User Licence Agreement – Detector Maps

User Terms

These terms ("User Terms") cover the use of the Detector Maps App. You accept these User Terms by creating an account, through your use of the Detector Maps App, or by continuing to use the Detector Maps App after being notified of a change to these User Terms.

1. Access

1.1 In consideration of your payment of the Subscription Fee, we (Gold Discovery Solutions Pty Ltd t/as Detector Maps ACN 683 290 324) grant you a revocable and non-exclusive access to the Detector Maps App during the Subscription Period, only for personal and non-commercial purposes, subject to the terms and conditions of these User Terms.

1.2 Access to the Detector Maps App begins at the start of a Subscription Period and continues for the Subscription Period, or until and unless your access is terminated or suspended in accordance with these User Terms.

2. Subscription

2.1 To access the Detector Maps App, you must pay us the Subscription Fees for the relevant Subscription Period, as charged by us from time to time, including GST if applicable.

2.2 The Subscription Fees are payable in advance at the commencement of the Subscription Period, and the Subscription Fees may be pro-rated over the Subscription Period, including for a discounted Subscription Fee.

2.3 Where you terminate a subscription during a Subscription Period, unless we terminate your access earlier, you will continue to have access to the Detector Maps App for the remainder of the Subscription Period for which you have paid for access. Where:

you have fully paid the Subscription Fees for the entire Subscription Period, no part of the Subscription Fee will be repaid to you;
you have not fully paid the Subscription Fees for the entire Subscription Period, you will remain liable for any unpaid portion of the Subscription Fee for the remainder of the Subscription Period. You agree this is fair and reasonable if a discount has been provided to the Subscription Fee based on the Subscription Period.

2.4 We may, at our sole discretion, agree to terminate your subscription during a Subscription Period for payment by you of an amount with consideration of any discount given to the Subscription Fee based on your Subscription Period.

3. Your Account

3.1 You are solely responsible for your Account and any use of login and password details, and you must:

use your true identity for your Account and keep your Account details up to date at all times;
not disclose password or login details to any third party; and
contact us immediately if you believe your login details have been compromised.

3.2 We do not warrant that the Detector Maps App will meet your requirements or be suitable for your purposes.

3.3 The Detector Maps App may include tools to help us verify your identity ("Verification Tools"). Verification Tools may include mobile phone verification technology, verification of payment information, or any other two-factor verification technology. The Verification Tools used may be determined by us in our sole discretion.

3.4 We may, without liability to you, immediately suspend or terminate your subscription and access to the Detector Maps App, or all or any part of the Detector Maps App, if you breach these User Terms.

4. Your Obligations

4.1 You undertake to us you will:

only use the Detector Maps App and the Maps Data for personal and non-commercial purposes;
be the only user of your Account and ensure your Account is not accessed by any other person;
fully comply with all reasonable directions given by us in relation to these User Terms and use of the Detector Maps App;
only use the Detector Maps App in accordance with applicable laws and government regulations and in accordance with these User Terms; and
notify us immediately on becoming aware of any unauthorised use or copying of the whole or any part of the Detector Maps App.

4.2 This clause survives termination of these User Terms for any reason.

5. Acknowledgment

5.1 You acknowledge and accept that:

there is no guarantee of the success or the outcome of the Detector Maps App, the Maps Data or any other information on the Detector Maps App;
prospecting, use of the Detector Maps App and any Maps Data may be illegal in certain locations;
the provision of the Detector Maps App and any Maps Data is not an offer to use, or an indication you are legally able to use, the Detector Maps App or Maps Data;
neither we nor our Suppliers are liable, responsible or accountable for your results from, interpretation, application, or any use of the Detector Maps App or the consequences thereof;
there are limitations to the Detector Maps App's capabilities, for which neither we nor our Suppliers are responsible;
the Detector Maps App is provided "as-is" and strictly with no warranty as to the accuracy or completeness of any information provided on the Detector Maps App, including without limitation the Maps Data;
the Maps Data is provided to us by Suppliers;
we make no representations, warranties or guarantees in relation to, and are not liable for:
i. Maps Data always being available, complete or up to date;
ii. use, accuracy, value, validity, currency, or fitness for purposes of the Detector Maps App and any Maps Data;
iii. any data, links (including link content or what is accessible or downloadable from links), content, advertising, or material made available through the Detector Maps App, Maps Data or any Supplier; or
iv. any damage you incur either directly or indirectly because of, or contributed to by, use or reliance upon the Detector Maps App, Suppliers or the Maps Data.
we do not guarantee that the Detector Maps App is free from errors or corruption;
the performance of the Detector Maps App may deteriorate from time to time due to the normal operation of software and networks; and
we and our Suppliers:
i. do not, and are not obliged in any way to, verify or otherwise evaluate information provided on the Detector Maps App including, without limitation, the Maps Data;
ii. do not endorse in any way the information provided on the Detector Maps App including, without limitation, the Maps Data; and
iii. do not claim to have any expertise in the field of prospecting, and provide the Detector Maps App, including the Maps Data, to you for your own analysis and use.

5.2 This clause survives termination of these User Terms for any reason.

6. Privacy

6.1 You acknowledge that by using the Detector Maps App, Customer Data may be transmitted or stored outside of Australia.

6.2 You agree and accept that we may freely use Customer Data in a de-identified manner, and any other data or information relating to the Detector Maps App, in any way and without accounting to, and without liability to, you. To the extent necessary, you provide us with a perpetual, irrevocable, royalty-free, transferable and assignable licence to use your Customer Data without accounting to, and without liability to, you. You waive all Moral Rights (as that term is defined in the Copyright Act 1968) and any other rights you may have in your Customer Data.

6.3 You agree and accept that we may use artificial intelligence technology within the Detector Maps App and in respect of you and your Account and you consent to that use.

6.4 We may update or change the Detector Maps Privacy Policy [Reference to Privacy Policy Needed] from time to time. Notification of such changes will be made in accordance with the Privacy Policy.

6.5 This clause survives termination of these User Terms for any reason.

7. Confidentiality

7.1 You must not, without our prior written approval or as required by law, disclose our Confidential Information.

7.2 This clause survives termination of these User Terms for any reason.

8. Intellectual Property

Nothing in these User Terms constitutes a transfer of any Intellectual Property Rights.
You:
- a. acknowledge that we are the owner or licensee of all Intellectual Property Rights in the Detector Maps App and anything delivered under these User Terms; and
- b. must not directly or indirectly do anything that would or might invalidate or put in dispute the title or rights in the Detector Maps App.
Except as expressly stated in these User Terms, these User Terms do not grant you any rights (whether registered or unregistered) to, or in, patents, copyrights, database rights, trade secrets, trade names, or trade marks, or any other rights or licences in respect of the Detector Maps App.
You must not modify the whole or any part of the Detector Maps App or combine or incorporate the whole or any part of Detector Maps App in any other program or system without our prior written consent.
These User Terms shall continue to apply to the Detector Maps App as modified.
This clause shall survive the termination of these User Terms for any reason.

9. Liability and Warranty

9.1 You warrant to us and our Suppliers that:

you are solely responsible for any use, interpretation, or application of the Detector Maps App, and for results obtained from any such use, interpretation, or application;
you have the required experience and expertise to use and undertake activities related to the Detector Maps App;
prior to use of, and on an ongoing and regular basis, the Detector Maps App, the Maps Data and any other information on the Detector Maps App, you have and will:
i. undertake all necessary investigations including obtaining any necessary surveys and geotechnical and engineering approval;
ii. obtain any requisite government or local council approvals required; and
iii. maintain all insurances, licences, registrations, accreditations, certifications, approvals and endorsements necessary;
the display of information and maps on the Detector Maps App pertaining to gold or ore occurrences or the approximate location of gold or ore occurrences is not an invitation to you, or an offer to you, to access or mine at the site or location;
you will only ever use the Detector Maps App, the Maps Data and any other information on the Detector Maps App strictly in accordance with all government or local council guidelines, laws and regulations, and Environmental Laws or similar law;
you will not sell or otherwise provide your Account or Maps Data to any other person;
you will not attempt to gain unauthorised access to the Detector Maps App or any physical location indicated in the Detector Maps App;
you will not interfere with or disrupt the integrity or performance of the Detector Maps App or the system or network from which the Detector Maps App is provided;
you will not use the Detector Maps App to distribute viruses, malware or any other material which may interfere with or disrupt the integrity or performance of the Detector Maps App or the system or network from which the Detector Maps App is provided;
you will not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Detector Maps App available to any third party;
you will not use the Detector Maps App in any way that could damage our reputation or goodwill, or the goodwill or other rights associated with the Detector Maps App;
you will not access or reproduce the Detector Maps App to create any derivative works or works which compete with the Detector Maps App, or permit any third party to do so;
you will not modify, remove, or circumvent any markings, copyright, or proprietary notices on, or security measures protecting, the Detector Maps App, or permit any third party to do so;
you will not use the Detector Maps App for any purpose except in accordance with these User Terms;
you will not use the Detector Maps App in any way that could otherwise be regarded by us, on reasonable grounds, to be unacceptable (we may from time to time notify you of the circumstances which we regard as unacceptable); and
you will not aid, abet or assist any person to breach the terms of these User Terms nor breach any warranty within these User Terms.

9.2 Except as provided in these User Terms and to the extent permitted by law, all conditions and warranties concerning our performance of the Detector Maps App (whether as to quality, outcome, fitness, care, skill or otherwise) expressed or implied by statute, common law, equity, trade, code of practice, custom or usage or otherwise are expressly excluded.

9.3 Your Indemnity

You indemnify us and our Suppliers and will keep us and our Suppliers indemnified from and against any costs, damages, expenses, loss or liability of any kind (including loss of or damage to any other property and legal costs and disbursements in defending or settling a claim giving rise to the same) however suffered or incurred by us or by our Suppliers, by virtue of your use of the Detector Maps App, the Maps Data and any other information on the Detector Maps App and including any breaches of your warranties.
The indemnity contained in clause 9.3(a) extends (without limiting the generality of the foregoing) to any costs, damages, loss or liability (including legal costs and disbursements in defending or settling a claim giving rise to the same) incurred by us or our Suppliers by virtue of any death, injury (including psychological injury) or disability suffered by any person, arising by whatever legal theory (whether statutory, tortious or otherwise).
You must inform us immediately if you become aware of any claim or potential claim relating to the Detector Maps App, the Maps Data and any other information on the Detector Maps App or use thereof or any circumstances which may lead to such a claim.

9.4 This clause survives the termination of these User Terms for any reason.

10. General

10.1 Updates

We may update or change these User Terms from time to time and will provide notice to you when we do so. Using the Detector Maps App after we update or change these User Terms indicates that you have accepted and agree to the new User Terms. If you do not agree to the new User Terms, you must immediately stop using the Detector Maps App.
To the extent possible at law, without liability to you, we may update or change the features, services and Maps Data on the Detector Maps App, in our discretion from time to time and without notice to you.

10.2 Force Majeure

We are not liable for any delay or failure to perform our obligations under these User Terms if such delay is due to Force Majeure. If a delay or failure is caused or anticipated due to Force Majeure, our obligations will be suspended. If a delay or failure by us to perform our obligations due to Force Majeure exceeds sixty (60) days, we may immediately terminate these User Terms on providing notice in writing to you.
i. If these User Terms are terminated pursuant to clause 10.1, we are not liable to refund any moneys paid by you pursuant to these User Terms.

10.3 Disputes

If any dispute arises in respect of the Detector Maps App, the party must attempt to resolve any dispute with the other party in good faith prior to commencing any form of litigation or legal proceedings.
i. Nothing in this clause shall prevent a party from seeking urgent equitable relief before an appropriate court.

10.4 Entire Agreement

These User Terms constitute the entire agreement between the parties and supersede all prior representations, agreements, statements and understandings, whether verbal or in writing.

10.5 Governing Law

These User Terms will be governed by and construed according to the law of Queensland and each party submits to the non-exclusive jurisdiction of the Courts of Queensland, unless the parties agree otherwise under these User Terms.

10.6 Severability

If any provision of these User Terms is held wholly or partly invalid, unenforceable or illegal for any reason, these User Terms shall remain otherwise in full force apart from such provisions which shall be deemed read down to the extent reasonably appropriate to remove the invalidity, unenforceability or illegality.

11. Definitions

In these User Terms, unless the contrary intention appears:

Account means the account which you have with us for you to access the Detector Maps App.
Confidential Information means, in the case of us, all information that is confidential by nature and includes:
- a. all information treated by us as being confidential; and
- b. information relating to our personnel, policies, business, systems and data.
Customer Data means the data inputted or uploaded by you into the Detector Maps App.
Detector Maps App means the detector maps software, including the Maps Data and any other information on the application known as Detector Maps.
Environmental Laws mean all relevant Commonwealth, State, Territory, local government or local council laws, legislation, rules and regulations (or similar laws) governing, without limitation, the access, protection, care, responsibility and restriction of access of environments, habitats, private lands or property, heritage-listed sites, culturally sensitive sites, restricted access sites or locations, or any other environmentally sensitive areas or sites, as amended from time to time.
Force Majeure means a circumstance beyond our reasonable control which results in us being unable to observe or perform on time an obligation under these User Terms.
GST means:
- a. the same as in the GST Law;
- c. any other goods and services tax, or any tax applying to this transaction in a similar way; and
- d. any additional tax, penalty tax, fine, interest or other charge under a law of such a tax.
GST Law means the same as "GST Law" in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property Rights means all intellectual property rights, including all copyright, patents, trade marks, design rights, trade secrets, domain names, know-how, instructions, procedures, and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.
Maps Data means the maps, other geological data, links, third party claims, and any other information provided to us by Suppliers and which is available to users on the Detector Maps App.
Subscription Fee means the fees charged to you by us for the relevant Subscription Period as amended from time to time by us.
Subscription Period means the subscription period you select for access to the Detector Maps App.
Suppliers mean the entities, users, governments, suppliers and other third parties who provide Maps Data.
User Terms means these terms and conditions.

12. Interpretation

12.1 In these User Terms, unless the contrary intention appears:

the clause headings are for ease of reference only and shall not be relevant to interpretation;
a reference to a clause number is a reference to its subclause;
words in the singular number include the plural and vice versa;
words importing a gender include any other gender;
a reference to a person includes bodies corporate and unincorporated associations and partnerships;
a reference to a clause is a reference to a clause or subclause of these User Terms;
a reference to a subclause is a reference to a subclause of the clause in which that reference is made;
where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
a reference to a Schedule includes a reference to any part of that Schedule which is incorporated by reference;
monetary references are references to Australian currency.

User License Agreement