prevails to the extent of the inconsistency.

29.10 Counterparts. This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.

29.11 Time. Time is of the essence in this Agreement.

29.12 Severability. Any clause of this Agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.

29.13 Interpretation. Headings are only for convenience and do not affect interpretation. The following rules apply unless the context requires otherwise:

  • (a) The singular includes the plural and the opposite also applies.
  • (b) If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
  • (c) A reference to a clause refers to clauses in this Agreement.
  • (d) A reference to legislation is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it.
  • (e) Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.
  • (f) A reference to a party to this Agreement or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).
  • (g) A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
  • (h) A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.
  • (i) A reference to dollars or $ is to an amount in Australian currency.

Annexure A – API Terms

1. Introduction: These API Terms govern your use of the API provided by the Company. By using the API, you agree to be bound by these API Terms and the terms of this Master Services Agreement. If you do not agree to these API Terms, you may not use the API.

2. Use of the API: The API is intended for use by developers and organisations to access and use the data, content, and services provided by the Company. You may use the API only in accordance with these API Terms and all applicable laws and regulations.

3. Restrictions on Use: You may not sell, transfer, or sublicense the API or access to the API to any third party. You may not use the API for any illegal or unauthorized purpose, or in any way that could damage, disable, overburden, or impair the API or interfere with any other party's use of the API.

4. Authentication: You must use the API with a valid API key, which you can obtain by registering for an account with the Company. You are responsible for keeping your API key secure and for any activities that occur using your API key.

5. Data Usage: You are solely responsible for all data, content, and other information that you transmit or receive through the API. You will not use the API in any way that could harm or damage the reputation of the Company.

6. Termination: These API Terms will remain in effect until terminated by either party. If you violate any of these API Terms, your permission to use the API will automatically terminate.

7. Disclaimer of Warranties: The API is provided “as is” without warranty of any kind, either express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

8. Limitation of Liability: In no event shall the Company be liable for any damages whatsoever, including but not limited to any direct, indirect, special, incidental, or consequential damages, arising out of or in connection with the use or inability to use the API.

9. Amendments to the API Terms: The Company reserves the right to change these API Terms at any time, effective immediately upon posting on the Company's website or by other means of notice to you.

10. Entire Agreement: These API Terms together with this Master Services Agreement constitute the entire agreement between you and the Company regarding your use of the API and supersede all prior agreements and understandings, whether written or oral, regarding such use.

Annexure B – SDK Terms

1. Introduction: These SDK Terms apply to your use of the SDK provided by the Company. By using the SDK, you agree to be bound by these SDK Terms and the terms of this Master Services Agreement. If you do not agree to be bound by these SDK Terms you may not use the SDK.

2. License: The Company grants you a limited, non-exclusive, non-transferable, and revocable license to use the SDK solely for the purpose of developing and testing applications for use with the Company's products and services.

3. Restrictions: You may not:

  • (i) redistribute, sublicense, or sell the SDK or any part thereof;
  • (ii) use the SDK for any illegal or unauthorized purpose; or
  • (iii) modify, translate, or create derivative works based on the SDK.

4. Ownership: The SDK and all intellectual property rights in the SDK are and will remain the property of the Company. Nothing in these SDK Terms shall be deemed to transfer any intellectual property rights from the Company to you.

5. Disclaimer of Warranty: The SDK is provided “as is” and the Company makes no warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant that the SDK will meet your requirements or that the operation of the SDK will be uninterrupted or error-free.

6. Limitation of Liability: In no event shall the Company be liable for any damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use or inability to use the SDK, even if the Company has been advised of the possibility of such damages.

7. Amendments to the SDK Terms: The Company reserves the right to change these SDK Terms at any time, effective immediately upon posting on the Company's website or by other means of notice to you.

8. Entire Agreement: These SDK Terms together with this Master Services Agreement constitute the entire agreement between you and the Company regarding your use of the SDK and supersede all prior agreements and understandings, whether written or oral, regarding such use.