BETA TESTING PARTICIPATION TERMS AND CONDITIONS
1. TERM
This agreement commences on the Commencement date and will continue until the Term expires on 31 December 2024, unless terminated earlier in accordance with clause 14 (the Term).
2. THE SOLUTION
2.1 Scope of Solution
Safe-Sight.ai will provide the Solution set out in this Agreement.
2.2 New Modifications
(a) Safe-Sight.ai may, from time to time, without being under any obligation to do so and in its absolute discretion, provide New Modifications to the Solution.
(b) All New Modifications made by Safe-Sight.ai will be taken to be part of the original licensed copy of the Software and subject to this agreement.
(c) Clients may configure features of the Solution based on their requirements, but Safe-Sight.ai will not be responsible for any changes that the Client implements.
2.3 Approved Modifications
Safe-Sight.ai will provide Approved Modifications to the Solution from time to time, on request from the Client.
2.4 Software Licence
(a) The Software is owned by Safe-Sight.ai and nothing in this agreement transfers any Intellectual Property Rights in the Software.
(b) During the Term, Safe-Sight.ai grants to the Client a non-exclusive, non-transferable licence to use the Software and Documentation subject to the terms of this agreement.
(c) During the Term, the Client may sub-license the license granted in clause 2.4(b) to its Personnel.
2.5 Support Services
The Client acknowledges and agrees:
(a) Safe-Sight.ai will take reasonable steps to provide support (Support Services) where necessary during the Term, including general troubleshooting and bug fixes;
(b) The Client must first endeavour to resolve any issues with the Software internally, and Safe-Sight.ai will not assist with issues that are beyond its reasonable control;
(c) The Client is responsible for all internal administration and managing access, including storing back-up passwords and assisting its Personnel to access and use the Software; and
(d) The Client will not have any claim for delay in accessing the Software due to any failure or delay in Support Services.
3. THIRD PARTY SOFTWARE
Third Party Software is not needed for all Client’s use of the Solution, however, where Third Party Software is required for the Client’s use of the Solution:
(a) The Client acknowledges and agrees that the use of Third Party Software may be necessary for its use of the Software.
(b) The Client must agree to and abide by the terms and conditions of any such Third Party Software and ensure any associated licenses are maintained and current.
(c) The Client agrees that, unless otherwise agreed in writing, Safe-Sight.ai is not responsible for the operation or maintenance of any Third Party Software, including those required to operate the Software.
(d) The Client acknowledges and agrees that issues can arise with transferring data to software and between software, and when integrating software with other software. Safe-Sight.ai cannot guarantee the integration processes to Third Party Software will be free from errors, defects, or delay. Safe-Sight.ai will not be liable for any delay, loss, or damage, including any data loss or consequential loss arising from any error of data or transmission, suffered by the Client in connection with Third Party Software. All liability of Safe-Sight.ai for Third Party Software is excluded and limited to the maximum extent permitted by law.
(e) The Client acknowledges and agrees that Third Party Software may be subject to enhancements, upgrades, or other changes (Updates), which may affect the operation of the Software. Safe-Sight.ai will use reasonable endeavours to rectify any issues with the Software but will not be liable for any loss suffered by the Client in connection with such Updates.
(f) Safe-Sight.ai makes no guarantee that any integration of the Software with any Third Party Software will be successful. Any failure of an integration, whether caused or contributed to by Safe-Sight.ai or a third party, will not be the responsibility of Safe-Sight.ai or a breach of this agreement. The Client releases Safe-Sight.ai from any claims for losses arising in connection with the failure of any integration.
4. DISCLAIMER
(a) The Solution does not operate in real-time. Analysis of camera feed data may occur with a delay, and therefore immediate safety concerns may not be identified or communicated promptly.
(b) Use of the Solution does not guarantee the prevention of accidents or safety incidents. While the Solution aims to detect safety concerns, it is not infallible and should not be relied upon as the sole safety measure. Participants must continue to adhere to all standard safety protocols and practices on site.
(c) The Solution involves the collection of data from the Client, including camera feed data, for the purpose of detecting safety concerns on site. The data collected will be used solely for providing the intended services, and the improvement and development of the Solution.
5 CLIENT’S OBLIGATIONS
5.1 CLIENT ACKNOWLEDGEMENTS
The Client acknowledges and agrees that: (a) The Solution is in “Beta stage,” and as such, Safe-Sight.ai is unable to guarantee the completeness, accuracy, currency, reliability, or availability of the Software, nor that there will be no loss or corruption of Client Data; and
(b) As consideration for Safe-Sight.ai providing the Solution, the Client must actively provide ongoing feedback relating to any functional flaws, errors, anomalies, problems, or bugs in the Solution and the Client’s usage and experience of the Solution.
5.2 USE OF SOLUTION
(a) The Client must, and must ensure that all Users, comply with this agreement at all times. The Client acknowledges and agrees that it is responsible for all acts or omissions of its Users and that Safe-Sight.ai will have no liability for any act of a User for damage, loss, or expense suffered by a User in connection with the use of the Solution and will indemnify Safe-Sight.ai for any such damage, loss, or expense.
(b) The Client must not, and must not encourage or permit any User or any third party to, without Safe-Sight.ai’s prior written approval: (i) Make copies of the Solution or Documentation;
(ii) Adapt, modify, or tamper in any way with the Solution or Documentation;
(iii) Remove or alter any copyright, trademark, or other notice on or forming part of the Solution or Documentation;
(iv) Create derivative works from or translate the Solution or Documentation;
(v) Publish or otherwise communicate the Solution or Documentation to the public, including by making it available online or sharing it with third parties;
(vi) Sell, loan, transfer, sub-license, hire, or otherwise dispose of the Solution or Documentation to any third party (other than sub-licensing to a Licensed User);
(vii) Decompile or reverse engineer the Solution or any part of it, or otherwise attempt to derive its source code;
(viii) Attempt to circumvent any technological protection mechanism or other security feature of the Solution; or
(ix) Permit any person other than Licensed Users to use or access the Solution or Documentation.
5.3 NOMINATED REPRESENTATIVE
The Client agrees, upon Safe-Sight.ai’s request, to nominate a key representative to liaise with Safe-Sight.ai, who has the authority to make decisions and give instructions on the Client’s behalf in relation to the Solution.
5.4 PROVIDE INFORMATION
The Client must provide Safe-Sight.ai with all documentation, information, and assistance reasonably required by Safe-Sight.ai to provide the Solution.
5.5 ACCESS
The Client agrees to provide Safe-Sight.ai with access to the Client’s premises and Personnel, to the extent required to provide the Solution.
5.6 COMPLIANCE WITH LAWS
The Client agrees that it will not, by receiving or requesting the Solution: (a) Breach any applicable laws, rules, or regulations (including any applicable privacy laws); or
(b) Infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality.
6 USER OBLIGATIONS
The Client agrees, and must ensure that all Users agree: (a) To comply with each of the Client’s obligations in this agreement;
(b) That to access the Software, it will need to provide personal information and create an account;
(c) To not share its Software account information with any other person and that any use of its account by any other person is strictly prohibited. The Client or User must immediately notify Safe-Sight.ai of any unauthorized use of its account, password, or email, or any other breach or potential breach of the Solution’s security;
(d) To not use the Solution for any purpose other than for the purpose for which it was designed, including not using the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
(e) Not to act in any way that may harm Safe-Sight.ai’s reputation or that of associated or interested parties or do anything contrary to the interests of Safe-Sight.ai or the Solution;
(f) Not to make any automated use of the Solution and not to copy, reproduce, translate, adapt, vary, or modify the Solution without Safe-Sight.ai’s express written consent;
(g) That Safe-Sight.ai may change any features of the Solution at any time on notice to the Client; and
(h) That information given to the Client through the Software, by Safe-Sight.ai or another User, is general in nature, and Safe-Sight.ai takes no responsibility for anything caused by any actions the Client takes in reliance on that information.
7 INTELLECTUAL PROPERTY AND DATA
7.1 SOFTWARE CONTENT INTELLECTUAL PROPERTY
(a) Safe-Sight.ai Ownership: Safe-Sight.ai retains ownership of all materials provided to the Client throughout the course of the Term (including the Documentation, text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads, and software) (Software Content) and reserves all rights in any Intellectual Property Rights owned or licensed by Safe-Sight.ai not expressly granted to the Client.
(b) Licence to the Client: The Client is granted a license to the Software Content, for the Maximum Number of Solution Uses, and the Client may make a temporary electronic copy of all or part of any materials provided to it for the sole purpose of viewing them and using them for the purposes of the Software. The Client must not otherwise reproduce, transmit, adapt, distribute, sell, modify, or publish those materials or any Software Content without prior written consent from Safe-Sight.ai or as otherwise permitted by law.
(c) Developed IP: Any Developed IP will be solely and exclusively owned by Safe-Sight.ai.
(d) Feedback: Any feedback, ideas, modifications, suggestions, or improvements with respect to the Software the Client provides will be the property of Safe-Sight.ai on and from its creation and is Confidential Information to be owned by Safe-Sight.ai.
7.2 CLIENT DATA
(a) The Client retains ownership of all Client Data.
(b) The Client grants Safe-Sight.ai (and its Personnel) a perpetual, non-exclusive, royalty-free, non-transferable, worldwide, and irrevocable license to use Client Data to the extent reasonably required to provide and improve the Solution, even following expiry or termination of this agreement.
(c) The Client is responsible for ensuring that in using the Solution it shares Client Data only with intended recipients.
(d) The Client: (i) Warrants that Safe-Sight.ai’s use of Client Data will not infringe any third-party Intellectual Property Rights; and
(ii) Indemnifies Safe-Sight.ai from and against all losses, claims, expenses, damages, and liabilities (including any taxes, fees, or costs) which arise out of such infringement.
7.3 ACCREDITATIONS
Unless otherwise agreed in writing: (a) All displays or publications of any deliverables provided to the Client as part of the Solution must, if requested by Safe-Sight.ai, bear an accreditation and/or a copyright notice including Safe-Sight.ai’s name in the form, size, and location as directed by Safe-Sight.ai; and
(b) Safe-Sight.ai retains the right to describe the Solution and reproduce, publish, and display any deliverable the Client receives from the Solution in Safe-Sight.ai’s portfolios and websites for the purposes of recognition or professional advancement and to be credited with authorship of the Solution and any deliverables in connection with such uses. The Client authorizes Safe-Sight.ai to state that the Client is a Client of Safe-Sight.ai on Safe-Sight.ai’s marketing material, including its website.
8 CONFIDENTIALITY AND RESTRAINT
8.1 CONFIDENTIALITY
(a) Except as contemplated by this agreement, a party must not and must not permit any of its officers, employees, agents, contractors, or related companies to use or disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent.
(b) This clause does not apply to: (i) Information which is generally available to the public (other than as a result of a breach of these terms or another obligation of confidence);
(ii) Information required to be disclosed by any law; or
(iii) Information disclosed by Safe-Sight.ai to its subcontractors, employees, or agents for the purposes of providing the Solution or its obligations under this agreement.
8.2 RESTRAINT
For the duration of this agreement, the Client must not employ or engage (or be knowingly involved in its Personnel employing or engaging) any officers or employees of Safe-Sight.ai with which the Client had contact during the course of the Term.
9 PRIVACY
Safe-Sight.ai will handle all personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. This includes ensuring the security, accuracy, and proper use of personal information and providing individuals with access to their information upon request.
10 SECURITY BREACH
(a) The Client acknowledges and agrees that there are inherent risks to data security when using the Software and any Third-Party Software, as well as various other opportunities for risks, beyond Safe-Sight.ai’s control, to eventuate in relation to the Client Data.
(b) While every precaution within Safe-Sight.ai’s control will be taken to ensure security of the Client Data, Safe-Sight.ai cannot guarantee that security issues will not arise. Many such issues are outside of Safe-Sight.ai’s reasonable control as the Software relies
11. SUBCONTRACTING
Safe-Sight.ai may subcontract any part of the solution, and the client consents to such subcontracting.
12. WARRANTIES AND LIMITATIONS
12.1 SAFE-SIGHT.AI WARRANTIES
(a) Safe-Sight.ai warrants that: (i) The software will perform substantially as intended during the term. (ii) To the best of its knowledge, using the solution as per this agreement does not infringe third-party intellectual property rights. (iii) The support services will be fit for purpose and provided by qualified personnel.
12.2 CORRECTION OF DEFECTS
(a) Safe-Sight.ai will fix any software errors, bugs, or defects that arise during the term unless they: (i) Result from interactions with unapproved software, hardware, or services. (ii) Are caused by misuse of the software. (iii) Stem from using the software contrary to this agreement or the documentation. (b) The client must provide Safe-Sight.ai and its personnel reasonable access to their premises, IT systems, and software to correct any defects.
12.3 SERVICE LIMITATIONS
The solution is provided “as is.” Safe-Sight.ai does not guarantee: (a) The solution will be free from errors or defects. (b) The solution will be accessible at all times. (c) Messages sent through the solution will be delivered promptly or at all. (d) Information received or supplied through the solution will be secure or confidential. (e) Any information provided through the solution is accurate or true.
12.4 EXCLUSION OF OTHER WARRANTIES
(a) All express or implied warranties not expressly stated in this agreement are excluded to the maximum extent permitted by law. (b) Nothing in this agreement limits the operation of the Australian Consumer Law (ACL).
13. LIMITATION OF LIABILITY AND INDEMNITY
13.1 LIMITATION OF LIABILITY
(a) Safe-Sight.ai is not responsible for unauthorized use, destruction, loss, damage, or alteration of client data or information systems. (b) To the maximum extent permitted by law, Safe-Sight.ai’s liability for all claims arising under this agreement is excluded. (c) The client agrees to indemnify and hold Safe-Sight.ai and its personnel harmless from any loss or liability caused by the client or its personnel’s breach of this agreement, third-party software terms, or any negligent, fraudulent, or criminal acts.
13.2 CONSEQUENTIAL LOSS
Safe-Sight.ai will not be liable for any incidental, special, or consequential losses, including loss of data, business opportunities, goodwill, or revenue, except as required by the ACL.
14. TERMINATION
14.1 TERMINATION FOR CONVENIENCE
Either party may terminate this agreement by providing written notice during the notice period.
14.2 TERMINATION FOR CAUSE
Either party may terminate this agreement immediately if the other party breaches the agreement and fails to remedy the breach within 14 days or if the breach is not capable of being remedied.
14.3 EFFECT OF TERMINATION
Upon termination or expiry: (a) Safe-Sight.ai will extract and provide client data in a readable format. (b) The client’s software license is revoked. (c) The client must remove all copies of the software from its systems and return or deal with them as directed by Safe-Sight.ai. (d) A feedback session may be conducted if not terminated under clause 14.2. (e) Each party must return or destroy any confidential documents. (f) Rights, liabilities, or remedies will not be invalidated by termination.
14.4 SURVIVAL
Clauses that naturally survive termination or expiry will remain enforceable.
15. DISPUTE RESOLUTION
(a) The parties must attempt to resolve disputes in good faith before commencing proceedings. (b) Dispute details must be submitted to the other party’s CEO or, if the party is an individual, that individual. (c) Compliance with this clause is a condition precedent to seeking relief or remedy, except for urgent interlocutory relief or breach of this clause.
16. NOTICES
(a) Notices must be in writing, in English, and delivered via email to the specified email address or the most regularly used email address. (b) Notice is considered given 24 hours after the email was sent unless it falls on a non-business day, in which case it will be considered given on the next business day.
17. FORCE MAJEURE
(a) If a party is unable to perform obligations due to an event beyond its control (Force Majeure), it must promptly notify the other party with reasonable details and the probable extent of the impact. (b) The obligation is suspended during the Force Majeure. (c) The affected party must endeavor to overcome the Force Majeure as quickly as possible.
18. GENERAL
18.1 GOVERNING LAW AND JURISDICTION
This agreement is governed by New South Wales, Australia law. The parties submit to the exclusive jurisdiction of New South Wales courts.
18.2 AMENDMENTS
This agreement may only be amended in writing.
18.3 WAIVER
No party can rely on another party’s words or conduct as a waiver unless it is in writing and signed.
18.4 SEVERANCE
Any void or unenforceable terms are severed, and the rest of the agreement remains effective.
18.5 JOINT AND SEVERAL LIABILITY
Obligations or liabilities assumed by two or more persons bind them jointly and severally.
18.6 ASSIGNMENT
A party cannot transfer rights or obligations under this agreement without prior written consent.
18.7 COUNTERPARTS
This agreement may be executed in counterparts, each constituting an original.
18.8 COSTS
Each party bears its own costs in connection with this agreement.
18.9 ENTIRE AGREEMENT
This agreement supersedes all prior negotiations, conduct, arrangements, or agreements.
19. DEFINITIONS AND INTERPRETATION
(a) Rules of interpretation include: (i) Singular includes plural and vice versa. (ii) Gendered words include corresponding words of any other gender. (iii) Defined terms include any grammatical form. (iv) “Person” includes entities, trusts, and partnerships. (v) “Party” includes successors and permitted assigns. (vi) References to parts of this agreement include attachments and schedules. (vii) Document references include variations or replacements. (viii) “Dollar” refers to Australian currency. (ix) Headings and bold type do not affect interpretation. (x) “Includes” is not limiting. (xi) Adverse interpretation against the drafter is not permitted.
(b) Capitalized terms have defined meanings as set out in the agreement details.