SmartMap Terms

These terms of use, as may be amended from time to time by PAM in its absolute discretion, apply to Your use of the PAM Platform and all features, content and additional products and services which may be provided to You in conjunction with products and services offered to You by Pam Wayfinding Pty Ltd (PAM Wayfinding) of Level 11, 10 Carrington Street SYDNEY NSW 2000, and Pam Wayfinding Inc. (PAM Wayfinding) of 1925 Century Park E #1700, Los Angeles, CA 90067, United States (PAM).

By accessing, browsing, and using the PAM Platform or any content generated by the PAM Platform (whether through the PAM Website, physical kiosks, any of our applications, or by registering for an account), You acknowledge that You have read and understood these terms of use and our privacy policy located on the PAM Website and You accept that they constitute an agreement between yourself and PAM which is legally binding upon You (Agreement). If You do not agree to the terms of this Agreement, do not access, browse or use the PAM Platform or register for an account.

You warrant that You have the authority to accept this Agreement and to act on behalf of any person on whose behalf You access, browse or use of the PAM Platform or register for an account.

Capitalized terms used herein and not otherwise defined shall have the meaning as set forth in clause 12 (Definitions).

1 LICENSEES AND USERS

(a) Subject to the terms of any applicable license or authorization, the PAM Platform permits the primary licensee (“Licensee”) to invite Authorized Users onto the PAM Platform. If there is a separate license agreement in place, the holder of that separate license will be the Licensee. If no separate license agreement is in place, You will be the Licensee.

(b) If You have been invited to use the PAM Platform as an Authorized User under a separate license with PAM, you acknowledge that Your right to use the PAM Platform is also subject to the terms and conditions of that separate license. In the event of any inconsistency between the terms of this Agreement and the terms of the separate license agreement, the terms of the separate license agreement will prevail.

2 PAM PLATFORM

2.1 License to PAM Platform

(a) PAM grants to You a personal, non-exclusive, non-transferable, non-assignable, non-sublicensable, license to browse, access and use the PAM Platform during the Term as set forth in this Agreement.

(b) If you are a Licensee, PAM also grants to you the right to invite Authorized Users onto the PAM Platform.

(c) Your compliance with the terms of this Agreement, and the compliance of Your Authorized Users, is a condition of Your licence under this Agreement. By inviting an Authorized User, You acknowledge that You are responsible for all activity of that Authorized User.

2.2 Changes to the PAM Platform

PAM reserves the right to change or modify the PAM Platform at any time.

3 ACCOUNT CREATION

(a) If you are a Licensee, You must select a unique identification name and password for access to and use of the PAM Platform (Client ID) and ensure that any Authorized Users create a unique user account which can only be accessed through their unique username and password (User ID).

(b) You must maintain the safety and security of Your Client ID or User ID as applicable.

(c) You must notify PAM immediately if You become aware that a Client ID or a User ID is lost, stolen or compromised. You acknowledge that You are fully responsible for all acts committed and liabilities incurred through the use of Your Client ID or a User ID (whether lawful or unlawful, and whether by You or a third party) and that any transactions completed under Your Client ID or a User ID will be deemed to have been completed by You.

(d) You are responsible for the maintenance and installation of any required software directly or indirectly required to run the PAM Platform and ensuring that Your computer systems meet or exceed the minimum system requirements published on the PAM Website.

4 PROHIBITED CONDUCT

(a) You acknowledge and agree as follows:

(i) You may only use the PAM Platform for Your own internal business purposes; and

(ii)  the PAM Platform is provided only for Your benefit, and not for the benefit of any other third party other than Your Authorised Users as applicable.

(b) When accessing, browsing or using the PAM Platform, You may not:

(i) sublicense, transfer, sell, rent or otherwise provide access to the PAM Platform, or any related documentation, to any third party;

(ii)  interfere in any manner with the PAM Platform, or any services associated therewith, including by uploading any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file or program that is potentially harmful or invasive, or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment;

(iii)  reproduce, disclose, decompile, disassemble, reverse engineer or modify the PAM Platform, or any aspect of any of the foregoing, or be involved in development or commercialization of any product or service which competes with the PAM Platform (or any aspect thereof);

(iv)  copy, export, extract or scrape any content provided through the PAM Platform for use other than in connection with Your browsing, access or use of the PAM Platform;

(v)  access or attempt to access any data or content on the PAM Platform which is not owned by You or Your Authorized Users (as applicable), or provided on Your behalf;

(vi) remove, alter or obscure any proprietary notice (including any notice of copyright or trade mark) of PAM or its affiliates, partners, suppliers or the licensors;

(vii) submit or transmit through the PAM Platform any material, or otherwise engage in any conduct that:

(A)  is contrary to law (including Applicable Privacy and Data Protection Laws), defamatory or libellous or is contrary to moral standards; or

(B)  victimises or degrades, or is threatening or harassing to any individual or group of individuals;

(viii) infringe a third party’s patent, copyright, trademark, trade secret, moral rights or other Intellectual Property Rights; or

(ix) permit, encourage or take any action to facilitate any person to do any of the foregoing.

5 AVAILABILITY

PAM may temporarily limit or suspend the availability of the PAM Platform to You without prior notice if in PAM’s reasonable opinion:

(a) You breach this Agreement; or

(b)  limitation or suspension is necessary for reasons of public safety, security or maintenance of the PAM Platform, interoperability, data protection or to perform other work that PAM deems necessary for operational or technical reasons.

6  TERM; TERMINATION

6.1 Term

This Agreement shall commence on the date You are issued with Your Client ID or User ID (as applicable) and continue until Your Client ID or User ID is deactivated by PAM.

6.2  Termination

PAM may terminate this Agreement:

(a) immediately without notice to You if You breach this Agreement;

(b)  immediately without notice to You if You are an Authorised User and the Licensee’s licence to use the PAM Platform is terminated or expires; or

(c)  at any time for convenience within five (5) days after receiving written notice thereof from PAM.

6.3  Effects of Termination

(a)  Upon termination of this Agreement for any reason:

(i)  all rights, including rights of access to the PAM Platform, granted in this Agreement will immediately cease, and PAM will cease making the PAM Platform available to You;

(ii)  You must promptly discontinue all use of the PAM Platform and Your Client ID or User ID (as applicable);

(iii)  PAM will, as reasonably requested in writing by You, deliver to You (or to the Licensee where you are an Authorized User) all Data and Content. PAM reserves the right, in its sole discretion, to delete Data and Content on the PAM Platform within thirty (30) days after this Agreement is terminated. It is Your sole responsibility to retain records of Data and Content used or created in conjunction with the PAM Platform.

(b)  Sections 4 (Prohibited Conduct), 7 (Data and Content), 8 (Proprietary Rights), 9 (Indemnification; Disclaimer; Limitation of Liability), 10 (Confidentiality) and 11 (General Provisions) will survive expiration or termination of this Agreement for any reason.

7 DATA AND CONTENT

7.1  Ownership

(a)  As between You and PAM, You own all right, title and interest in the Data and Content. You hereby grant to PAM a limited, non-exclusive, non-transferable, royalty-free, worldwide license during the term of this Agreement to use the Data and Content in any way solely on or in conjunction with the performance of its obligations under this Agreement and the provision of the PAM Platform to You and Your Authorized Users accessing the PAM Platform in accordance with this Agreement.

(b)  You are solely responsible for all Data and Content complying with all applicable laws and regulations (including Applicable Privacy and Data Protection Laws), and for obtaining all necessary consents and licenses from third parties to the collection, processing, use and storage of Data and Content including any processing or use by PAM in connection with the PAM Platform. You further acknowledge and agree that PAM is not liable for any loss or damage arising from Your failure to comply with this clause.

7.2  Right of Removal

PAM and its designees shall have the right (but not the obligation) in their sole discretion to reject, remove or delete any Data or Content that violates any of the terms of this Agreement or any applicable law or regulation, or is, in the sole discretion of PAM, inappropriate, unlawful or not conforming with PAM's standards or policies. PAM will notify You as soon as practicable following any such rejection, removal or deletion.

7.3  Usage Data

PAM shall have the right to use for marketing, research and other lawful purposes anonymized, aggregated usage data derived from the use of the PAM Platform by You which shall not include any Personally Identifiable Information.

8 PROPRIETARY RIGHTS

(a)  As between You and PAM, You agree that all right, title and interest in and to the PAM Platform (including all Intellectual Property Rights therein) are owned exclusively by PAM. Other than as expressly set forth in this Agreement, PAM does not grant to You any other rights or licences of any kind and all implied rights and licenses are hereby expressly excluded.

(b)  PAM shall have and You hereby grant to PAM a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use, share, commercialize, exploit and incorporate into the PAM Platform any suggestions, enhancement requests, recommendations or other feedback provided to PAM by You which relate to the PAM Platform.

9 INDEMNIFICATION; DISCLAIMER; LIMITATION OF LIABILITY

9.1  Indemnification

You shall defend, indemnify and hold harmless PAM, its affiliates, and the directors, officers, employees and agents of PAM and its affiliates, from and against any and all loss, damages, costs and liability (including attorney’s fees) of any kind arising from Your breach of this Agreement, the use or misuse of Your Client ID or User ID (as applicable), Your use or misuse of the PAM Platform, or any bona fide claim in writing that the Data and Content (or any use thereof) infringes the Intellectual Property Rights or other rights of a third party or has otherwise caused harm to a third party.

9.2  Disclaimer

(a) PAM does not represent that Your use of the PAM Platform will be secure, timely, available, uninterrupted, bug-free or error-free or that the PAM Platform will meet Your requirements or that all errors in the PAM Platform or related documentation provided (if any) will be corrected or that the PAM Platform will be free of viruses or other harmful components. The PAM Platform is provided “as is” and to the maximum extent permitted by law PAM hereby disclaims all other warranties, express or implied. You assume all responsibility for determining whether the PAM Platform or the information generated thereby is accurate or sufficient for Your purposes.

9.3 Limitation of Liability

(a)  To the maximum extent permitted by law, in no event shall PAM or its affiliates be liable to You for any incidental, consequential, punitive, special or indirect damages of any type or kind arising out of or in connection with this Agreement including loss of revenue or profit, loss of goodwill, loss of customers, loss of data, loss of anticipated savings or damage to reputation, however caused, whether from breach of Agreement, negligence, tort or any other legal cause of action and whether or not the party has been advised of the possibility of such damages.

(b)  Terms, conditions, warranties and guarantees implied by law which cannot be excluded may apply to this Agreement to the extent required by those laws (“Non-Excludable Guarantee”). Nothing in this Agreement restricts, excludes or modifies, or purports to restrict, exclude or modify, any Non-Excludable Guarantee. Where PAM is permitted to limit Your remedy against it for breach of a Non-Excludable Guarantee, PAM’s liability to You for breach of that Non- Excludable Guarantee is limited, at PAM’s election, to:

(i)  in the case of goods: replacement of the goods or the supply of equivalent goods, repair of the goods, payment of the cost of replacing the goods or acquiring equivalent goods, or payment of the cost of having the goods repaired; and

(ii)  in the case of services: either resupplying the services or payment of the cost of having the services supplied again.

(c)  PAM’s total aggregate liability to You in any other circumstances is limited to the total amount of fees actually paid to PAM in the twelve (12) months immediately preceding the date on which the claim giving rise to that liability arose.

10  CONFIDENTIALITY

You agree to maintain in confidence all Confidential Information of PAM and not to use or disclose PAM’s Confidential Information without PAM’s express written consent. You will protect any Confidential Information You receive with the same standard of care that You use to protect Your own confidential information, but in no event less than a reasonable degree of care. “Confidential Information” means all information marked as confidential or which would reasonably be regarded as being of a confidential nature, in any form or medium that is not publicly available, and You acknowledge and agree that this includes business and technical information incorporated into the PAM Platform, associated documentation, or any software or other technology contained therein.

11  GENERAL PROVISIONS

(a)  Assignment

You may not assign this Agreement (by operation of law or otherwise) without PAM's prior written consent (which consent PAM may grant or withhold in its sole discretion).

(b)  Exclusivity
The rights granted to You to use the PAM Platform are personal and non- exclusive, and nothing shall prevent PAM from providing the PAM Platform or any other product, software, goods or services to any third party.

(c)  Modifications
Except as otherwise set forth in this Agreement, PAM may modify the terms of this Agreement by notice in writing to You, and shall simultaneously post the modified terms on the PAM Website. You will be deemed to have accepted the modified terms of this Agreement unless You give PAM written notice of non- acceptance within thirty (30) days of such notice from PAM and cease using the PAM Platform.

(d)  Severability
In the event that any provision of this Agreement conflicts with governing law or if any provision is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction,

(i)  such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and

(ii)  the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect.

(e)  Notices

(i) A notice, demand, consent, approval or communication under this Agreement (Notice) must be (i) in writing, in English and signed by a person duly authorized by the sender; and (ii) hand delivered or sent by prepaid post or email to the recipient's address for Notices as set forth below, or as varied by any Notice given by the recipient to the sender.

(ii) The Recipient’s address for notices is:

(A)  If you are accessing the PAM Platform from inside Australia:

PAM Wayfinding Pty Ltd

Level 11, 10 Carrington Street

SYDNEY NSW 2000; or

(B)  If you are accessing the PAM Platform from outside of Australia:

PAM Wayfinding, Inc.

1925 Century Park E #1700

Los Angeles, CA 90067, United States

(f) Governing Law
This Agreement, and any disputes arising out of or in connection with this Agreement, shall be governed by and construed in accordance with the laws of the State of New South Wales, Australia without regard to any conflict of laws rules. The parties unconditionally submit to the non-exclusive jurisdiction of the courts located in the New South Wales, Australia to adjudicate any disputes arising out of or in connection with this Agreement. The United Nations Convention on Contracts for International Sale of Goods does not apply to this Agreement.

12 DEFINITIONS

12.1 Definitions

In this Agreement:

Applicable Privacy and Data Protection Laws means the following:

(a)  the privacy, security, and data protection laws, rules, and regulations of any jurisdiction which apply to the collection, storage, use or disclosure of the Personally Identifiable Information under this Agreement, and all then-current industry standards, guidelines, and practices with respect to privacy, security, and data protection; and

(b)  the applicable privacy policies of either party as well as policies and guidelines applicable to any of the foregoing provided by one party to the other in written form from time to time.

Authorized User means persons (including employees, consultants and contractors of the Licensee and its Affiliates, and employees, consultants and contractors of any outsourced service vendors engaged by Licensee to act on its behalf with respect to the PAM Platform under the control of Licensee pursuant to a written Agreement) who are required to access the PAM Platform in accordance written roles and responsibilities issued by the Licensee.

Data and Content means any data or content created by You or on Your behalf in connection with the use of the PAM Platform, but does not include anonymized, aggregated usage data derived from Your use of the PAM Platform.

Intellectual Property Rights means all intellectual property rights, including:

(a)  patents, copyrights, trade secrets or rights to have information kept confidential, rights in circuit layouts, database rights, design rights, trademarks, service marks (in each case, whether registered or unregistered, registrable or unregistrable throughout the world), and domain names; and

(b)  any application or right to apply for registration of any of the rights referred to in paragraph (i).

PAM 360 means the signage designs, fonts, formats and related signage design software and technology made available as part of the PAM Platform.

PAM OS means an operating system that allows users to manage their assets and costs centres, generate reports and sign off on work developed, made available as part of the PAM Platform.

PAM Platform means the current version of the PAM proprietary physical asset management technology solution and includes without limitation PAM OS, PAM Studio, PAM 360 and all proprietary APIs, software, innovations, methodologies and technology which is embodied in, or used by PAM to provide the foregoing.

PAM Studio means the cloud-based design suite that allows users to audit, design and document experiences made available as part of the PAM Platform.

PAM Website means the website at https://pam.co/.

Personally Identifiable Information means any information relating to an identified or identifiable person. An identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that person.

User ID has the meaning given to it in clause

12.2 Interpretation

In this Agreement, except where the context otherwise requires: headings are inserted for convenience only and do not affect the interpretation or construction of this Agreement; the singular includes the plural and vice versa; a reference to a clause or schedule is to a clause of, or schedule to, this Agreement, and a reference to this Agreement includes any schedule; another grammatical form of a defined word or expression has a corresponding meaning; a reference to a party is to a party to this Agreement; a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity; a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them; the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions; and a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this Agreement or any part of it.