Terms of Service

Licence Agreement

1. General

1.1 This Agreement is between You and MYX AD (206192748) (‘MYX AD’ or ‘our’ or ‘we’) and governs the use of the Platform, Products and Services offered by MYX AD.

1.2 MYX AD is in the business of providing software and other technological products and services for the purpose of capturing, processing, collaborating on, designing, delivering and reporting on physical assets, spatial imagery and modelling (Platform) which is licensed to you.

1.3 Any Product or Service description displayed on the Platform is incorporated into this Agreement by reference. In the event of inconsistency, this Agreement prevails.

1.4 By using, browsing and/or reading the Platform, this signifies that You have read, understood and agree to be bound by this Agreement. If You do not agree with the Agreement, You must cease usage of the Platform or any of the Products and Services immediately.

2. Registration

2.1 In order to use the Platform, You may be required to register for an Account through the Platform.

2.2 As part of the registration process, or as part of Your continued use of the Platform, You may be required to provide personal information about Yourself (such as identification or contact details), including:

first and last name; an email address; preferred username; mailing address; telephone number;our entity or company name;our IP address; password (which will not be visible to MYX AD).

2.3 You warrant that any information You give to MYX AD in the course of completing the registration process will always be accurate, correct and up to date.

2.4 You may not use the Platform and procure the Products and Services if:

You are not of legal age to form a binding contract with MYX AD; or
You are a person barred from receiving the Services under the laws of Bulgaria or other countries including the country in which You are resident or from which You use the Services.

3. Your Obligations as a User

3.1 As a user of the Platform, in addition to clause 7, You agree to comply with the following:

You will use the Platform and any Products and Services only for purposes that are permitted by: this Agreement; and policies, procedures and/or guides as made available via the Platform from time to time; and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions You are responsible for all costs and expenses associated with downloading, installing, running, accessing or using the Platform, Services and any Products You purchase, including, without limitation, any costs associated with computing hardware, maintenance, server and data storage and internet access; You have sole responsibility for protecting the confidentiality of Your password and/or email address; any use of Your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify MYX AD of any unauthorised use of Your password or email address or any breach of security of which You have become aware; You must not expressly or impliedly impersonate another user or use the profile or password of another user at any time; Your Data will always be accurate, correct and up to date and You will maintain reasonable records of Your Data; You agree not to harass, impersonate, stalk, threaten another user of the Platform (where interaction with other users is made available to You); You agree not to broadcast, publish, upload, transmit, post or distribute on the Platform abusive or objectionable content, including but not limited to discriminatory, racist, pornographic, threatening or abusive material; access and use of the Platform is limited, non-transferable and allows for the sole use of the Platform by You; You will not use the Platform for any illegal and/or unauthorised use which includes collecting email addresses of users by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Platform; You will not use the Platform in connection with or for any unauthorised use such as the collection of images, videos or data from the Platform for any use not otherwise authorised by MYX AD; You acknowledge and agree that any automated use of the Platform or its Platform Services is prohibited; You agree that we may charge You for all Products and Services that we agree to supply to You that have been ordered by You or using Your account through the Platform.

3.2 You must not tamper with or hinder the operation of the Platform, Services or Products, nor transmit any viruses, worms, defects, trojan horses or similar disabling or malicious code to the Platform or via the Services or Products.

3.3 You must not perform any penetration testing upon the Platform or perform any testing of the Platform in order to determine and/or assess its capacity.h

3.4 You shall have in place daily back-up and disaster recovery measures in respect of Your Data, acknowledging that at all times all associated costs shall be borne by You. As between You and MYX AD, in the event of any dispute as to the accuracy of any stored data (including Your Data), the data held and stored by MYX AD (if any) will be preferred. For the avoidance of any doubt, you must ensure that you or any of your Associates do not undertake any back-ups, copying and/or storage of the Company Content and/or Developed Content at any point, unless expressly approved or consented to by MYX AD.

3.5 Breach of this clause 3 may result in immediate termination or suspension of the User Licence without liability to You.

4. Licence

4.1. Upon:

purchasing the Products and/or Services via the Platform; payment of the license fee for the Products and/or Services at the point of purchasing the licence for the Products and/or Services; using the Products and/or Services; or executing the Enterprise Agreement with MYX AD (whichever comes first), You are granted a User Licence.

4.2 If You do not agree to this Agreement, You must not install, use, or copy the Products and/or Services.

4.3 The User Licence will be valid for the Term applicable to the particular Products and/or Service as detailed in the Agreement, on the Platform, Enterprise Agreement, Invoice or otherwise notified to You prior to or at the point of Your order being accepted.

4.4 Subject to the terms of this Agreement and/or any applicable Enterprise Agreement, the applicable Term will automatically renew for further twelve (12) month periods at the conclusion of the Term, unless terminated at least thirty (30) days prior to the anniversary date of the Agreement.

4.5 Clause 4.4 shall not be applicable in circumstances where you acquire the User Licence on a ‘pay as you go’ plan as selected at the point of Your order being accepted by MYX AD (PAYG Plan). In the event of the PAYG Plan expiring and/or being terminated validly pursuant to this Agreement, You may pay the license fee for the Products and/or Services via the Platform for a further fixed Term.

4.6 You agree and acknowledge that by agreeing to this Agreement you agree to use the Platform, Products and/or Services fairly and not for an improper purpose. You acknowledge that MYX AD may, in its sole discretion, determine the scope of your fair use of the Platform, Products and/or Services against the typical usage across its network of accounts. In the event that out of the ordinary usage is detected, MYX AD may contact You to discuss potential alternatives. In the event that any alternatives are not complied with, then this shall constitute a breach of this Agreement and MYX AD may, in addition to its other rights in this Agreement, terminate your User Licence and/or this Agreement upon providing no less than seven (7) days’ notice.

5.Trial Licence

5.1 In its sole discretion, MYX AD may grant you a temporary User Licence on a trial basis for a period of thirty (30) days or any other period as otherwise determined by MYX AD (Trial Licence).

5.2 Notwithstanding anything stated to the contrary herein, for the duration of any Trial Licence, MYX AD reserves the right to limit, suspend and/or stop providing the Platform, Products and/or Services at any time or from time to time, with or without prior notice to you.

5.3 You agree and acknowledge that MYX AD shall not be liable to you or any third party for any modification or cessation of the Platform and that that MYX AD has no obligation (express or implied) to provide or to continue to provide the Platform (or any part thereof) now or in the future.

5.4 In order to retain Your Data created and/or generated by You during the Trial Licence, you must subscribe to the Platform for a paid User Licence pursuant to the terms of this Agreement. You otherwise agree and acknowledge that any of Your Data generated during the Trial Licence may be permanently erased and/or deleted at the conclusion or termination of the Trial Licence.

5.5 In the event that You subscribe to a paid User Licence pursuant to clause 5.4, You agree and acknowledge that any of Your Data that was processed during the Trial Licence may be set off as against any free storage limit on Your User Licence subscription plan, Invoice and/or Enterprise Agreement.

6. Delivery of Products and Services

Delivery will occur via electronic means in the manner MYX AD deems appropriate in its sole discretion. This may include, without limitation, delivery by way of MYX AD making a link available to You to access the Products and/or Services to Your computer or similar device. In order to access the Platform you may be required to create an account via the Platform. For the avoidance of doubt, delivery will be completed and MYX AD’s obligations in respect thereof satisfied upon MYX AD making the Products and/or Services available.

7. License Conditions

7.1 As an individual user, this Agreement entitles You to access and obtain the Products and/or Services from the Platform.

7.2 This Agreement permits the installation and/or use of the Products and/or Services pursuant to the number of User Licences as may be granted by MYX AD pursuant to the terms of Your subscription. For the avoidance of any doubt, the Products and/or Services must not be used at any point in time by more than the number of users than the number of User Licences granted by MYX AD under this Agreement or any Enterprise Agreement, unless You agree to purchase additional User Licences.

7.3 You may not assign Your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer Your rights to the Products or Services.

7.4. You may not:

share the User Licence with others; permit the use of the Services by more than one user, unless You hold multiple valid licenses.

7.5 You may not:

decompile, “reverse engineer”, disassemble, decompile, or otherwise attempt to derive the source code for the Products; broadcast, transmit or otherwise display in a public forum or any venue not restricted to You, the Products and Services or any part of the Products and Services; post the Products and or Services or part of the Products and or Services on any website, unless otherwise expressly (in writing) agreed to by MYX AD; unless expressly consented to by MYX AD in writing, use the Products or Services for commercial purposes, including: a service bureau; for the purposes of on-selling the Products and/or Services; sub-licensing the Products and/or Services (whether for a fee or not). modify the Products or create any derivative work of the Products and Services or its accompanying documentation. Derivative works include but are not limited to translations; copy any part of the Products and/or Services except to the extent that the licensed use inherently demands the creation of a temporary copy stored in the computer memory and not permanently affixed on storage medium. alter any files or libraries in any portion of the Products; or

7.6 You agree and acknowledge that MYX AD may, from time to time, modify the Platform (including the Products and/or Services), including (without limitation) by adding or removing features or functions (Platform Update). Nothing in this Agreement prohibits MYX AD from implementing a Platform Update, provided that the Platform Update, in the reasonable opinion of MYX AD, does not materially reduce the functionality of the Platform.

7.7 In the event a Platform Update is implemented by MYX AD, you agree and acknowledge that you may be required to subscribe to access those additional elements of the Platform, Products and/or Services. Such additional subscription may render an adjustment or increase to the fees and/or price payable for the Products and/or Services.

8. Price and Costs

8.1 The price of the Products and Services is stated in this Agreement, the Enterprise Agreement, or, where You have purchased from the Platform, the price stated at the point of sale or as otherwise expressly agreed between the parties in writing.

8.2 Unless your User Licence is for a fixed term or granted under a PAYG Plan, MYX AD may amend the price at any time by providing 30 days’ notice in writing to you.

8.3 You will be required to pay in advance for Products and Services supplied or delivered, or where purchased via the Platform You will be provided with a receipt.

8.4 The price of the Products and Services may be supplied in multiple currencies and shall at all times be exclusive of any value added taxes applicable. In the event that a currency is not specified at the point of purchase or in any Invoice or receipt, you agree and acknowledge that the applicable currency for the price shall be Euro and is exclusive of GST, or any other tax or charge imposed by any governmental entity upon the sale, use or receipt of the Products and Services.

8.5 Where You have been issued with an invoice for Products and Services supplied via the Platform by way of subscription, MYX AD will debit the outstanding amount prior to the commencement of each billing period (as applicable). In the event you have not supplied direct debit details, payments of any invoice issued by MYX AD must be made within fourteen (14) days of issue.

8.6 If the debit at clause 8.5 is not successful, MYX AD will attempt a further debit of the invoiced amount.

8.7 If the subsequent debit at clause 8.6 is not successful, Your access to the Products and Services will be terminated and any amounts owing under this Agreement will be a debt due and payable to MYX AD.

8.8 You must pay all amounts due to the MYX AD:

without set-off, deductions counter-claims or conditions; and in available cleared funds.

8.9 If You owe any amount to MYX AD, MYX AD may, in its sole discretion and without prejudice to any of its other rights, do one or more of the following:

withhold all future supplies of Products and Services until that amount has been paid in full; set-off that amount against any amount owing by MYX AD to You; and/or immediately demand all amounts due and payable under this Agreement.

8.10 If an amount due under this Agreement is paid after the due date You must pay MYX AD, in addition to the overdue amount, and without prejudice to any other remedy MYX AD may have:

interest at the rate of 5% per annum in addition to the rate specified by Rule 36.7 of the Uniform Civil Procedure Rules 2005 (NSW); all costs and expenses incurred by MYX AD in collecting the overdue amount.

8.11. Your obligation to pay an amount owing applies notwithstanding any delay in the delivery of the Services or Products.

9. Intellectual Property

9.1 Unless specified otherwise in this Agreement or otherwise agreed by the parties in writing:

Intellectual Property Rights owned by you in Your Data will remain your property, and MYX AD acknowledges that nothing in this Agreement transfers title in or ownership of any Your Data to MYX AD;
Intellectual Property Rights owned by MYX AD in the Platform and Company Content will remain the property of MYX AD, and you acknowledge that nothing in this Agreement transfers title in or ownership of any content or data in the Platform or the Company Content to you;
Intellectual Property Rights in all content developed MYX AD in connection with the Services or Platform will vest on creation in you.

9.2 You grant to MYX AD an irrevocable, perpetual, non-exclusive, non-transferable, royalty free licence to make such use of the Your Data as is, in the reasonable opinion of MYX AD, necessary to provide the Services as set out in this Agreement and for any other purpose set out in the Agreement and/or the Enterprise Agreement. You shall indemnify MYX AD against all Claims made by third parties that the use of Your Data by MYX AD infringes its Intellectual Property Rights.

9.3 MYX AD grants to you an irrevocable, non-exclusive, non-transferable, royalty free licence to make such use of the Platform during the Term of this Agreement and the Enterprise Agreement as is, in the reasonable opinion of MYX AD, necessary to complete use of the Services.

9.4 MYX AD maintains a lien over the Products, Services and any Developed Content until such time as You have paid all monies owing and have remedied any breach of the Agreement.

9.5 MYX AD and its agents, contractors and employees may access under a royalty free, non-exclusive perpetual licence the Developed Content for the purpose of providing, updating and/or developing the Services and undertaking market research, advertising Our Products and Services and publishing generic statistics which do not identify You or Your contributors.

9.6 MYX AD accepts no liability in respect of the Developed Content whatsoever or howsoever arising.

9.7 You agree and acknowledge that MYX AD is under no obligation to maintain, back-up or store the Client Data and/or the Developed Content.

9.8 In the event MYX AD maintains, backs-up or stores the Client Data and/or Developed Content, you acknowledge that MYX AD will do so in a location convenient to MYX AD, unless alternate arrangements have been made or expressly agreed.

9.9 During the Term of this Agreement and/or any Enterprise Agreement, if You send or transmit any communications or materials to MYX AD by mail, email, telephone or otherwise, providing feedback or suggesting or recommending changes to the Products, Services and/or the Platform or any MYX AD Intellectual Property Rights (Feedback), You hereby assign to MYX AD all right, title, and interest in, and MYX AD is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although MYX AD is not obliged to use any Feedback.

10. Hyperlinks

The Platform may from time to time contain hyperlinks to other websites. Such links are provided for convenience only and MYX AD takes no responsibility for the content and maintenance of or privacy compliance by any linked website. Any hyperlink on our website to another website does not imply MYX AD’s endorsement, support, or sponsorship of the operator of that website nor of the information and/or products or services which they provide.

11. Privacy

MYX AD takes your privacy seriously and any information provided through your use of the Platform, Products and/or Services are subject to MYX AD’s Privacy Policy, which is available via the Platform.

12. De-Identified Information

12.1 MYX AD may use Your Data and personal information in de-identified form (de-identification being a process by which a collection of data or information is altered to remove or obscure personal identifiers and personal information) to assist it in the running of its business. MYX AD may also provide, including by way of sale, de-identified data and/or information in aggregated form, to third parties. This data and/or information may included, but is not limited to:

Measurement statistics; Trends in assets, property, land and other subject characteristics; Characteristics of assets, property and other subjects Such other data and/or information that is collected via the Platform and/or Services and is not capable of identifying You.

12.2 When your personal information is included in de-identified, aggregated data and/or information, it is not possible to identify you or anything about you from that data and/or information.

13. Warranties and exclusions

13.1 Everything on the Platform and incorporated in the Products and/or Services is provided to You “as is” and “as available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of MYX AD make any express or implied representation or warranty about the Platform, Products or Services. This includes (but is not limited to) Claims or Loss or damage you might suffer as a result of any of the following:

failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records; or the accuracy, suitability, suitability or currency of any information on the Platform, the Products, the Services, or any of its related products and services (including third party material and advertisements on the Platform).

13.2 No express or implied guarantees, warranties, representations, conditions and/or obligations are provided to you as to the Platform up-time and, pursuant to clause 13 of this Agreement, MYX AD will not be liable for any down time of the Platform for the duration of the Term.

13.3 Laws in force from time to time in Bulgaria may imply guarantees, warranties, conditions, and impose obligations on MYX AD and its subsidiaries, affiliates, and suppliers (Implied Terms). If these Implied Terms apply, MYX AD’s liability will be limited at its option to resupply, repair or replacement of the Products or Services, or the cost of such resupply, repair or replacement, to the extent permitted by law.

13.4 Nothing in this clause excludes, restricts or modifies Your rights under an Implied Term.

14. Limitation of liability

14.1 Subject to any Implied Term, and to the extent permitted by law, MYX AD or any of its officers, employees, contractors or agents will not be liable to You for any Losses incurred by You or Claims made by You as a result of using the Platform, Products, Services, deficiencies in data acquisition and any documentation provided to You.

14.2 MYX AD’s liability is reduced proportionately in the event that You contributed to any Claim or Loss suffered by You.

14.3 In addition to the limitations in clauses 14.1 and 14.2, MYX AD’s liability in connection with this agreement, the Platform, Products, Services and any documentation provided to You is limited to the price of the Products and Services charged under this Agreement.

14.4 In addition to the limitations in clauses 14.1 and 14.2, MYX AD’s liability in connection with this Agreement, the Platform, Products, Services and any documentation provided to You does not extend to any consequential loss (including loss of opportunity profits).

14.5 You agree and acknowledge that MYX AD will not be liable for any Losses or Claims arising from the use of the Platform, the Developed Content or any of Your Data generated via the use of the Platform or Services by you or any third parties.

14.6 You agree and acknowledge that MYX AD provides a Platform for the presentation and/or tool for the displaying of Your Data and/or Developed Content and it is no way liable for any Losses or Claims arising from the prior and/or subsequent capture, process, display and/or analysis of Your Data.

14.7 You agree and acknowledge that you will be responsible for all analysis of Your Data and will indemnify and hold MYX AD harmless for any Loss, Claim or damage in connection with the analysis of Your Data.

14.8 Subject to anything contrary in this clause 14, you indemnify and hold MYX AD harmless to the full extent permitted by law for any Loss, Claim or damage whatsoever or howsoever arising in connection with the supply of the following to you:

Platform; Services; Products; Your Data; Company Content; and/or Developed Content.

15. Variation of Terms

15.1 MYX AD reserves the right to amend this Agreement from time to time. Such amendments will be either:

published on the Platform from which the Products and or Services were purchased; notified to You via email directing You to a link; or notified to You by post.

15.2 The effect of any amendments will come into force from the date the amendments are published or you are notified pursuant to clause 15.1 or unless stated otherwise by MYX AD in any notification.

15.3 Upon notification of the variation and/or amendment as outlined in clause 15.1, You are at liberty to terminate this Agreement notwithstanding the conditions as set out in clause 16.

16. Termination

16.1 MYX AD may at any time, terminate this Agreement and the User Licence:

at its discretion upon ninety (90) days’ written notice; if you have breached any provision of this Agreement or intend to breach any provision; if MYX AD is required to do so by law.

16.2 MYX AD reserves the right at any time to modify or discontinue, temporarily or permanently, the Platform, Products and/or Services (or any part thereof) with or without notice, in which event You shall be given a pro rata refund for that portion of the fee already paid for at the time of discontinuation and which cannot be used after discontinuation.

16.3 MYX AD reserves the right at any time to modify or discontinue, temporarily or permanently, the Platform, Products and/or Services (or any part thereof) with or without notice, in which event You shall be given a pro rata refund for that portion of the fee already paid for at the time of discontinuation and which cannot be used after discontinuation.

16.4 On termination, You must permanently remove and return or destroy all software Products from Your computers.

16.5 You will provide MYX AD with at least one month written notice should You wish to change your User Licence in any way, including cancellation of the User Licence. You agree and acknowledge that in the event of any cancellation of the User Licence pursuant to this clause 16.4, any amounts paid by You up until the conclusion of any Term of this Agreement or the Enterprise Agreement, will be non-refundable. For the avoidance of any doubt, in the event you are granted a User Licence pursuant to a PAYG Plan, any amounts paid up until the conclusion of the PAYG Plan Term shall not be refundable pursuant to this clause 16.4.

16.6 Subject to the terms of this Agreement and any Enterprise Agreement:

during the Term and for a period of 30 days thereafter, You will be entitled to undertake a data extraction of Your Data from MYX AD’s web based supply chain software, in such form made available by MYX AD (e.g. PDF, spreadsheet or otherwise), at no additional cost; and in the event that MYX AD retains Your Data after the term, subject to clause 16.5(a), MYX AD may charge a fee, at its discretion, for data storage and/or data extraction requested by You.

16.7 In addition to any other right exercisable by MYX AD pursuant to this Agreement or any Enterprise Agreement, in the event that you fail to extract Your Data from the Platform, Service and/or Product or fail to pay to MYX AD any storage fees due and payable pursuant to clause 16.5(b), you will lose access to Your Data which MYX AD may, in its sole discretion, permanently erase or delete.

16.8 In the event that You held the User Licence for the duration of the Term pursuant to a PAYG Plan, upon valid termination and/or expiration of the Term, you may:

pay MYX AD for associated costs of storing Your Data and/or any Developed Content; or permanently erase and/or delete Your Data or any Developed Content in your possession; or extend the Term of your PAYG Plan.

17. Sub-Contracting

17.1 MYX AD may subcontract the performance or provision of any part of the Services and/or Platform without obtaining the prior written consent from you.

17.2 Where MYX AD subcontracts the performance or provision of any part of the Services and/or Platform, MYX AD acknowledges and agrees that:

it will be responsible for ensuring the suitability of any subcontractor appointed by it and that the work performed by such subcontractor meets the requirements of this Agreement; and it will be liable for any conduct, omission or neglect by any subcontractor appointed by MYX AD as fully as if such conduct, omission or neglect were the conduct of MYX AD, its employees or agents under this Agreement.

18. Related Party Services

18.1 You acknowledge and agree that:

MYX AD may procure the services of its Associates from time to time, including but not limited to, for the purposes of data collection, data processing, quality control and/or other related services; MYX AD’s services are limited to the provision of the Platform and Services; despite clause 17, MYX AD does not engage its Associates as sub-contractor/s and is in no way liable for the acts or omissions of its Associates; you release, indemnify MYX AD and hold it harmless to the full extent permitted by law for any loss or damage whatsoever arising in connection with the supply of the Services to you by its Associates.

19. General provisions

19.1 Any provision of, or the application of any provision of this Agreement which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.

19.2 Any provision of, or the application of any provision of this Agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

19.3 The failure, delay, relaxation or indulgence by a party in exercising, in part or whole, any power, right or remedy conferred upon that party by this Agreement shall not operate as a waiver of that power, right, or remedy.

19.4 This Agreement contains the entire Agreement between the Parties and supersedes any previous understandings, commitments or agreements, oral or written.

19.5 If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.

19.6 This Agreement shall be governed by and construed in accordance with the laws of Bulgaria.

20. Dispute Resolution

20.1. Compulsory

If a dispute arises out of or relates to this Agreement, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sort).

20.2. Notice

A party to this Agreement claiming a Dispute has arisen, must give written notice to the other party detailing the nature of the Dispute, the desired outcome and the action required to settle the Dispute.

20.3. Resolution

On receipt of that notice by that other party, the Parties must:
Within 10 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree; If for any reason whatsoever, 10 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the Chair of the Resolution Institute (ABN 69 008 651 232); The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The parties must each pay their own costs associated with the mediation; The mediation will be held in Bulgaria.

20.4. Confidential

All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.

20.5 Termination of Mediation

If 8 hours have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

21. Definitions and interpretation

21.1. Definitions

In this Agreement unless the context otherwise requires:

Account means an account on the Platform as described in clause 2.1. Agreement means this agreement, all schedules and, if the Products or Services were not purchased on the Platform, the Enterprise Agreement; Associate means an associate entity as defined in Section 50AAA of the Corporations Act 2001 (Cth); Claim includes any claim, including a notice, demand, debt, account, action, expense, damage, loss, cost, lien, liability, proceeding, litigation (including reasonable legal costs), investigation or judgment of any nature, whether known or unknown; Commercial Terms means the commercial terms form attached to the Enterprise Agreement; Company Content means all documents, instructions, specifications, codes, requirements, samples, measurements and other information and materials provided by MYX AD to You in relation to the performance of the Services. Default Rate means 10% per annum, or the maximum rate allowed by applicable law, whichever is lower; Developed Content means all content developed by the Parties in connection with the Products and/or Services as set out in clause 9.1(c). Dispute means a dispute between the Parties as described in clause 20.2; Enterprise Agreement means the agreement consisting of the Commercial Terms, Terms and Conditions, Guarantee Terms, this End User Licence Agreement and the Service Licence Agreement. Guarantee Terms means the terms and conditions pertaining to guarantors attached to the Enterprise Agreement; Implied Terms means those terms as specified in clause 13.3; Intellectual Property Rights means all current and future registered and unregistered rights and all renewals and extension of those rights in respect of copyright, marks, trade secrets, know-how, confidential information, patents, inventions and discoveries and all other intellectual property as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation 1967. Invoice means an invoice issued by MYX AD to You; Loss means any damage, loss, liability, expense or cost whether direct or indirect, consequential or incidental; Notice means a notice of Dispute as specified in clause 20.2; PAYG Plan means a pre-paid plan to acquire the User Licence under this Agreement and as otherwise defined at clause 4.5; Platform(s) means any MYX AD website, social media accounts, applications, software and other technological platform; Platform Update means an update to the Platform (including the Products and/or Services) as described in clause 7.6; Parties means the parties to this Agreement; Products means any products as detailed on the Platform or Enterprise Agreement; Service means the MYX AD software as a service provided by MYX AD as detailed on the Platform or Enterprise Agreement; Service Licence Agreement means the terms and conditions governing support, maintenance and level of support provided by MYX AD attached to the Enterprise Agreement; Term means the period as set out on the front page of this Agreement; Terms and Conditions means the terms and conditions attached to the Enterprise Agreement; Trial Licence means a temporary trial User Licence as described in clause 5.1; User Licence means a revocable, non-transferable, non-sub licensable, non-exclusive and limited licence to use the Products and/or Services strictly in accordance with this Agreement as described at clause 4.1; You means the person named on the Enterprise Agreement, or where the Products are purchased via the Platform, the person who has purchased the Products and/or Services. Your Data means any content and/or data that You broadcast, publish, upload, transmit, post or distribute on the Platform.

21.2. Interpretation

In this Agreement unless the context otherwise requires:
the singular includes the plural and vice versa; where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning; a reference to any statute, proclamation, rule, code, regulation or ordinance includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation, rule, code, regulation or ordinance replacing it; a reference to any thing is a reference to the whole and each part of it; a reference to a group of persons is a reference to all of them collectively and to each of them individually; and a reference to a document includes all amendments or supplements to, or replacements or novation of, that document.