Seeing Machines: Third Party Product Terms
1. DEFINITIONS
Agreement means these terms and conditions, the Schedules, each Order, appendices or exhibits of each of them.
Australian Consumer Law means the Australian Consumer Law as contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Charges means the fees and charges for the Products and Services as set out in this Agreement.
Confidential Information means all information regardless of its form:
(a) that is disclosed directly or indirectly by the Disclosing Party (or any person on behalf of the Disclosing Party) to the Receiving Party; and
(b) that is treated or designated as confidential by the Disclosing Party or the Receiving Party knows, or ought to know, is confidential,
and includes:
(c) information that relates to the Disclosing Party’s past, existing or future business operations or product development plans; (d) information that relates to the business, technology or other affairs of the Disclosing Party or any Related Body Corporate of the Disclosing Party;
(e) information that relates to any systems, technology, ideas, concepts, know-how, techniques, designs, specifications, blueprints, tracings, diagrams, models, functions, capabilities and designs (including computer software, manufacturing processes or other information embodied in drawings or specifications);
(f) IP owned or used by or licensed to the Disclosing Party or a Related Body Corporate of the Disclosing Party;
(g) any other information which is marked “confidential” or is otherwise indicated to be subject to an obligation of confidence; and
(h) information that was provided or obtained prior to the date of this Agreement.
Customer means any entity, whether incorporated or a natural person, with which the Distributor has entered into a contract to Product(s) or Services.
Deliverables means all items, materials, documentation (including any plans, drawings, manuals and specifications) and products produced, created or developed by or on behalf of Distributor, and incorporating or adapting the Documentation.
Disclosing Party has the meaning given in clause 2.
Receiving Party is defined in clause 2.
Data Subject means the individual or individuals to whom Personal Information relates.
Defect means in respect of a Product under this Agreement:
(a) persistent, serious and fundamental failure of the Product to meet the Specifications of that Product.
Documentation means documents about the Products or Services as provided by a Seeing Machines Group company from time to time, and may include: Guardian Management Document, Project Management Plan, Guardian Management Document, Customer Configuration Requirements, Fatigue Intervention Plan, Guardian Live Windows/Web Application User Guides, Installation manual, Driver’s Guide, or Manager’s Guide.
Excluded Information means Information which:
(a) is in or becomes part of the public domain otherwise than through breach of this Agreement or an obligation of confidence owed to the Disclosing Party or any Related Body Corporate of the Disclosing Party;
(b) the Receiving Party can prove by contemporaneous written documentation was already known to it at the time of disclosure by the Disclosing Party or its Representatives (unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality); or
(c) the Receiving Party acquires from a source other than the Disclosing Party or any of its Representatives, any from any of the Disclosing Party’s Related Bodies Corporate or any of their Representatives, where such source is entitled to disclose it.
End User means each person who has access to, uses or operates the Products purchased by Customer, including Customer’s Personnel (but not including Seeing Machines’ or Distributor’s Personnel).
Infringement Claim means any claim made against the Customer alleging that any part of the Product or Seeing Machines Information or training materials infringes a third party’s Intellectual Property Rights.
Intellectual Property Rights (or IP) means all intellectual and industrial property rights wherever in the world arising, present or future, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trademarks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, circuit layouts, and other intellectual property rights, and all applications and rights in relation to registration of such rights, whether created before, on or after the date of this Agreement.
Orders means Customer orders for Product(s) and/or Services.
Permitted Field is aftermarket products for Over the Road Transport, meaning registerable heavy and light trucks and commercial transportation vehicles (whether for goods and/or passengers haulage and buses) designed primarily for operation on public roads.
The Permitted Field does not include:
(a) in relation to type of vehicles: off-road or specialty vehicles;
(b) in relation to industries: general construction; heavy construction; mining; paving and compaction; and quarry and aggregates;
(c) marine application; and
(d) military vehicles of any type.
Personal Information has the meaning given to it in section 6 of the Privacy Act 1998 (Cth).
Personnel means a party’s officers, employees, agents, representatives and subcontractors.
Product means the Guardian product as described in this Agreement.
Product Data means any information, data and content (including audio &/or video images and clips, GPS and other vehicle data) captured or generated by the Product or in the course of providing the Services, including data about End Users and Data Subjects (which may include Personal Information).
Related Bodies Corporate means with respect to either Party, any entity that directly or indirectly, through one or more intermediaries, owns more than 50% of the outstanding voting securities of the Party and (ii) an entity that directly or indirectly through one or more intermediaries, is controlled by the Party, in each case where the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract interest or otherwise
Seeing Machines means Seeing Machines Ltd (ACN 093 877 331) of 80 Mildura Street, Fyshwick, ACT, 2609, Australia.
Seeing Machines Group means Seeing Machines and all of its Related Bodies Corporate from time to time.
Documentation means the documentation developed by Distributor or Seeing Machines and other materials, including operating manuals, training manuals and associated documentation, users’ manuals, programming manuals, modification manuals, flow charts, drawings and software listings whether in electronic or hard copy form.
Services means the services provided by the Distributor as per the Service Description document as updated from time to time.
Service Description means the document provided by the Distributor to the Customer describing the services to be provided by the Distributor in relation to the Product.
Software means all software provided by the Distributor to the Customer, including any software that may be embedded or integrated into any Products and any ‘software as a service’ or hosted software services, including Guardian in vehicle system software, Guardian Live, message queue and application programming interface.
Specification means the specification relating to each Product as advised by the Distributor from time to time.
Warranty Period means the means the period specified by Distributor in relation to a Product.
2. CONFIDENTIONAL INFORMATION
2.1 Disclosure of Confidential Information
No Confidential Information of a Party (Disclosing Party) may be disclosed by the Party receiving the Confidential Information (Receiving Party) to any person except:
(a) to representatives of the Receiving Party or Seeing Machines or their Related Bodies Corporate requiring the information for the purposes of this Agreement;
(b) with the written consent of the Disclosing Party which consent may be given or withheld in its absolute discretion;
(c) if the Receiving Party requires the information for quality assurance and risk management purposes;
(d) if the Receiving Party is required to do so by law or by a stock exchange; or
(e) if the Receiving Party is required to do so in connection with legal proceedings relating to this Agreement.
2.2 Disclosure by recipient of Confidential Information
Any Party disclosing information under clauses 2.1(a) or 2.1(b) (Disclosure of Confidential Information) must use all reasonable endeavours to ensure that persons receiving Confidential Information from it do not disclose the information except in the circumstances permitted in clause 2.1(a) (Disclosure of Confidential Information).
2.3 Use of Confidential Information
A Receiving Party must not use Confidential Information of the Disclosing Party except to the extent necessary for the purposes of exercising its rights or performing its obligations under this Agreement.
2.4 Excluded Information
Clauses 2.1 (Disclosure of Confidential Information), 2.2 (Disclosure by recipient of Confidential Information) and 2.3 (Use of Confidential Information) do not apply to the Excluded Information.
3. CUSTOMER RESPONSIBILITIES
3.1 Use of the Products.
(a) Customer will use and operate (and will ensure that End Users use and operate) the Products in a safe manner, for the purpose for which they were intended, and in accordance with any Seeing Machines approved Documentation or instructions provided by the Distributor and in accordance with the Permitted Field.
(b) Customer represents and warrants that: i) the protection of any passwords and credentials issued by Seeing Machines are an integral part of security and the Customer will utilise and maintain proper password and credential control procedures; ii) Customer is solely responsible for the management and control of any passwords and credentials provided to it by Seeing Machines; iii) in the event that Seeing Machines believes that a password or credentials are being used improperly by an End User, Seeing Machines reserves the right to deactivate that password and credentials without prior notice to the Customer or the effected End User.
4. PRODUCT WARRANTIES
4.1 Warranty
Unless specified otherwise by the Distributor, the Distributor warrants that the Products are:
(a) free of substantial Defects; and
(b) otherwise conform with their Specification.
4.2 Warranty Period
(a) The Products are warranted for the Warranty Period. To the maximum extent permitted by law including the Australian Consumer Law all other express and implied terms, liabilities, representations, conditions and warranties are hereby expressly negated and excluded. The Distributor’s liability under the Australian Consumer Law is limited as provided under subclause (d).
(b) Consumable items of the Products of whatsoever type are excluded from the foregoing warranty.
(c) With respect to Products replaced under warranty:
i. in the case of the Warranty Period being more than 3 months, the Warranty Period shall not be extended, with the replacement Product having the same remaining Warranty Period as the original Product; or
ii. in the case of the Warranty Period being less than 3 months, the Warranty Period shall be extended to a 3 months Warranty Period.
(d) If the Distributor has any additional liability to the Customer under the Australian Consumer Law in addition to any express warranty provided under this Agreement with respect to any supply made by the Distributor to the Customer, that liability will be limited to, at the option of the Distributor, the re-supply of the relevant goods or services, or payment of the costs of replacing the relevant goods or services.
4.3 Scope of Warranty
The Product warranty ceases to apply where:
(a) Customer does not comply with its obligations set out in this Agreement including an Order;
(b) Customer knew of the failure (which would otherwise be a breach of warranty) prior to purchase; and
(c) fault or defect (which would otherwise be a breach of warranty) is caused by factors outside Distributor’s reasonable control;
(d) the Product is used or installed in a manner inconsistent with the operating instructions or user manuals provided by the Distributor; or
(e) the Product is used in a marine environment.
Customer acknowledges and agrees that:
(a) while the Product is intended to help contribute to safer vehicle operation, neither Distributor or Seeing Machines guarantees that any particular behaviors, high risk events, unsafe driving, collisions or other events will be prevented as a result of using the Product;
(b) Neither Distributor or Seeing Machines warrants that the Product or embedded software will perform error free or uninterrupted or that the Product will detect all possible fatigue or distraction events; and
(c) even with the Product installed and operating correctly, Customer or End User retain the responsibility for safely operating their vehicles.
The Product warranty is the only warranty provided by Distributor and constitutes Distributors sole liability and Distributors sole remedy regarding claimed Defects in the Product.
4.4 Exclusions
The following shall not constitute a Defect:
(a) damage caused by use of Product outside the Permitted Field;
(b) damage caused by not installing or maintaining the Product using approved service personnel;
(c) damage caused by combat, accidents, crashes, foreign objects or external causes including environmental conditions;
(d) normal wear and tear that results in the requirement for regular maintenance;
(e) damage caused by failure to operate, maintain or repair the Products in accordance with reasonable or recommended operation, maintenance or repair procedures;
(f) damage resulting from contaminated fluids, abuse, acts of God or the public enemy, sabotage, fire, terrorism, riot or vandalism;
(g) damage resulting from the continued operation of the Products or any of their components after the detection of an alleged defect;
(h) failure of common consumable articles with an expected limited lifetime;
(i) failures or defects attributable to inadequacies or deficiencies in any information supplied by the Customer or any third party under the Agreement; and
(j) damage resulting from misuse or abuse of the Products.
4.5 Errors and Defects
If during the Warranty Period, the Products do not conform with this clause then the Customer must give written notice to the Distributor including full particulars of the defect so as to allow the Distributor to investigate and reproduce the alleged defect (“Notice“).
4.6 Obligation
If a Notice is issued by the Customer in respect of any Products within the Warranty Period, the Distributor shall, after inspection and where it deems that the error or defect is warrantable, at the Distributor’s option:
(a) repair the Products so that conform with this clause; or
(b) refund any moneys paid in advance for the Products (if applicable); or
(c) replace the Products at the Distributor’s cost but if the Product is obsolete or unavailable then the Distributor may in its sole discretion replace that Product with a similar Product provided that the replacement Product substantially conforms to the Specification; and (d) pay for shipment of the repaired or replaced Product to the Customer.
4.7 Location of repair
Investigations and/ or repairs may be effected at the location specified by the Distributor as updated from time to time, and the costs of transporting Product shall be borne by the Customer if the Distributor deems it is not a valid warrant claim.
4.8 Warranties relating to Prototype Products and Services
Notwithstanding Distributor warranties in this Agreement for Products and Services, any Product or Service identified as a “Prototype” is provided to the Customer “AS IS” with all faults. Neither Distributor or Seeing Machines makes any warranty, express or implied, with respect to Prototype Products and Services. Subject to the operation of the Australian Consumer Law, all warranties, whether express or implied, are hereby disclaimed, including, without limitation, any implied warranties of merchantability, non-infringement and fitness for a particular purpose. Without limiting the above, Customer acknowledges that Distributor does not warrant that the Prototype Products and Services are error free or that operation or performance will be error free or uninterrupted.
4.9 Customer indemnity relating to Prototype Products and Services
The Customer must indemnify the Distributor and Seeing Machines against any loss or claim suffered or incurred by, the Customer, arising out of, or in any way in connection with, the supply or use of Prototype Products and Services.
4.10 Limitation under the Australian Consumer Law
If the Distributor or Seeing Machines has any liability to the Customer under the Australian Consumer Law in addition to the express warranties provided under this Agreement, that liability will be limited to, at the option of the Distributor or Seeing Machines as the case may be, the re-supply of the relevant goods or services, or payment of the costs of replacing the relevant goods or services.
5. WARRANTY RELATING TO SERVICES
5.1 Warranty
The Distributor warrants:
(a) that Services will be performed with due expedition and without delay, and will implement measures to mitigate the effects of any delay to the progress of the supply of the Services at its own cost;
(b) it will supply, and will ensure that its officers, employees, agents and distributors supply, the Services in a good and proper manner and to the best practice and standard of care, skill, judgment and diligence expected of a Distributor experienced in supplying the same or similar Services;
(c) it (and its officers, employees, agents and suppliers) possess the required skills to supply the services in accordance with this Agreement;
(d) the supply of the Services by the Distributor and the use of the related Deliverables by Customer will not infringe the Intellectual Property Rights of any person; and
(e) the Services will comply with all regulatory requirements.
5.2 Warranty rectification
If the result achieved by the Services is or becomes defective in any way during the Warranty Period then the Distributor must immediately re-perform the support Service at its own cost.
Subject to the operation of the Australian Consumer Law, the Services Warranty is the only warranty provided by Distributor and constitutes Distributors’ sole liability and Customers sole remedy regarding the delivery of the Services.
6. INTELLECTUAL PROPERTY
6.1 Acknowledgment
The Customer recognizes that all IP including the Trade Marks or other trade marks, registered designs, patents and copyright used on or relative to the Products are the property of Seeing Machines and the Customer will take all such steps as are practicable to ensure that the ownership of all such IP including the Trade Marks, or other trade marks, registered designs, patents and copyright in the Territory of the Identified Customer will vest in and remain vested in Seeing Machines.
6.2 Background IP
Each Party will retain its Background IP and nothing in this Agreement assigns or transfers the Background IP of one Party to another, or from Seeing Machines to the Customer. Neither Party may assert or bring any claim for ownership of any or all of the other Party’s Background IP or Seeing Machines’ Background IP. The Distributor warrants that it is licensed by Seeing Machines to sub-license that Background IP to the Customer in accordance with clause 6.4.
6.3 Seeing Machines IP
The Customer acknowledges and agrees that:
(a) all Background IP existing in the Products; and
(b) all Seeing Machines IP used by Distributor or transmitted by the Distributor or Seeing Machines to the Customer during the performance of the Agreement;
is and remains under the exclusive ownership of Seeing Machines and shall not be used by the Customer for any purpose other than that for which it was supplied.
For avoidance of any doubt, Seeing Machines does not claim any right, title or interest in Product Data.
Customer acknowledges that all Intellectual Property Rights in Products and licensed technology, and all modifications, upgrades new releases and enhancements thereof and to all manuals and other documentation relating thereto are and shall remain vested in Seeing Machines at all times. This Agreement does not grant any rights to the Customer in respect of the use of any trade mark of Seeing Machines or any Related Bodies Corporate of it, which is hereby specifically excluded. However, this in no way limits or reduces the obligation of the Customer to give full credit to Seeing Machines in respect of Seeing Machines Products and Services and to apply all copyright notices of Seeing Machines thereto to Documentation. The Customer is not entitled under any circumstances to register Seeing Machines Intellectual Property in any territory. The Customer must sign all documents and do anything else reasonably requested by the Distributor or Seeing Machines to give effect to this clause.
6.4 Grant of Licence to Customer
Subject to Customer complying with payment obligations under this Agreement, the Distributor grants to the Customer a non-transferable, non-exclusive, personal licence to use Seeing Machines Background IP in Products and Services solely to the extent necessary for the Customer to use Products and Services in accordance with this Agreement and subject to confidentiality obligations.
Customer may not sub-license Products or Services. Pursuant to the licence granted under this clause, the Customer is entitled to operate, maintain and dispose of the Products in accordance with the terms of this Agreement.
6.5 No reverse engineering.
Customer must not (and must ensure that End Users do not) alter, reverse engineer, disassemble, decompile or copy any Product or Software.
6.6 Third Party Software
The Software may include third party software which may be subject to additional or different terms or conditions. To the extent that any third-party software terms conflict with any of these terms, the third-party software terms will prevail with respect to Customer’s use and distribution of the applicable third-party software.
7. RESELLER OF THIRD PARTY LICENSED SOFTWARE
7.1 Distributor as facilitator
The Distributor provides reseller services: 1) which facilitates the supply of third party licensed software by the original Intellectual Property Rights owner; or 2) as an authorised distributor of the third party licensed software. Collectively (“Software Supply”);
The terms of the contract for Software Supply will be deemed to be incorporated into this Agreement, insofar as it is applicable.
Should a conflict arise between this Agreement and the terms of Software Supply agreement, the provisions of the Software Supply agreement will prevail.
7.2 Contractor Obligation
The Distributor will co-ordinate and manage the provision of the original Intellectual Property Rights owner’s or distributor’s (as applicable) warranty support service, if any, that is to be provided in respect of any Defect or alleged Defect that is reported by Customer to the Distributor.
8. AVAILABILITY OF THE SERVICES
8.1 Maintenance of Service
Customer acknowledges that Distributor will use reasonable endeavours to maintain the reliability and efficiency of Product and Services subject to:
(a) scheduled downtime for maintenance services or other interruptions to service specified in clause 8.2; and
(b) unscheduled interruptions to the availability of the Product due to factors beyond the control of the Distributor including any actions of Seeing Machines or third parties, including telecommunications providers.
8.2 Suspension of Service
The Distributor or Seeing Machines may suspend access to the Product:
(a) to carry out maintenance services;
(b) to carry out modifications or updates to the Product, including the uploading of updates;
(c) to preserve data and integrity;
(d) in the event of a security breach; or
(e) if the server malfunctions;
In the event of such suspension Customer shall not be entitled reimbursement of the service charges or part thereof paid in the advance provided that the Distributor/Seeing Machines have provided reasonable notice of suspension and the period of suspension is reasonable.
9. LIABILITY
9.1 Disclaimer
Customer (for itself and on behalf of each End User) acknowledges and agrees that:
(a) while the Product and Services are intended to help contribute to safer vehicle operation, neither the Distributor nor Seeing Machines guarantee that any high risk events, unsafe driving, collisions or other events will be prevented as a result of using the Product;
(b) neither the Distributor nor Seeing Machines guarantee or warrant that the Product or embedded software will perform error free or uninterrupted or that the Product will detect all possible fatigue or distraction events; and
(c) even with the Product installed and operating correctly, Customer (or End User) retain the responsibility for safely operating their vehicles.
9.2 Exclusion of Indirect Loss.
To the fullest extent allowed by law including the Australian Consumer Law, the Distributor and Seeing Machines exclude all liability for any plant-down-time, loss of product, loss of revenue, loss of profit, loss of or damage to reputation, loss of anticipated savings or benefits, or any indirect, special or punitive loss, damage, cost or expense or other claims for consequential compensation, incurred by or awarded against Customer or an End User arising directly or indirectly under or in connection with this Agreement or the performance or non-performance of this Agreement, or from the design, manufacture, sale, delivery, resale, repair, replacement or use of any Products or the furnishing of any Service and whether arising under this Agreement, statute, in tort (for negligence or otherwise), or on any other basis in law or equity.
9.3 Liability Limit
To the fullest extent allowed by law including the Australian Consumer Law, the liability of the Distributor and Seeing Machines for any and all claims relating to Products or Services is limited to the express Product warranty and Services warranty provided under this Agreement.
Subject to the Australian Consumer Law, the liability of the Distributor, whether at law or equity, will not exceed the total of all charges paid by the Customer to the Distributor.
Subject to the Australian Consumer Law, the liability of Seeing Machines, whether at law or equity, will not exceed the total of charges paid by the Distributor to Seeing Machines for a particular purchase order that relates to the dispute, or USD $500,000, whichever is the lower amount.
9.4 Contribution
The liability of Distributor and Seeing Machines shall be reduced proportionately to the extent the Customer’s acts or omissions causes or contributes to, directly or indirectly, the loss or damage for which Distributor or Seeing Machines is liable.
9.5 Seeing Machines Documents and Training Materials
Any Seeing Machines Documents and training materials provided under this agreement or otherwise remain the property of Seeing Machines, are not intended to be comprehensive and are not to be construed as legal advice. The contents of such Documents and materials is intended for information purposes only and Seeing Machines makes no warranty, or claim or representation, express or implied, in relation to any such Documents or material provided to the Customer. Any person who relies on the Documents or training materials does so at their own risk.
Should the Seeing Machines Documents and training materials be translated to another language, only the English language version shall prevail as the official version.
9.6 Limitation period.
Any action by Customer against any member of the Seeing Machines Group and/or Distributor in relation to the Product or the supply of Services must be commenced within two years after the cause of action has accrued.
9.7 Acknowledgement
Customer acknowledges and agrees that Distributor is an independent contractor of Seeing Machines and is not its agent, and has no ability to bind Seeing Machines contractually or otherwise.
10. DATA
10.1 Ownership & Use of Product Data.
(a) Customer owns Customer’s Product Data and related Intellectual Property Rights.
(b) Guardian Live will retain diagnostic data for a period of 2 months. All other data (video, trip and event data) will be retained for a period of 12 months.
(c) Customer hereby grants to Seeing Machines an exclusive, perpetual, worldwide, royalty-free, irrevocable and transferable license (and right to sub-license) to use, copy, modify and commercially exploit Product Data or statistical or aggregated information based on or related to any Product Data (including by selling, licensing or distributing to third parties) subject to Seeing Machines taking reasonable steps to anonymize such data, meaning any references which identify the Customer or End User have been removed. Customer acknowledges that in certain circumstances, such as discovery related to legal proceedings, the Seeing Machines Group may be required by law or court order to release Product Data and/or Personal Information relating to End Users.
The Customer will sign all documents and do all things reasonably necessary to give effect to this Clause, including executing an agreement or deed in favour of Seeing Machines, in a form approved by Seeing Machines.
(d) The Customer acknowledges that Seeing Machines and/or the Distributor may share Customer Product Data and related Intellectual Property Rights with an authorised third party for the purpose of investigating, developing, testing or commissioning a Customer Application Program Interface (API) or Customer Message Queue interface.
11. PRIVACY
11.1 General
The Distributor must, at its cost, in relation to Personal Information collected in the course of this Agreement or through the Products supplied to Customer:
(a) comply with the Privacy Act;
(b) not do any act, or engage in any practice and not do any act or fail to do any act which causes the Customer or its Related Bodies Corporate to breach the Privacy Act;
(c) only use or disclose that Personal Information for the purposes of this Agreement and in accordance with its privacy policy and the terms of any consent from the person to whom Personal Information relates;
(d) take reasonable steps to ensure that the Personal Information is protected against loss and against unauthorized access, use, modification, interference, disclosure or other misuse;
(e) ensure that access to Personal Information is restricted to those Personnel who require access in connection with this Agreement and that such Personnel are made aware of the obligations of the Distributor as set out in this Agreement; and
(f) fully co-operate with Seeing Machines or Distributor to enable it to respond to applications for access to, or amendment of an individual’s Personal Information and to privacy complaints, and when requested by the Customer, promptly provide such other information and access as Seeing Machines or Distributor may require in relation to the Personal Information and its processing.
11.2 Notification
The Distributor must immediately notify, keep informed, and provide the full details to, the Customer if it:
(a) becomes aware of a breach or possible breach of any of the obligations contained hereto;
(b) becomes aware of any unauthorised access to the Personal Information or any other data breach relating to Personal Information;
(c) becomes aware that a disclosure of Personal Information may be required by law; or
(d) is approached in relation to Personal Information by a body performing the role as a privacy commissioner, or by any individual to whom any Personal Information relates.
11.3 Customer will:
(a) comply with the Privacy Act and surveillance Laws;
(b) provide to Data Subjects information and notices required to be provided to Data Subjects under Privacy Act, at their own costs;
(c) on request provide a copy of their privacy policy to Data Subjects;
(d) inform the Data Subject that their Personal Information will be transferred to Distributor and Seeing Machines;
(e) respond to enquiries from Data Subjects, at its own cost;
(f) evidence End-User consent as reasonably required by Distributor and/or Seeing Machines in the provision of Products and/or Services, or as required by Data Protection Laws or other laws to which Distributor or Seeing Machines are subject; and
(g) only cause to be transferred the Customer Personal Information that complies with the requirements of this clause.
11.4 Indemnity
The Customer shall indemnify and hold the Distributor and Seeing Machines, and their respective officers and employees, harmless from and against any claims, demands, suits, damages, penalties, fines, or costs arising from any violation of this clause by the Customer.
12. ASSIGNMENT OR NOVATION
12.1 Subject to Clause 12.2, the Distributor must seek approval from Customer to assign, whether in whole or in part, the provision of Products and Services to the Customer, such approval not to be unreasonably withheld.
12.2 If requested by the Distributor or Seeing Machines, the Customer must sign all documents and do all other things reasonably requested by the Distributor or Seeing Machines to effect an assignment of Distributor’s rights under this Agreement to Seeing Machines, or to effect a novation of this Agreement from Distributor to Seeing Machines.