End User Licence Agreement

1 Acceptance

(a) Giraffe Technology Pty Ltd ACN 627 711 979 (we or us) own the cloud-based software platform, including all instructions in hard copy or electronic form and any update, modification or release of any part of that software (Platform) which is accessible at giraffe.build (Site). The Platform serves as a base for you to buy and use applications that deal with spatial information and data layers (Apps) and for you to operate, deploy and integrate your Customer Apps (as defined below) within the Platform.

(b) These terms and conditions (Terms):

(1) set out the terms and conditions upon which we agree to grant you a right to use the Platform as a service, as described on the Site (PaaS Services) and provide any other services as set out in these Terms (together with the PaaS Services, the Services); and

(2) are binding on you from the date (Effective Date) on which we provide you with an account to enable you to access and use the Services (Account) until the date on which your Account is terminated in accordance with these Terms (Term).

(c) Please read these Terms carefully. If you do not agree with these terms or are unable to comply with the conditions set out below, you must immediately terminate your Account and cease use of the Platform, Site and Apps.

(d) By creating an Account and/or accessing and/or using the Services, you:

(1) warrant to us that you have reviewed these Terms, including our Privacy Policy, available on the Site, (with your parent or legal guardian if you are under 18 years of age);

(2) warrant to us that you have the legal capacity to enter into a legally binding agreement or (if you are under 18 years of age) you have your parent's or legal guardian's permission to access and use the Services and they have agreed to these Terms on your behalf;

(3) warrant to us that you have the authority to act on behalf of any person or entity for whom you are using the Services, and you are deemed to have agreed to these Terms on behalf of any entity for whom you use the Services;

(4) warrant to us that you have all hardware, software and services which are necessary to access and use the Services; and

(5) agree to use the Services in accordance with these Terms.

(e) Customer App means any web application developed by you or on your behalf (including but not limited to through the use of AI-assisted tools), which uses the Giraffe Javascript Software Development Toolkit (SDK) to connect to, interoperate with or extend the functionality of the Platform. For clarity, a Customer App does not include the Platform, the SDK, or any Giraffe IP, except to the extent of any rights expressly granted under this Agreement. For the avoidance of doubt, the Customer Apps are available only where offered under your Plan.

(f) SDK means the Giraffe Javascript Software Development Toolkit that enables you to connect Customer Apps to the Platform and access Giraffe authentication, hosting, geometries, layers, user interface state and other functionalities as described on the Site. For the avoidance of doubt, the use of the SDK in connection with any Customer App is subject to all applicable terms and conditions of the SDK licence or Giraffe policies.

(g) Customer App Acceptable Use Policy means the policy published by us (as amended from time to time) that sets out requirements for the development, deployment and operation of Customer Apps. For the avoidance of doubt, Customer Apps must not adversely affect the security, performance, or availability of the Platform and must access Platform data only through authorised SDK methods.

2 Registration and Account

(a) You will be required to create an Account with us on behalf of you and/or your organisation in order to access and use the Services. You must ensure that any personal information and information about your organisation you give us when creating an Account is accurate and up-to-date. All personal information that you give to us will be treated in accordance with our Privacy Policy. There are three categories of the subscription plans as described on the Site and as amended by Giraffe at its discretion from time to time, outlined as follows:

(1) Core;

(2) Teams;

(3) Enterprise.

(b) When you create an Account, you will choose a username and password. It is your responsibility to keep your Account details confidential. You are liable for all content posted and all activity on your Account, including purchases made using your Account details and content posted by others who have logins or accounts associated with your Account (such as accounts within your organisation), and you must immediately notify us of any unauthorised use of your Account.

(c) Once you have created an Account and provided you have permission to do so, you may add members of your organisation and/or external consultants to provide them with access to your Account as authorised users, up to the number of licences included in or purchased for your Plan subject to the category of subscription plans, as described on the Site as follows:

(1) Core: 1 user;

(2) Teams: 1 – 10 users;

(3) Enterprise: unlimited.

(d) At our sole discretion, we may refuse to allow any person to create an Account.

3 Collection Notice

(a) We collect personal information about you in order to enable you to access and use the Site, to contact and communicate with you, to provide you with the Services, to respond to your enquiries and for other purposes set out in our Privacy Policy.

(b) We will only disclose information to third parties where required to provide the Services to you, and to creators of Apps with your consent, or as required by law. If you do not provide this consent we may not be able to provide the Services to you.

(c) Our Privacy Policy contains further information about: (i) how we store and use your personal information; (ii) how you can access and seek correction of your personal information; (iii) how you can make a privacy-related complaint; and (iv) our complaint handling process. By providing personal information to us, you consent to us collecting, holding, using and disclosing your personal information in accordance with our Privacy Policy.

(d) Notwithstanding anything to the contrary in these Terms or elsewhere, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services, in an aggregated and anonymized format (Analytics). You agree that we may make such Analytics publicly available, provided that it: (i) does not contain identifying information; and (ii) is not compiled using a sample size small enough to make the underlying data identifiable. We and/or our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content provided in connection with the Analytics, including all intellectual property rights in the foregoing.

4 PaaS Licence

(b) In consideration for payment of the fees, as set out on the Site (Fees), for your chosen monthly, quarterly or annual plan which provides for certain service features and a number of authorised users, as set out in your Account (Plan), we grant you a non-exclusive, nontransferable, non-sublicensable (except as otherwise permitted under these Terms), personal and revocable licence solely to access and use the PaaS Services for the term of your Plan until you terminate your Account in accordance with clause 14(a) (Term) (PaaS Licence).

(c) You agree that:

(1) the PaaS Licence permits you to use the PaaS Services in accordance with the PaaS Services' normal operating procedures;

(2) the PaaS Licence permits you to access and use the PaaS Services in accordance with the number and type of authorised users, as set out in your Account or otherwise agreed by us;

(3) if the number of authorised users is exceeded we may charge a fee for each additional authorised user as specified on the Site; and

(4) we reserve the right at any time and from time to time to: (i) refuse any request in relation to the PaaS Services that we deem inappropriate, unreasonable, illegal or otherwise non-compliant with these Terms; and/or (ii) modify or discontinue, temporarily or permanently, access to the PaaS Services (or any part thereof) in accordance with these Terms; and (iii) change or remove features of the PaaS Services provided that, where there is any material alteration to the PaaS Services in accordance with this clause, we will provide you with 20 business days' notice. If you do not accept any modification or alteration to the PaaS Services, you may terminate your Account in accordance with clause 14(a).

(d) We may contact you to warn you that you have exceeded the included features or other limits of your Plan.

5 Restrictions

(a) You acknowledge and agree that these Terms incorporate by reference the terms of any acceptable use policy as set out on the Site or as provided to you from time to time.

(b) You must not (and must ensure the authorised users do not) access or use the PaaS Services except as permitted by the PaaS Licence and you must not do, omit to do, or authorise any act that would or might invalidate or be inconsistent with our intellectual property rights in the PaaS Services or Platform. Without limiting the foregoing provisions, you must not and must not permit any other person to:

(1) resell, assign, transfer, distribute or provide others with access to the PaaS Services;

(2) "frame", "mirror" or serve any of the PaaS Services on any web server or other computer server over the Internet or any other network (for the avoidance of doubt, this does not include the output of the PaaS Services);

(3) copy, alter, modify, create derivative works from, reproduce to a third party, reverse assemble, reverse engineer, reverse compile or enhance the PaaS Services or Platform;

(4) alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the PaaS Services or Platform;

(5) use the PaaS Services in any way which is in breach of any applicable local, state, federal and international laws and regulations (Laws) or which infringes any person's rights, including intellectual property rights;

(6) except as permitted under these Terms, modify, reproduce, display, publish, distribute, copy, transmit, perform, license, create derivative works from, transfer, sell or re-sell any information, content, software, or materials made available through the Site or the PaaS Services;

(7) use the PaaS Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;

(8) use the PaaS Services in any way that damages, interferes with or interrupts the supply of the PaaS Services;

(9) introduce malicious programs into our hardware and software or our hardware, software and services which are integrated and operate together, including our networks (Systems), including viruses, worms, trojan horses and e-mail bombs;

(10) reveal your Account password to others or allow others to use your Account (other than authorised users);

(11) use the PaaS Services to make fraudulent offers of goods or services;

(12) use the PaaS Services to carry out security breaches or disruptions of a network. Security breaches include accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);

(13) use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person's use of the PaaS Services;

(14) send any unsolicited email messages through or to users of the PaaS Services in breach of the Spam Act 2003 (Cth) or to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages or use the PaaS Services in breach of any person's privacy (such as by way of identity theft or "phishing");

(15) use the PaaS Services to circumvent user authentication or security of any of your networks, accounts or hosts or those of your customers or suppliers;

(16) solicit or entice away, any person or organisation that was our actual or prospective, client, employee, contractor, representative, agent, or developer during the Term; or

(17) use the PaaS Services to conduct any other activities for illegal purposes or misuse the PaaS Services in any other ways.

(c) If you breach clause 5, we may suspend or terminate your access to the PaaS Services and Site at our sole discretion without notice. In addition, we reserve the right to report any such breach to the relevant law enforcement authorities.

6 Support Services

(a) During the Term, we will provide you with the online helpdesk support services set out on the Site (Support Services), provided that (i) you notify us in accordance with any applicable systems and processes set out on the Site and (ii) where required, you assist us in investigating and ascertaining the cause of the fault and provide us with access to all necessary information relevant to the fault (including what you or your personnel have done in relation to the fault).

(b) We reserve the right to refuse any request for or in relation to Support Services that we deem inappropriate, unreasonable, illegal or otherwise non-compliant with these Terms.

(c) Support Services will be provided to you on a non-exclusive basis.

(d) We do not provide support for Customer Apps except to the extent expressly set out in this Agreement or on the Site.

(e) Support Services are not provided to customers on Core or Teams plans. Customers on those plans may access self-service resources and knowledge base materials made available within the Platform but are not entitled to contact live or helpdesk support.

(f) For the avoidance of doubt, the Support Services apply only to Enterprise plans.

7 Your Data

(a) Licence: Solely to the extent required to provide the Services, you grant us a royalty-free, worldwide, irrevocable license to use the information, documents and other data you, your personnel or any authorised users provide to us or upload to the PaaS Services or which we otherwise access in providing the Services or any data provided or written by a Customer App (Data):

(1) to supply the Services (including enabling you, your personnel and authorised users to access and use the PaaS Services); and

(2) for diagnostic purposes.

(b) General: You must, at all times, ensure the integrity of your Data and that your use of your Data is compliant with all Laws. You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to provide all your Data to us and to grant the rights granted to us in these Terms; and (ii) your Data and its transfer to and use by us as authorised by you under these Terms does not violate any Laws (including those relating to export control and electronic communications) or rights of any third party, including any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorised in these Terms is not inconsistent with the terms of any applicable privacy policies. We assume no responsibility or liability for your Data, and you shall be solely responsible for your Data and the consequences of using, disclosing, storing or transmitting it.

(c) Removals: We have no obligation to monitor any content uploaded to the PaaS Services. Nonetheless, if we deem such action necessary for any reason, we may (without limiting our other rights) remove your Data from the PaaS Services. We have no liability to you for removing your Data from the PaaS Services.

8 Your Responsibilities and Obligations

You must, at your expense:

(a) provide us with all materials and all reasonable assistance and cooperation in order for us to supply the Services in an efficient and timely manner, including obtaining from authorised users any consents necessary to allow you and your personnel to engage in the activities described in these Terms and to allow us to provide the Services;

(b) ensure that only your personnel and authorised users access and use the PaaS Services and such use and access is in accordance with the terms and conditions of the PaaS Licence;

(c) ensure all information provided to us is true, accurate, complete and up-to-date and the email address you provide is valid and regularly checked;

(d) make any changes to your computing environment, such as system upgrades, that may be required to support the delivery and operation of any Services;

(e) promptly follow all directions from us in respect with your conduct in connection with the use of PaaS Services;

(f) familiarise and follow any of the policies published by us at all times in connection with provision of the PaaS Services;

(g) comply with all applicable laws and regulations when using the Site and the PaaS Services; and

(h) bear all costs and expenses related to your use of the Site and the PaaS Services.

9 Marketplace

(a) The Site provides a marketplace for you to buy and use Apps if offered on your Plan (the Marketplace). For the avoidance of doubt:

(1) Teams and Enterprise users have the right to buy Apps from the Marketplace;

(2) Core users generally cannot buy Apps from the Marketplace unless otherwise described on the Site or offered on your plan (as amended by us at our discretion from time to time).

(b) If you wish to buy an App, you must select and purchase the App in accordance with the instructions set out on the Site, including paying the specified price for that App (the Price).

(c) You understand that the Marketplace provides an introductory platform only, and that our responsibilities are limited to facilitating the user functionality and availability of the Site and the Platform. We are not a reseller of Apps.

(d) We are not a party to any agreement entered into between a buyer and seller, and have no control over the conduct of buyers, sellers and any other users of the App.

(e) We accept no liability for any aspect of the interaction between you and the seller of the App (the Seller), including but not limited to the description and functionality of the Apps offered for sale.

(f) The Seller may impose certain terms and conditions in relation to your purchase and use of the App, as set out on the Site. You agree to comply with those terms and conditions.

(g) We set out a number of payment methods on the Site. You may use any of these payment methods to complete a transaction on the Marketplace.

(h) Any cancellation, exchange or refund of Apps is strictly a matter between you and the Seller, subject to the terms of any refund policy set out on the site by us.

10 Promotional Discount Codes

We may from time to time issue promotional discount codes for certain Apps or for the PaaS Licence. To claim the discount, you must enter the promotional discount code at the time of purchase through the Marketplace or the Site (as applicable). The conditions of use relating to promotional discount codes will be specified on the Site at the time they are issued.

11 Payment

(a) In consideration for the provision of the Services, you must pay us the Fee for your Plan and any other amount payable to us under these Terms, without set off or delay, via Stripe, credit card or any other payment method set out on the Site as follows:

(1) Core and Teams users: Payment via Stripe and no card fee payable by users;

(2) Enterprise users:

i. bank transfer and/or wire transfer available;

ii. payment via Stripe using a credit card available, only for an amount below the threshold as determined by Giraffe at its discretion;

iii. card convenience fees payable by users (in whole or part, as the case may be).

(b) The Fee for your Plan is payable in advance of the next billing cycle for your Plan and any additional charges will be billed in arrears at the end of the Plan cycle (unless otherwise agreed).

(c) You are responsible for reviewing the pricing schedule, features and limits associated with your Plan, which are available on the Site. The Fee for your Plan is based on the number of authorised users in the month before the commencement of the next Plan billing cycle.

(d) You will be notified (immediately and again after two days) if you exceed the current authorised user allowance for your Plan.

(e) We may send you an invoice for the fees payable or payment confirmation for the fees paid.

(f) If there is a variation to your Plan or PaaS Licence during the Term, we will include the fees due and payable for the variation performed in invoice(s) subsequent to the performance of the variation.

(g) The Fee is non-refundable. To the maximum extent permitted by law, there will be no refunds or credits for any unused Plan (or part thereof), Plan downgrade or unused Accounts. Downgrading your Plan may result in the loss of content, features or capacity of your Account. We do not accept any liability for any losses or damages that may arise in such cases.

(h) We may offer Core users (and Teams users if determined by Giraffe) a free 14 day trial Account with limited features (such as providing you access to and use of certain Apps, but not allowing you to save any work completed on those Apps) designed to allow you to evaluate the Services and make sure it is right for you before signing up for a paid Plan. Any free trial period can change at any time without notice. We have the right to terminate any free trial Account if you are found to be misusing the Services.

(i) If you upgrade or downgrade your Plan, the credit card linked to your Account will automatically be charged the Fee for your new Plan in advance of your next Plan billing cycle. Please ensure that this credit card has sufficient funds to pay the Fee. If your credit card expires and you do not cancel your Account, you will remain responsible for paying the Fee for the Plan, which will accrue to your Account until we receive a cancellation notice. For the avoidance of doubt, this clause does not apply to Enterprise Plans. Enterprise upgrades/downgrades will be invoiced and payable using the payment methods applicable to Enterprise Plans.

(j) All Fees exclude GST and any other taxes of a similar nature, including VAT, sales tax or withholding tax. You are responsible for all taxes, levies or duties imposed by taxing authorities in your own country, and you shall be responsible for payment of them. We have no responsibility to them on your behalf. GST is charged only where applicable in Australia. VAT, sales tax, or similar taxes may be charged in other jurisdictions in accordance with applicable laws for digital SaaS services.

(k) The Fee is subject to change upon 30 days' notice from us to you and will apply to the next Plan billing cycle. Such notice may be provided at any time by posting the changes on our Site, via email or via a notification to your Account. If you do not agree to the Fee change, you may cancel your Account in accordance with clause 14(a).

(l) If any payment is not made in accordance with our payment terms, we may (at our absolute discretion):

(1) immediately cease providing the Services to you and recover as a debt due and immediately payable from you our additional costs of doing so;

(2) charge interest at a rate equal to the Reserve Bank of Australia's cash rate from time to time plus 8% per annum, calculated daily and compounding monthly, on any amounts unpaid after the due date of payment;

(3) engage debt collection services and/or commence legal proceedings in relation to any unpaid amounts; and/or

(4) report you to independent credit data agencies.

12 Intellectual Property Rights

(a) All intellectual property (including copyright) developed, adapted, modified or created by us or our personnel (including in connection with these Terms, the Platform and the Services) will at all times vest, or remain vested, in us. Nothing in these Terms constitutes a transfer of any intellectual property rights (Giraffe IP).

(b) You must not, without our prior written consent:

(1) copy or use, in whole or in part, any of our intellectual property;

(2) breach the intellectual property rights of any third party in using the PaaS Services;

(3) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our intellectual property to any third party; or

(4) breach any intellectual property rights connected with the Site, the Platform or the Services, including (without limitation) altering or modifying any of our intellectual property; causing any of our intellectual property to be framed or embedded in another website; or creating derivative works from any of our intellectual property.

(c) This clause 12 will survive termination of your Account.

13 Indemnity and liability

(a) Despite anything to the contrary, to the maximum extent permitted by the law:

(1) you agree that our maximum aggregate liability arising from or in connection with these Terms (including the Services or the subject matter of these Terms) will be limited to, and will not exceed the total amount of Fees you paid to us for the Services to which your claim relates in the 3 months prior to your claim; and

(2) we will not be liable for any indirect or consequential loss or damage and any loss of profit (including anticipated profit, whether direct, indirect, anticipated or otherwise), loss of revenue or expected saving, loss of business, loss or reduction of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data, regardless of whether any or all of these things are considered to be indirect or consequential losses or damages,

whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

(b) Despite anything to the contrary, to the maximum extent permitted by the law, you agree that we have no liability, and you expressly agree to release and discharge us from all liability, arising from or in connection with any:

(1) any damage, injury or loss to any person or property;

(2) failure or delay by us in providing the Services in a timely manner or at all;

(3) unavailability, outage or interruption to the Services or your Systems; or

(4) breach of these Terms or any Laws, where caused or contributed to by us:

(5) functionality or failure of the Apps;

(6) event or circumstance beyond our reasonable control;

(7) a fault, defect, error or omission in your computing environment or Data; or

(8) act or omission of you, your related parties, personnel or a third-party service provider,

and, in any event, any error, omission or lack of suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Services which are beyond our reasonable control.

(c) Certain legislation including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to our provision of our services which cannot be excluded, restricted or modified (Statutory Rights). Nothing in these Terms attempts to or is to be construed as attempting to exclude, restrict or modify your Statutory Rights. Any and all other warranties or conditions which are not guaranteed by Statutory Rights are expressly excluded and disclaimed where permitted, except to the extent such warranties and conditions are fully expressed in these Terms.

(d) You acknowledge and agree that:

(1) we are not responsible for the actions of the Seller, and have no control over the functionality of the App;

(2) if you have a dispute in relation to any particular App, you will raise such dispute directly with the Seller of the App;

(3) you are responsible for all users using the Services, including your personnel and any authorised users;

(4) you use the Services and any associated programs and files at your own risk;

(5) the technical processing and transmission of the Services, including your Data, may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices;

(6) we may use third-party service providers to host the Services. If the providers of third party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without liability or entitling you to any refund or credit;

(7) the Services may use third party products, facilities or services. You agree and acknowledge that we do not make any warranty or representation in respect of the third-party products, facilities or services;

(8) we do not guarantee that any file or program available for download and/or execution from or via the Services is free from viruses or other conditions which could damage or interfere with Data, hardware or software with which it might be used;

(9) any collation, conversion and analysis of Data performed as part of the Services (whether by the Services or otherwise) is likely to be subject to human input and machine errors, omissions, delays and losses, including any loss of Data; we are not liable for any such errors, omissions, delays or losses which is beyond our reasonable control; and you are responsible for adopting reasonable measures to limit the impact of such omissions, delays losses and errors;

(10) we may relocate the Data to another jurisdiction, in which case we will give you 15 business days' notice and use all reasonable endeavours to minimise the effect of such change on your access and use of the Services;

(11) we are not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by you, your personnel, your related bodies corporate or any authorised users;

(12) we are not responsible for the integrity or existence of any Data on the computing environment, network or any device controlled by you or your personnel; and

(13) we may pursue any available equitable or other remedy against you if you breach any provision of these Terms.

(e) This clause 13 will survive termination of the Account.

14 Termination

(a) Core and Teams users may only terminate your Account by using the Account removal functionality on the Platform with termination taking effect 30 days after the date you submit your cancellation. Enterprise users may only terminate your Account by using the Account removal functionality on the Platform, creating the appropriate support ticket within the help desk section of the Site, or by emailing our support staff. No refunds will be given upon termination in accordance with this clause 14(a).

(b) We may, at any time and at our sole discretion and without liability to you, suspend or terminate your Account either for any reason with a reasonable advance notice, or with immediate effect if you breach any of these Terms. You must ensure that all your Data on the PaaS Services is backed up so that you do not lose your Data if we suspend or terminate your Account. We will generally alert you when we take such action and give you a reasonable opportunity to remedy any breach of these Terms, but if we determine that your actions endanger the operation of the Services or other users, we may suspend or terminate your Account immediately without notice. You will continue to be charged for the Services during any suspension period in which you are in breach of these Terms. If we suspend your Account and you are not in breach of these Terms, we will apply a credit to your Account for the Fees you have paid for any unused portion of your Plan to which the period of suspension relates. If we terminate your Account and you are not in breach of these Terms, we will refund you the Fees you have paid for any unused portion of your Plan. If we terminate your Account and you are in breach of these Terms, no refunds will be given.

(c) If your Account is terminated, then, in addition and without prejudice to any other rights or remedies available, the PaaS Licence will be immediately terminated and your right to use the Services will immediately cease.

(d) Your Plan will automatically renew at the end of the Plan period (and for the same Plan cycle) unless you terminate your Account in accordance with clause 14(a).

(e) In accordance with our Information Security Management policies we will permanently delete your Data within 180 days after the termination of your Account, provided that your Account is not restarted within this time period. We can provide a data destruction certificate upon request only for Enterprise users. If you request us to provide a data destruction certificate, please contact us at [email protected].

15 Customer Apps

(a) Licence to Use SDK: Subject to your compliance with these Terms and the Customer App Acceptable Use Policy, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to use the SDK solely for the purpose of operating, deploying and integrating Customer Apps within the Platform within the Term.

(b) Operation of Customer Apps: Customer Apps may read and write data from the Platform, including but not limited to geometries, layers and user interface state, and may be rendered within an iframe inside the Platform user interface. Customer Apps may interact with other areas of the Platform only through the SDK and only to the extent permitted by your Account permissions and user access rights.

(c) Term and Access Restrictions: You acknowledge and agree that

(1) Customer Apps may only access the Platform within your Term;

(2) Customer App's access is limited by the individual user's permissions within the Platform;

(3) Customer Apps must interoperate with the Platform exclusively via authorised SDK functions and in accordance with the SDK licence, Customer App Acceptable Use Policy or this Agreement;

(4) Customer Apps must not be designed or used to circumvent any authentication, access control or permissioning system within the Platform;

(5) Customer Apps must not, and must not be designed or used to:

i. circumvent authentication, authorisation, access control or permissioning system within the Platform;

ii. impair or degrade Platform performance, security or availability;

iii. access, process or expose Platform data except through permitted SDK methods;

iv. include malware or harmful code; or

v. engage in any activity that infringes third-party rights or violates applicable law.

(6) Customer Apps will be rendered in an iframe or similar sandboxed context unless Giraffe agrees otherwise in writing. You will not misrepresent Customer Apps as native Giraffe features;

(7) Giraffe may require migration to any future versions of Platform or SDK with a reasonable prior notice.

(d) Data and privacy:

(1) Customer Apps may read and write map data (including geometries, layers and UI state) only as permitted by the SDK in compliance with Customer App Acceptable Use Policy and this Agreement;

(2) You are solely responsible for:

i. the data your Customer Apps ingest, generate or output;

ii. obtaining all necessary notices/consents; and

iii. complying with privacy, security and data protection laws.

(3) You must implement industry-standard security controls for Customer Apps, including secure storage of credentials, encryption in transit, least-privilege access, key rotation and vulnerability management;

(4) You will notify Giraffe without undue delay, and in any event within 72 hours, after becoming aware of any actual or suspected unauthorised access to the Platform or Platform data by a Customer App;

(e) Review and monitor of Customer Apps:

(1) We may review Customer Apps, or monitor usage of the Platform and SDK (including Customer Apps), for the purpose of:

i. security or stability;

ii. improvement of the integration of the Customers Apps with the Platform; or

iii. compliance with these Terms and the Customer App Acceptable Use Policy.

For the avoidance of doubt, we are under no obligation to monitor, review, validate or approve any Customer App or its outputs.

(2) Our review or approval of a Customer App does not constitute:

i. an endorsement,

ii. a warranty of technical correctness, security or performance; or

iii. a representation that the Customer App complies with any laws or third-party rights.

(3) We may suspend or disable any Customer App immediately if Giraffe reasonably believes it:

i. poses a security, operational or legal risk;

ii. violates this Agreement or the Documentation; or

iii. infringes third-party rights.

(f) No warranties as to Customer Apps: To the maximum extent permitted by law:

(1) We provide no warranties in relation to any Customer App, including its performance, functionality, quality, reliability, security, or compliance with any specifications or requirements;

(2) We do not warrant that any Customer App will be fit for purpose, error-free or produce accurate, complete, or reliable results when connecting to, interoperating with, or extending the functionality of the Platform;

(3) We are not responsible for, and assume no liability arising from, any code, content, data, configurations, outputs, or other materials incorporated into or generated by any Customer App;

(4) We do not warrant that any Customer App will remain compatible with future versions, updates, or modifications of the Platform or the SDK;

(5) You acknowledge and agree that you use Customer Apps entirely at your own risk, whether such Customer Apps operate within or outside the Platform.

(g) Customer warranties: You represent and warrant that:

(1) Authority – you have obtained all necessary internal approvals and authority from your organisation to develop, deploy and operate Customer Apps on the Platform;

(2) Third-Party IP – your Customer Apps do not infringe the intellectual property rights of any third party;

(3) Third-Party Data Rights – you have obtained all rights, licences and approvals required to access, store, use or incorporate any third-party data (including parcel libraries, GIS datasets or other external datasets) within Customer Apps;

(4) Compliance with Policy – you and your personnel will comply with the SDK licence, Customer App Acceptable Use Policy or this Agreement at all times; and

(5) Security – your Customer Apps will not introduce vulnerabilities, malicious code, or degradation of the Platform, nor interfere with the security, performance or integrity of the Platform.

(h) Ownership and IP:

(1) Customer Ownership. Except for the Giraffe IP, you retain all title to your Customer Apps;

(2) Giraffe Ownership. Giraffe retains all right, title and interest in and to the Giraffe IP. No rights or ownerships are granted to you other than those expressly stated in this Agreement;

(3) Feedback. You assign to Giraffe all right, title and interest in any feedback or suggestions you provide regarding the Platform, SDK or Giraffe IP.

(i) Customer Apps indemnity: You indemnify us against all losses, liabilities, costs (including legal costs on a full indemnity basis), expenses, demands or claims arising out of or in connection with:

(1) any Customer App developed or deployed by you;

(2) any allegation that a Customer App infringes the intellectual property rights of a third party;

(3) your use of third-party data within a Customer App without appropriate authorisation;

(4) any breach of the SDK licence, Customer App Acceptable Use Policy or this Agreement; or

(5) any security incident, data loss or system disruption caused by a Customer App.

(j) Limitation of Liability: To the maximum extent permitted by law, Giraffe will not be liable for any loss or damage arising from or related to any Customer App, including loss of data, loss of profits, or indirect, incidental, consequential or special damages.

(k) Termination:

(1) Upon termination or expiry of the Agreement or your relevant subscription:

i. your licence to the SDK terminates;

ii. you must cease using and promptly delete SDK materials in your possession or control; and

iii. Customer Apps must cease interacting with the Platform.

(2) Clause 15(d) and clauses 15(f)-(l) survive termination.

(l) Interactions with other Terms:

(1) Unless otherwise expressly set out in this Agreement, nothing in this clause 15 (Customer Data) affects, limits or removes any other terms and conditions of this Agreement;

(2) In the event of any inconsistency between this clause 15 and any other clauses of the Agreement in relation to (and only in relation to) Customer Apps, this clause 15 will prevail.

16 Giraffe AI Chat

(a) Availability: Giraffe AI Chat is an optional feature of the Platform that is made available only to Enterprise users, or users of such other plans as we may determine from time to time and describe on the Site (AI Chat)

(b) Functionality: AI Chat enables authorised users to access AI-assisted chat functionality within the Platform. AI Chat operates by allowing you to connect your own third-party AI service credentials to the Platform, which is a Claude Console API key as currently allowed by Giraffe and may extend to other AI tools as determined by Giraffe from time to time.

For the avoidance of doubt:

(1) we do not provide, license, host, or control the underlying AI model; and

(2) AI Chat is a Platform feature only and is separate from Customer Apps.

(c) Customer-Provided Credentials: You are solely responsible for:

(1) supplying, configuring, maintaining, and securing any third-party API keys or credentials used in connection with AI Chat;

(2) ensuring your use of AI Chat complies with the terms and conditions of the relevant third-party AI provider; and

(3) all costs, fees, and charges associated with the use of such third-party services.

For the avoidance of doubt, we are not responsible for any unauthorised access, suspension, or termination of third-party AI services arising from your use of AI Chat or your failure to comply with third-party terms.

(d) Use of Inputs and Outputs: You acknowledge and agree that:

(1) any prompts, inputs, data, or content submitted via AI Chat are provided at your discretion and risk; and

(2) any outputs generated by AI Chat are provided on an "as is" basis.

For the avoidance of doubt, you are solely responsible for reviewing, verifying, and validating all outputs before relying on them for any purpose, including design, financial, planning, legal, or regulatory decisions.

(e) No Warranties: To the maximum extent permitted by law, we make no representations or warranties that outputs generated through AI Chat:

(1) will be accurate, complete, reliable, lawful, or up to date;

(2) will meet your requirements or expectations; or

(3) will be suitable for any particular purpose.

For the avoidance of doubt, you acknowledge and agree that AI Chat does not constitute professional advice of any kind.

(f) Compliance and Responsibility: You must ensure that your use of AI Chat complies with:

(1) all applicable laws and regulations (including data protection and AI-related laws); and

(2) all third-party intellectual property, privacy, and contractual rights.

For the avoidance of doubt, you are solely responsible for determining whether AI Chat may be used with any personal data, confidential information or regulated data.

(g) Suspension or Withdrawal: We may suspend, modify, or withdraw AI Chat at any time, including but not limited to where we reasonably believe that:

(1) its use poses a security, legal, or operational risk; or

(2) continued availability is no longer commercially or technically viable.

For the avoidance of doubt, withdrawal of AI Chat does not give rise to any refund or compensation.

17 General

(a) Subcontracting: We may engage subcontractors to perform the Services on our behalf.

(b) Force Majeure: If a party (Affected Party) is unable to perform any of its obligations under these Terms due to an event or circumstance beyond its reasonable control (Force Majeure) and it gives the other party prompt written notice of such, the Affected Party's obligations shall be suspended to the extent necessary. The Affected Party must use reasonable efforts to limit the impact of the event on its performance and must continue to perform its obligations in full as soon as the Force Majeure ceases.

(c) Disputes: Neither party may commence court proceedings relating to any dispute arising from, or in connection with, these Terms without first meeting with a senior representative of the other party to seek (in good faith) to resolve that dispute (unless that party is seeking urgent interlocutory relief or the dispute relates to compliance with this provision).

(d) Notices: Any notice given under these Terms must be in writing and addressed to us at the details set out below or to you at the details provided when setting up your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of email.

(e) Waiver: Any failure or delay by a party in exercising a power or right (either wholly or partly) in relation to these Terms does not operate as a waiver or prevent a party from exercising that power or right or any other power or right. A waiver must be in writing.

(f) Relationship of parties: These Terms are not intended to create a partnership, joint venture or agency relationship between the parties.

(g) Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions.

(h) Assignment: You must not assign any rights or obligations under these Terms, whether in whole or in part, without our prior written consent.

(i) Entire agreement: These Terms contain the entire understanding and agreement between you and us in respect of their subject matter.

(j) Amendment: You agree that we may, at any time and at our sole discretion, vary these Terms by publishing varied terms on the Site. Such variation will take effect at the commencement of your next Plan billing cycle and you agree to be bound by them. Prior to the commencement of each Plan billing cycle, we recommend you carefully read the terms that are in effect at that time to ensure you understand them. If you do not accept the varied terms, you may terminate your Account in accordance with clause 14(a).

(k) Governing law: These Terms are governed by the laws of New South Wales, Australia. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in New South Wales, Australia and any courts entitled to hear appeals from those courts and waive any rights to object to proceedings being brought in those courts. The Services may be accessed in Australia and overseas. We make no representation that the Services complies with the laws (including intellectual property laws) of any country outside of Australia. If you access the Services from outside Australia, you do so at your own risk and are responsible for complying with the laws in the place you access the Services.

Contact

For any questions, please contact us at:

Giraffe Technology Pty Ltd
ACN 627 711 979
Email: [email protected]

Last update: April 2026