Master Subscription Agreement

Last Update: October 2025

Download the PDF

MAPTASKR MASTER SUBSCRIPTION AGREEMENT

maptaskr_registeredbusinessname

October 25

 

This Maptaskr Master Subscription Agreement (“Agreement”) is between Maptaskr Australia Pty Ltd (ACN 630 010 034) and the customer that has purchased a licence of the Maptaskr Products (“Customer”).. Each of Maptaskr and Customer is a “Party” and together they are the “Parties.”

 

This Agreement applies only to the Maptaskr Products as detailed within the Customer’s Order Form and does not grant Customer rights to any other Maptaskr software or services. This Agreement includes any and all attachments and referenced policies, including without limitation the applicable Maptaskr Support Documentation and Order Form entered into between the Parties. Each Order Form executed by the Customer is taken to be a separate contract between the Parties on the terms set out in this Agreement and the Order Form, and in the event of an inconsistency between the terms set out in the Order Form and this Agreement, the Order Form shall prevail.

 

Customers are responsible for maintaining active licenses and complying with all applicable agreements for all Connected Services if deploying the Maptaskr Products by way of the Microsoft Azure environment, Microsoft Dynamics 365, SharePoint or PowerApps platforms.



1.                Service Subscription

1.1             Delivery of Maptaskr Products. The Maptaskr Products may be delivered to Customer as software to be installed on Customer’s designated environment, for example, Microsoft Azure, Microsoft Dynamics 365, SharePoint or Power Platform (in which case Customer shall maintain and is solely responsible for the maintenance of an active Microsoft subscription containing Azure, Dynamics 365, SharePoint Online or PowerApps with support for the Azure services), and in relation to some features of the Maptaskr Products, as an online service, as designated in the applicable Order Form.

1.2             Trial Access. If Maptaskr has made available to Customer free, trial, or evaluation access to the Maptaskr Products (“Trial Access”), such access is limited to evaluating the Maptaskr Products to determine whether to purchase a subscription from Maptaskr. Customer may not use Trial Access for any other purposes, including but not limited to competitive analysis, commercial, professional, or for-profit purposes. Maptaskr has the right to terminate Trial Access at any time. Unless Customer purchases a subscription for the Maptaskr Products, upon any such termination or expiration Customer’s Trial Access will cease. If Customer purchases a subscription to the Maptaskr Products, all of the terms and conditions in this Agreement will apply to such purchase and the use of the Maptaskr Products. However, notwithstanding anything in this Agreement to the contrary, Maptaskr will have no warranty, indemnity, support, or other obligations with respect to trial access.

1.3             License to Use the Maptaskr Products. Maptaskr owns all rights, title, and interest in and to the Maptaskr Products. Maptaskr hereby grants Customer a non-exclusive, non- transferable, right to access and use the Maptaskr Products set out in the Order Form, solely for its own internal business purposes during the Subscription Term, subject to the terms and conditions of this Agreement and any restrictions and limitations designated in the applicable Order Form. Subject to the limited rights expressly granted hereunder, Maptaskr reserves all rights, title, and interest in and to the Maptaskr Products, including all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

1.4             Restrictions. Customer must not (a) modify, copy or create any derivative works based on the Maptaskr Products. Service; (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a Service bureau, or otherwise make the Maptaskr Products available to any third party; (c) frame or mirror any content forming part of the Maptaskr Products, other than on Customer’s systems for Customer internal business purposes or for the purposes of communication with external parties as permitted in this Agreement; (d) use the Maptaskr Products to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (e) use the Maptaskr Products to store or transmit Harmful Code, (f) interfere with or disrupt the integrity or performance of the Maptaskr Products, (g) attempt to gain unauthorised access to the Maptaskr Products or its related systems or networks, (h) permit direct or indirect access to or use of the Maptaskr Products in a way that circumvents the Purchased Volumes or any other applicable contractual usage limit, (i) reverse engineer or decompile any portion of the Maptaskr Products, including but not limited to, any software utilised by Maptaskr in the provision of the Maptaskr Products, except to the extent required by applicable law; (j) access the Maptaskr Products in order to build any commercially available product or Service or otherwise commercially exploit the Maptaskr Products; (k) copy any features, functions, integrations, interfaces, or graphics of the Maptaskr Products, (j) make any backup or further copies of the Maptaskr Products provided that should reinstallation of any Maptaskr Product be required that can be arranged via the provision of Support.

1.5             EULA. The use of the Maptaskr Products by individual Users under the terms of the Customer’s licence will be subject to each User agreeing to the terms of the EULA.

1.6             Support. During the Term, Maptaskr will provide support in accordance with the Support Documentation, this Agreement and the Order Form. Support Services to be provided by Maptaskr under this Agreement do not include (a) correction of errors or defects caused by operation of the Maptaskr Products in a manner other than specified in the Support Documentation; (b) correction of errors or defects caused by modification, revision, variation, translation or alteration of the Maptaskr Products not authorised by Maptaskr; (c) correction of errors caused by failure of the Customer to provide suitably qualified and adequately trained operating and programming staff for the operation of the Maptaskr Products; (d) rectification of operator errors; (e) rectification of errors caused by incorrect use of the Maptaskr Products; (f) rectification of errors caused by equipment fault; (g) equipment maintenance; nor (h) diagnosis of rectification of faults not associated with the Maptaskr Products.

2.                Updates and new releases.

The Maptaskr is under no obligation to provide updates or new releases of the Maptaskr Products. The Customer will provide the Maptaskr with all reasonable assistance in the event that the Maptaskr wishes to provide an update or new release of the Maptaskr Products. USE OF THE MAPTASKR PRODUCTS

2.1             Purchased Volumes. The Maptaskr Products is provided to Customer according to the Purchased Volumes and any other limitations set forth in the Order Form. Customer shall limit use of and access to the Maptaskr Products to the Purchased Volumes in the Order Form or any amendment thereto as provided for in Section 8.2 herein. Customer may increase the Purchased Volumes at any time during the term of the Agreement. If Customer’s usage is in excess of the Purchased Volumes, the Customer will work with Maptaskr in good faith to bring usage within the Purchased Volumes and in any case not sooner than sixty (60) days after Customer is notified of the excess usage, Maptaskr may (a) suspend Customer’s access to the Maptaskr Products to the extent reasonably necessary, or (b) require Customer execute an Order Form for additional quantities.

2.2             Customer Responsibilities and Customer Content. Customer will use the Maptaskr Products solely for its internal business purposes or for the purposes of communication information to customers and not for the benefit of any third parties. Customer will (a) be responsible for Users’ compliance with this Agreement, (b) be solely responsible for the procurement, maintenance and operability of all infrastructure used to access and store the Maptaskr Products (including any required internet connectivity), and the provision and maintenance of all underlying software (for example, Microsoft Azure, Microsoft Dynamics 365, SharePoint or Power Platform) including relevant licensing (c) be responsible for the accuracy, quality, appropriateness, and legality of any Customer data or other business information (“Customer Content”) used in the Maptaskr Products, (d) use commercially reasonable efforts to prevent unauthorised access to or use of the Maptaskr Products, and notify Maptaskr promptly of any such unauthorised access or use, and (e) use the Maptaskr Products only in accordance with the terms of this Agreement and applicable laws and government regulations. Customer grants Maptaskr, a worldwide, nonexclusive, royalty-free right and license to host, transfer, display, perform, reproduce, modify, and distribute Customer Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed) but only for the sole purpose of providing the Maptaskr Products to Customer, providing Support in accordance with the Support Documentation, and addressing any service or technical problems.

2.3             Maptaskr Responsibilities. Maptaskr shall implement commercially reasonable technical and organisational measures to secure availability, confidentiality and integrity with respect to the Maptaskr Products and other Customer Content and information. However, unless explicitly otherwise agreed in writing between Parties, the Maptaskr Products is provided on an “as is” and “as available” basis. The Maptaskr Products may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Maptaskr is not responsible for any delays, delivery failures, or other damage resulting from such problems. Maptaskr shall retain the right to collect usage telemetry and other statistics from the Maptaskr Products to be used to monitor compliance with applicable usage limits, and for diagnostic, operational, performance, analytics, and product improvement purposes.

2.4             Retention of Certain Content and Applications. During the Subscription Term, Maptaskr shall retain any electronic content submitted by or for Customer to the Maptaskr service for use in building mapping applications (collectively, the “Submitted Content”). Maptaskr is not responsible or liable for the deletion, correction, destruction, damage, or loss of any Submitted Content. Upon termination of the Subscription Term, Maptaskr reserves the right to delete any Submitted Content.

3.                FEES AND PAYMENT

3.1             Fees. Customer must pay all fees specified in all Order Forms within the timeframes indicated on the Order Forms. Except as otherwise stated in an Order Form, all fees are quoted and payable in Australian dollars and are based on Products and Purchased Volumes and not actual usage. Except as otherwise stated in an Order Form or as provided herein, payments must be made on an annual basis in advance.

3.2             Non-cancellable and non-refundable. All payment obligations under any and all Order Forms are non-cancellable, and all payments made are non- refundable. The license rights for the Purchased Volumes set forth on any respective Order Form cannot be decreased during the Initial Term.

3.3             Invoicing and Payment. Fees for the Maptaskr Products will be invoiced in accordance with the relevant Order Form. The first year’s Subscription Fees, as specified in each Order Form, are due and payable upon Customer’s execution of such Order Form. All other fees due hereunder (except fees subject to good faith dispute) will be due and payable within thirty (30) days of invoice date. Customer will provide Maptaskr with complete and accurate billing and contact information.

3.4             Overdue Payments. Any payment not received from Customer by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at Maptaskr’s discretion, late charges at the rate of 0.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

3.5           Non-Payment and Suspension of Service.

If Customer’s account is more than thirty (30) days past due (except with respect to charges subject to a reasonable and good faith dispute), in addition to any other rights or remedies it may have under this Agreement or by law, Maptaskr reserves the right to suspend the Maptaskr Products upon thirty (30) days written notice, without liability to Customer, until such amounts are paid in full.

3.6           Taxes.

Except as otherwise stated in an Order Form, Maptaskr’s fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties, or similar governmental assessments of any nature, including value-added, excise, use, or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its acquisitions hereunder, this Agreement, and the Maptaskr Products, excluding Australian income taxes on Maptaskr. If Customer has an obligation to withhold any amounts under any law or tax regime (other than Australian income tax), Customer will gross up the payments so that Maptaskr receives the amount actually quoted and invoiced. If Maptaskr has a legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount will be invoiced to and paid by Customer, unless Customer provides Maptaskr with a valid tax exemption certificate authorised by the appropriate taxing authority.

4.                CONFIDENTIALITY

4.1             Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, in connection with the Maptaskr Products or this Agreement, that is designated as confidential or that reasonably should be understood by the Receiving Party to be confidential given the nature of the information and the circumstances of disclosure.

Maptaskr’s Confidential Information includes the Maptaskr Products and Documentation.

Confidential Information of each party includes code, business and marketing plans, financial information, technology and technical information, inventions, know-how, product plans and designs, and business processes disclosed by such party.

However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.

4.2             Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (a) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (b) except as otherwise authorised by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

4.3             Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

4.4. No Intellectual Property Rights. The Receiving Party acquires no intellectual property rights from the Disclosing Party under this Agreement, except for the restricted right to use disclosing Party’s Confidential Information for the express, limited purposes described above.

5.                LIMITATION OF LIABILITY.

5.1             MAPTASKR PROVIDES THE MAPTASKR PRODUCTS "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAPTASKR MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE MAPTASKR PRODUCTS WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT, SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. THE LIMITED WARRANTIES PROVIDED HEREIN ARETHE  SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE MAPTASKR PRODUCTS.

5.2             IN NO EVENT SHALL MAPTASKR’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE MAPTASKR PRODUCTS AND/OR THIS AGREEMENT AND/OR ANY OTHER AGREEMENT BETWEEN THE CUSTOMER AND MAPTASKR EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO MAPTASKR TO USE THE MAPTASKR PRODUCTS DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE CLAIM. IN NO EVENT SHALL MAPTASKR BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OR COSTS OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, GOODWILL, USE, OPPORTUNITY OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE MAPTASKR PRODUCTS AND/OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE MAPTASKR PRODUCTS, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION INCLUDING IN RELATION TO THE PROVISION OF SUPPORT. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS.

6.                MUTUAL INDEMNIFICATION

6.1             Indemnification by Maptaskr. Maptaskr will defend, indemnify and hold Customer harmless against any loss, damage, or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Customer by a third party alleging that the use of the Maptaskr Products as contemplated hereunder infringes a third party’s copyright, an patent issued in the jurisdiction in which the Customer is located as of the Effective Date, or a trademark; provided, however, that Customer: (a) promptly gives written notice of the Claim to Maptaskr; (b) gives Maptaskr sole control of the defense and settlement of the Claim (provided that Maptaskr may not settle any Claim unless it unconditionally releases Customer of all liability); and (c) provides to Maptaskr, at Maptaskr’s cost, all reasonable assistance. Maptaskr will not be required to indemnify Customer in the event of: (w) modification of the Maptaskr Products by Customer, or Users in conflict with Customer’s obligations or as a result of any prohibited activity as set forth herein; (x) use of the Maptaskr Products in a manner inconsistent with the Documentation; (y) use of the Maptaskr Products in combination with any other product or Service not provided by Maptaskr; or (z) use of the Maptaskr Products in a manner not otherwise contemplated by this Agreement. If Customer is enjoined from using the Maptaskr Products or Maptaskr reasonably believe it will be enjoined, Maptaskr will have the right, at its sole option, to obtain for Customer the right to continue use of the Maptaskr Products or to replace or modify the Maptaskr Products so that it is no longer infringing. If neither of the foregoing options is reasonably available to Maptaskr, then use of the Maptaskr Products may be terminated at the option of Maptaskr and Maptaskr’s sole liability will be to refund any prepaid, but unused, Subscription Fees paid by Customer for such Service.

6.2             Indemnification by Customer. Customer will defend, indemnify, and hold Maptaskr harmless from any Claims made or brought against Maptaskr, its officers, agents or staff by a third party: (i) alleging that the Customer data or business information infringes the rights of, or has caused harm to a third party, provided that Maptaskr: (a) promptly gives written notice of the Claim to Customer; (b) give Customer sole control of the defence and settlement of the Claim (provided that Customer may not settle any Claim unless it unconditionally releases Maptaskr of all liability); and (c) provides to Customer, at the Customer’s cost, all reasonable assistance.

7.                MAPTASKR AUDIT RIGHTS

No more frequently than once in any three-month period, if Customer has deployed the Maptasker Products as software on-premises, Customer will run a script provided by Maptaskr which will collect certain data from Customer’s on-premises deployment, including numbers of users, maps, external users and portal maps. Maptaskr shall provide this system Data to Customer and Customer’s map Data shall be deemed Confidential Information subject to Section 4 above. With reasonable prior notice of at least ten (10) days, Maptaskr may audit Customer’s use of the Service. All such audits shall be conducted during regular business hours and no more frequently than twice in any twelve (12) month period and in a manner that does not unreasonably interfere with Customer’s business operations. Customer shall make available all such books, records, equipment, information and personnel, and provide all such cooperation and assistance, as may reasonably be requested by or on behalf of Maptaskr with respect to such audit. Customer shall be responsible for such audit costs and any additional fees only in the event the audit reveals that Customer’s use of the Service exceeded any of Purchased Volumes set forth in the applicable Order Form.

8.                TERM AND TERMINATION

8.1             Term. This Agreement will commence on the an Order Form between the parties, and shall continue in effect during the period stipulated in the Order Form. Each Order Form will automatically renew at the end of the initial Subscription Term (or any renewal term) for a period of one year (each, a “Renewal Subscription Term” and, together with the Initial Subscription Term, the “Subscription Term”) unless either party provides written notice to the other that it does not wish to renew at least thirty (30) days before the end of the Initial Subscription Term or any Renewal Subscription Term. Any such renewal will be at the list price for the relevant Maptaskr Products in effect at the time of such renewal.

8.2             Termination. Either party may terminate the contract created by this Agreement in conjunction with a specific Order Form: (i) upon thirty (30) days prior written notice to the other party of a material breach by the other party if such breach remains uncured at the expiration of such notice period; or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors; or (iii) for convenience upon 30 days’ prior written notice.

8.3             Effect of Termination. Upon any termination of this Agreement, Customer must, as of the date of such termination, immediately cease accessing or otherwise utilising the Maptaskr Products and Maptaskr Confidential Information. Termination for any reason will not relieve Customer of the obligation to pay any fees accrued or due and payable to Maptaskr prior to the effective date of termination.

8.4             Disengagement. Maptaskr agrees to provide reasonable transition assistance to the Customer and any incoming provider at the Customer's request and cost. This assistance shall commence two months before the contract's expiry or termination date and continue for up to one month thereafter. During this period, Maptaskr will collaborate in good faith with the Customer and any incoming provider, offering support in areas such as knowledge transfer, training, documentation, and minimising disruptions to the Customer's business operations.

9.                GENERAL PROVISIONS

9.1             Entire Agreement. This Agreement and the Order Form(s) constitute the entire agreement between Customer and Maptaskr regarding the Maptaskr Products and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. No provision of any purchase order or other business form employed by Customer, including any electronic invoicing portals and vendor registration processes, will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.

9.2             Variation: From time to time, Maptaskr may modify this Agreement by giving written notice to the Customer. Unless otherwise specified by Maptaskr, changes become effective for existing subscription Customers upon renewal of the then-current Subscription Term. Customer may be required to click to accept the modified Agreement before using the Maptaskr Service in a renewal Subscription Term, and in any event, continued use of the Maptaskr Service during the renewal Subscription Term will constitute Customer’s acceptance of the version of the Agreement in effect at the time the renewal Subscription Term begins. If Maptaskr proposes that a modification to this Agreement other than on renewal of the then-current Subscription Term, then such modifications shall not take effect until 60 days from the date the modification are notified to the Customer and the Customer may terminate this Agreement (and any associated Order Form) within that 60-day period by notice in writing to Maptaskr, without penalty.

9.3             Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, in which case the assignee must be capable of performing the obligations under this Agreement and must agree to be bound by the terms and conditions of this Agreement. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favour of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, Maptaskr will refund to Customer any prepaid fees covering the remainder of the term of all subscriptions. Subject to the foregoing, this Agreement will be legally binding on and be legally enforceable by each of the Parties, their respective successors and permitted assigns.

9.4             Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

9.5             Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

9.6             Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

9.7             Force Majeure. Neither party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labour problems (other than those involving Maptaskr or Customer employees, respectively), computer attacks or Harmful acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

9.8             Choice of Law and Jurisdiction. Excluding conflict of laws rules, this Agreement shall be governed by and construed under (a) the laws of the state of Western Australia, Australia if Customer is located in Asia or Australia, (b) the laws of the State of Washington, U.S. if Customer is located in North or South America, or (c) the laws of England and Wales if Customer is located outside of North or South America, Asia and Australia. All disputes arising out of or in relation to this Agreement shall be submitted to the exclusive jurisdiction of the courts of (i) Perth when the laws of the State of Western Australia, Australia apply, (ii) Seattle, Washington when the laws of Washington apply, or (iii) London when the laws of England and Wales apply. Nothing in this section shall restrict Maptaskr’s right to bring an action (including for example a motion for injunctive relief) against Customer in the jurisdiction where Customer’s place of business is located. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act, as currently enacted by any jurisdiction or as may be codified or amended from time to time by any jurisdiction, do not apply to this Agreement.

9.9             Export Compliance. The Maptaskr Products and other technology Maptaskr makes available, and derivatives thereof may be subject to export laws and regulations of Australia and other jurisdictions. Each party represents that it is not named on any Australian government denied-party list. Customer shall not permit Users to access or use any Service in a Australian embargoed country (currently Cuba, Iran, North Korea, Sudan, or Syria) or in violation of any Australian export law or regulation.

10.           DEFINITIONS

In this Agreement, unless indicated otherwise by the context:

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Connected Service” means any cloud service or external application that is called by a Customer’s environment using Maptaskr.

“Customer” means the entity listed in the Order Form.

“Customer Content” has the meaning given in clause 2.2 of this Agreement.

“Documentation” means Maptaskr’s online user guides, documentation, help and training materials, and the Maptaskr Products Use Policy, as updated from time to time, accessible via:

https://powermapsdocs.maptaskr.com

https://www.maptaskr.com/legal

“Effective Date” means the date nominated as such in the Order Form;

“EULA” means the end-user licence agreement mandated by Maptaskr from time to time, accessible at https://www.maptaskr.com/company/legal

“Harmful Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

"Initial Subscription Term" means the set term designated herein or in the applicable Order Form.

“Intellectual Property Rights” means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honoured or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.

“Order Form” means:

(a)    where the Customer orders Maptaskr Products direct from Maptaskr, the “Maptaskr Proposal and Order Form” or such other document that Maptaskr designates as an “Order Form” for the purposes of this Agreement executed or otherwise accepted by Customer; and

(b)    where the Customer acquires Maptaskr Products via a reseller, software vendor or third-party intermediary (“Reseller”) such document that the Reseller designates as an “Order Form” for the purposes of this Agreement executed or otherwise accepted by Customer.

“Purchased Volumes” means the applicable user volume, usage, and tenancy limits set forth in the Order Form.

“Maptaskr Products” means the products, which the Customer has ordered under the Order Form ordered by Customer pursuant to the Order Form(s) and made available by Maptaskr subject to this Agreement, including Maptaskr for Dynamics, Maptaskr for SharePoint, Maptaskr for Power platform and Maptaskr standalone;

“Material” means material in any form, including online, including documents, reports, products, information, data, source code, and methodologies

“Microsoft Organisation” means the virtual space provided to an individual Customer of Microsoft.com.

“Submitted Content” has the meaning given to that term by clause 2.4 of this Agreement;

“Support” means the support, assurance, new releases and related maintenance services for the Maptaskr Products described in the Support Documentation and includes the Support Documentation and all other associated Material provided by Maptaskr in relation to that support..

“Support Documentation” means the support documentation and guidance located at https://powermapsdocs.maptaskr.com/docs/faq-support/contacting-support.

"Users" means the individuals who are authorised by Customer to have access to the Maptaskr Products and/or Maptaskr location intelligence services.