This Associate Programme Service Agreement (“Agreement”) is by and between you (“Associate”) and LithodomosVR Pty. Ltd. (A.C.N. 613 132 371), an Australian company, having its registered address at 14 Fourth Ave, Brunswick, Victoria, Australia, and mailing address at Rialto, L2 Podium East, 525 Collins Street, Melbourne, VIC 3000, Australia (“Lithodomos”).

By submitting the registration form and ticking the acceptance checkbox, the Associate agrees to be bound by the terms of this Agreement.

1. Definitions

1.1 “Activation” means an instance of access to or use of a Lithodomos Product by or for a Customer, guest, passenger, tour participant or other end user, as recorded by Lithodomos’ systems.

1.2 “Activation Fee” means the fee payable by the Associate to Lithodomos for each Activation, at the price specified in the online registration form or otherwise agreed in writing between the parties.

1.3 “Price per Activation” means the Activation Fee shown in the registration form at the time of acceptance, unless otherwise agreed in writing.

1.4 “Customer” means any guest, passenger, tour participant or other end user of the Associate to whom access to a Lithodomos Product is provided.

1.5 “Lithodomos Product” means the Ancient World audio, AR, VR, 360° and related digital heritage experiences and content made available by Lithodomos, including any updates and replacements.

1.6 “Confidential Information” means any non-public information disclosed by either party to the other in connection with this Agreement.

2. Grant of Right to Use

2.1 Subject to the terms of this Agreement, Lithodomos grants to the Associate a non-exclusive, non-transferable, revocable right to make Lithodomos Products available to its Customers in connection with the Associate’s tours, routes, sites or other services agreed between the parties.

2.2 The Associate shall not sub-license, resell, copy, modify, reverse engineer, or create derivative works of the Lithodomos Products without the prior written consent of Lithodomos.

3. Associate Responsibilities

3.1 The Associate shall promote and provide access to the Lithodomos Products in a manner consistent with this Agreement and any operational guidelines supplied by Lithodomos.

3.2 The Associate shall ensure that staff and hosts responsible for delivering the Lithodomos Products to Customers are appropriately trained and informed.

3.3 The Associate shall not make any representation or warranty in respect of the Lithodomos Products beyond those provided in writing by Lithodomos.

4. Lithodomos Responsibilities

4.1 Lithodomos shall make the Lithodomos Products available to the Associate’s Customers via the agreed access method (including but not limited to QR code, link or other digital delivery).

4.2 Lithodomos shall maintain reasonable systems for recording Activations and shall make Activation reports available to the Associate on request.

4.3 Lithodomos may, from time to time, update, modify or replace the Lithodomos Products at its discretion.

5. Intellectual Property

5.1 All intellectual property rights in and to the Lithodomos Products, including all content, software, designs, scripts, audio, imagery and 3D reconstructions, are and shall remain the exclusive property of Lithodomos or its licensors.

5.2 Nothing in this Agreement transfers any ownership of intellectual property to the Associate.

5.3 The Associate shall not remove, alter or obscure any proprietary notices or branding contained within the Lithodomos Products.

6. Fees; Payment

6.1 The Associate shall pay Lithodomos the Activation Fee for each Activation of a Lithodomos Product by or for the Associate’s Customers, guests, passengers, tour participants or other end users.

6.2 The Activation Fee shall be the price per activation specified in the online registration form accepted by the Associate, unless otherwise agreed in writing between the parties.

6.3 Lithodomos will record Activations through its systems and will use those records as the basis for monthly invoicing.

6.4 Lithodomos will invoice the Associate at the end of each calendar month for Activations recorded during that month.

6.5 Invoices are payable within seven (7) days of issuance unless otherwise agreed in writing.

6.6 The Associate is responsible for ensuring that the billing details supplied to Lithodomos are accurate and up to date.

6.7 Unless otherwise stated in writing, the Activation Fee is exclusive of any applicable taxes, duties, bank charges, currency conversion charges or transfer fees, which shall be the responsibility of the Associate.

6.8 Lithodomos makes no guarantee, warranty or representation as to the number of Activations that may be generated by the Associate.

7. Confidentiality

7.1 Each party shall keep confidential all Confidential Information of the other and shall not disclose it to any third party other than as required to perform its obligations under this Agreement or as required by law.

7.2 This obligation shall survive termination of this Agreement.

8. Term and Termination

8.1 This Agreement shall commence on the date of acceptance by the Associate and shall continue until terminated in accordance with this Section 8.

8.2 Either party may terminate this Agreement for convenience by providing thirty (30) days’ written notice to the other party.

8.3 Either party may terminate this Agreement immediately on written notice if the other party commits a material breach which is not cured within fourteen (14) days of written notice.

8.4 On termination, any Activation Fees accrued up to the date of termination shall remain payable in accordance with Section 6.

9. Warranties and Liability

9.1 Each party warrants that it has the authority to enter into and perform this Agreement.

9.2 To the maximum extent permitted by law, the Lithodomos Products are provided “as is” and Lithodomos disclaims all other warranties, express or implied.

9.3 To the maximum extent permitted by law, the total aggregate liability of Lithodomos under this Agreement shall not exceed the total Activation Fees paid by the Associate to Lithodomos in the twelve (12) months immediately preceding the event giving rise to the liability.

9.4 Neither party shall be liable for any indirect, incidental, special or consequential loss.

10. General

10.1 This Agreement constitutes the entire agreement between the parties relating to its subject matter.

10.2 This Agreement shall be governed by the laws of the State of Victoria, Australia.

10.3 Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of Victoria, Australia.

10.4 Notices to Lithodomos under this Agreement shall be sent to:

LithodomosVR Pty. Ltd.
ATTN: Managing Director
Rialto, L2 Podium East
525 Collins Street
Melbourne, VIC 3000
Australia

Registered address: 14 Fourth Ave, Brunswick, Victoria, Australia.