Geoscape Developer | Geoscape Data End User Licence Agreement (Geoscape Data EULA)
This Geoscape Data EULA is about your use of Geoscape data, which is to be supplied to you by your developer (Developer) through an application or integrated solution (Geoscape Data).
In this Geoscape Data EULA:
- Geoscape Australia, we, us and our refer to PSMA Australia Ltd trading as Geoscape Australia ABN 23 089 912 710 of Unit 6, 113 Canberra Avenue, Griffith in the Australian Capital Territory; and
- End User, you and your refer to the individual or organisation accessing Geoscape Data through a Developer application or integrated solution.
We’ve included a summary of the key parts of this Geoscape Data EULA on the left side. However, it’s the words on the right side that are legally binding.
If you have any questions about this Geoscape Data EULA or use of Geoscape Data or Derived Material, please contact your Developer or support@geoscape.com.au.
By accessing Geoscape Data through a Developer application or integrated solution, you agree to be bound by the terms of this Geoscape Data EULA.
If you do not agree with the terms of this Geoscape Data EULA, you must not access or use Geoscape Data in any way.
Acceptance on behalf of an organisation: If you will be using Geoscape Data on behalf of an organisation (for example, your employer), you enter into this Geoscape Data EULA for and on behalf of that organisation and promise us that you have authority to bind that organisation to this Geoscape Data EULA.
You’re permitted to use Geoscape Data (and material you create using it) for as long as you like personally or internally within your own business for the purposes of your day-to-day business operations.
However, we can revoke these rights if you breach this agreement with us or your agreement with your Developer.
You mustn’t:
- provide Geoscape Data (or material you create using it) to others;
- use Geoscape Data to develop capability, products or other material for commercialisation; or
- reverse engineer Geoscape Data or otherwise attempt to derive any process or source code used to create it.
If you want to do any of these things, please contact us at support@geoscape.com.au to discuss your licensing options.
You can allow your contractors to use Geoscape Data (and material you create using it) on your behalf, but you’re responsible for their use and making sure it corresponds with this agreement.
1. Licence grant, permitted use and usage restrictions
1.1 We grant you a world-wide, non-exclusive, perpetual, revocable, non-transferable licence to use Geoscape Data and any Derived Material:
(a) if you are an individual, for your own personal use; or
(b) if you are an organisation, internally within your own business for the purposes of your day-to-day business operations,
in accordance with the terms of this Geoscape Data EULA (Licence).
1.2 Either Geoscape Australia or your Developer may revoke your Licence with immediate effect by notice to you if you breach this Geoscape Data EULA or your agreement with your Developer.
1.3 Except with our prior written consent, you must not:
(a) make Geoscape Data or any Derived Material available to any other person or organisation, or, if you are a government entity, any other government department, agency, authority or corporation;
(b) use Geoscape Data or Derived Material to develop capability (including machine learning capability), products, services, outputs or other material (including machine learning algorithms) for commercialisation or potential commercialisation; or
(c) reverse engineer Geoscape Data or Derived Material or otherwise attempt to derive any processes, data structures, algorithms or source code used to create Geoscape Data.
1.4 Notwithstanding the restrictions above, you may allow your contractors to use Geoscape Data and Derived Material on your behalf and exclusively for your benefit on the condition that:
(a) you are responsible for your contractors’ use of Geoscape Data and Derived Material being in accordance with this Geoscape Data EULA and your agreement with your Developer, as though your contractors are you;
(b) any use of Geoscape Data or Derived Material that is not in accordance with this Geoscape Data EULA or your agreement with your Developer will be deemed to be a breach of this Geoscape Data EULA and your agreement with your Developer;
(c) you ensure that your contractors stop using Geoscape Data and Derived Material and do not retain any copies of Geoscape Data or Derived Material when they complete their work for you; and
(d) you ensure that any revocation of your Licence will result in a corresponding revocation of your contractors’ rights to use Geoscape Data or Derived Material.
Intellectual property is important to us and we always reserve our rights.
2. Intellectual Property Rights
2.1 There is no transfer of any Intellectual Property Rights in Geoscape Data under this Geoscape Data EULA. We reserve any Intellectual Property Rights not expressly granted to you under this Geoscape Data EULA.
Geoscape Data is subject to the Geoscape Copyright Notice and Disclaimer.
You should read it for yourself, but in summary it:
- acknowledges our copyright in Geoscape Data and the copyright of our data providers
- explains that Geoscape Data is provided ‘as is’
- excludes liability for losses arising from using Geoscape Data.
You must include the Geoscape Copyright Notice and Disclaimer with copies of Geoscape Data (and any material you create using it) and you mustn’t remove copyright and disclaimer information embedded in responses.
Some of the source data we use is open and may be licensed directly to you under an open licence.
Information about any such open data and its open licence terms is in the Geoscape Copyright Notice and Disclaimer.
3. Copyright information and open data
3.1 Geoscape Data is subject to the Geoscape Copyright Notice and Disclaimer.
3.2 You must take all reasonable steps to ensure that Geoscape Data and any Derived Material bear or appropriately reference the copyright and disclaimer information set out in the Geoscape Copyright Notice and Disclaimer. This information must be no less prominent than any other copyright information provided.
3.3 Where a reference to the Geoscape Copyright Notice and Disclaimer is embedded in the Developer application or integrated solution responses, you must not remove those references.
3.4 You acknowledge that:
(a) Geoscape Data may be derived from or based on Open Data;
(b) notwithstanding any other provision of this Geoscape Data EULA, to the extent that any such Open Data subsists in Geoscape Data, it is licensed directly to you under its open licence terms and is not licensed under this Geoscape Data EULA; and
(c) information about any such Open Data and its open licence terms is set out in the Geoscape Copyright Notice and Disclaimer.
We both agree to keep each other’s confidence and only use each other’s Confidential Information for the purposes contemplated by this agreement.
If either of us suspects a breach of the other’s confidentiality, we must immediately let each other know and try to stop any further unauthorised use or disclosure.
4. Confidentiality
4.1 Both parties:
(a) may use each other’s Confidential Information solely for the purposes reasonably contemplated by this Geoscape Data EULA;
(b) subject to 4.1(c) must keep confidential each other’s Confidential Information; and
(c) may disclose each other’s Confidential Information only:
(i) to their employees, contractors and professional advisors who:
(A) are aware and agree that the Confidential Information must be kept confidential; and
(B) have a need to know the Confidential Information (and only to the extent that each has a need to know);
(ii) as required by law or securities exchange regulation; or
(iii) with the prior written consent of the other party.
4.2 Each party must notify the other immediately if they become aware of any breach of confidentiality in respect of the other’s Confidential Information and must take all reasonable steps necessary to prevent further unauthorised use or disclosure of the Confidential Information.
You mustn’t breach any privacy laws or do anything that might cause us to breach our obligations under privacy laws.
You must protect Personal Information by setting up appropriate safeguards and security measures. You promise that you have appropriate consent to give us any Personal Information that you provide.
5. Privacy
5.1 You must comply (and ensure that your personnel are aware of and comply) with all Privacy Laws and any recommendations made or guidelines issued by the Office of the Australian Information Commissioner.
5.2 You must:
(a) take all reasonable steps to protect Personal Information in your possession or control from misuse, loss, unauthorised access, modification or disclosure, including by implementing and maintaining appropriate administrative, physical, and technical safeguards and security measures; and
(b) not do (or omit to do) anything with respect to Personal Information that causes or is likely to cause us to be in breach of our obligations under any Privacy Laws.
5.3 You warrant that you have appropriate consent to disclose any Personal Information that you provide to us in connection with this Geoscape Data EULA.
You must use Geoscape Data (and any material you create using it) securely and keep any copies safe from unauthorised access.
You need to monitor your systems for Data Breaches. If you become aware of a breach or that one may occur, you need to tell us promptly.
You must try to contain any breach and remedy or limit any damage caused. You also need to provide us with a report about what happened, cooperate with us and take action to make sure that kind of breach doesn’t happen again.
6. Security
6.1 You must take all reasonable steps to ensure you keep Geoscape Data and Derived Material secure from misuse, loss, unauthorised access, modification or disclosure.
6.2 You must, in accordance with your industry best practice, monitor any systems used by you to access, process, hold or store Geoscape Data or Derived Material for Data Breaches.
6.3 If you become aware of a Data Breach or potential Data Breach, you must:
(a) notify us as soon as practicable;
(b) use your best endeavours to promptly identify the cause of the Data Breach or potential Data Breach;
(c) use your best endeavours to prevent any potential Data Breach from becoming an actual Data Breach;
(d) promptly take all reasonable steps to contain a Data Breach and remedy or limit any damage caused;
(e) promptly provide us with a written report that covers the cause (or suspected cause) of the Data Breach or potential Data Breach, your procedure for containing it, any damage caused and the steps taken to remedy or limit any damage; and
(f) promptly disclose to us any information relevant to a Data Breach or potential Data Breach as reasonably requested by us; and
(g) co-operate with us and provide us with all reasonable assistance in investigating a Data Breach or potential Data Breach; and
(h) take all necessary steps to prevent any recurrence of a Data Breach or potential Data Breach.
We can audit you if we give you at least 7 days’ notice. You must cooperate and give us the information and access we need to do so.
If an audit reveals that you haven’t met your obligations, you’ll need to fix that, and your access may be suspended until you do.
If you’ve seriously breached this agreement, you’ll need to pay the audit cost.
7. Audit
7.1 We may conduct an audit at any time on not less than seven days’ notice to you.
7.2 You must, on request by us or our nominee, provide all requested documents and materials that relate to this Geoscape Data EULA and allow all necessary access to your systems and relevant employees, officers, agents, contractors and other representatives to verify compliance with this Geoscape Data EULA (including your privacy and data security obligations).
7.3 If an audit identifies any non-compliance with your obligations under this Geoscape Data EULA:
(a) you must take all reasonable actions necessary to address the relevant non-compliance to our reasonable satisfaction; and
(b) we may suspend your Licence (and your Developer may suspend your access to its application or integrated solution) until such a time as you take all reasonable actions in accordance with clause 7.3(a).
7.4 Where an audit reveals that you have materially breached this Geoscape Data EULA, you must pay for the cost of our audit.
7.5 Nothing in this clause 7 limits our ability to revoke your Licence or your Developer’s right to terminate your access to its application or integrated solution.
Things change and eventually come to an end. Over time, that may include some of our products and services.
Your Developer will manage any modification or discontinuation of Geoscape Data with you.
8. Modification or discontinuation
8.1 You acknowledge that we may:
(a) modify the features and functions of our services that your Developer uses in its application or integrated solution, including the Geoscape Data delivered through them; and
(b) discontinue the availability of any services that your Developer uses in its application or integrated solution or Geoscape Data,
at our discretion.
8.2 Your Developer will manage with you any modification or discontinuation of the Geoscape Data supplied to you through your Developer’s application or integrated solution.
We might also need to change this agreement to reflect changes in our business or the law, or to prevent harm.
We will tell you about any such changes, in advance where possible.
9. Changes to this Geoscape Data EULA
9.1 We may change the terms of this Geoscape Data EULA to reflect changes in our services or how we do business, for legal, regulatory, or security reasons, or to prevent abuse or harm.
9.2 Your Developer or Geoscape Australia will give you notice of any such changes, in advance where we can reasonably do so.
We provide Geoscape Data ‘as is’. This means that, we don’t make any promises about how accurate, complete, or fit for purpose it is.
We think Geoscape Data is valuable. But you acknowledge that you need to make up your own mind about that, and not rely on what anyone else says it can do for you.
We don’t have any liability to you under this agreement.
All this is subject to any rights you may have under the Australian Consumer Law.
10. Disclaimers and liability
10.1 Geoscape Data is provided ‘as is’ and we do not make any representations or provide any warranties (express or implied) about the accuracy or completeness of Geoscape Data or its fitness for any particular purpose.
10.2 You acknowledge that you have made your own assessment of Geoscape Data and have not relied on any information or advice given by us, our source data providers, or any person purporting to represent us or them regarding Geoscape Data and whether it is reasonably fit for any purpose for which it will be used by you.
10.3 To the maximum extent permitted by law, we are not liable to you for any Losses suffered by you in connection with this Geoscape Data EULA, however caused, including by our negligence.
10.4 Notwithstanding the above, if you are a Consumer, nothing in this Geoscape Data EULA should be interpreted as attempting to exclude, limit or modify Consumer Guarantees available to you under the Australian Consumer Law that cannot be excluded, restricted or modified. Your remedies for any breach of a Consumer Guarantee that cannot be excluded, will, to the extent permitted by law, be limited at our option to replacing or repairing the Geoscape Data or supplying equivalent data, or paying the cost of replacing or repairing the Geoscape Data.
Geoscape Data is created using source data from a range of providers.
Our source data providers don’t have any liability to you.
11. Source data providers
11.1 You acknowledge and agree that:
(a) Geoscape Data may include, be derived from or based on source data from third party providers;
(b) our source data providers have not provided any representations or warranties (express or implied) about the accuracy or completeness of their source data or Geoscape Data, or their fitness for any particular purpose; and
(c) our source data providers may rely on the disclaimers and acknowledgements set out in this Geoscape Data EULA to the extent that they relate to their source data; and
(d) our source data providers will not be liable to you for any inaccuracy or incompleteness of their source data or Geoscape Data, or any use of Geoscape Data by you.
We’re always looking to improve our products and services. So, we may collect information about your use of your Developer’s application or integrated solution.
We also encourage you to let us know if you identify any errors or have ideas about improvements.
We can use and disclose any such information to improve our products and services. And we will handle it in accordance with privacy laws and our privacy policy.
If any such information is incorporated into our products and services, it will belong to us and we can provide it to other customers.
12. User Data
12.1 When you use the Developer application or integrated solution, we may monitor that use and collect information about it, including information that you process through the Developer application or integrated solution (User Data).
12.2 User Data also includes any information you provide to us or your Developer about errors, suggested corrections or improvements to our products or services.
12.3 We may use User Data and disclose it to third parties for the purposes of improving our products and services.
12.4 If User Data includes Personal Information, we will handle it in accordance with Privacy Laws and our privacy policy. We will use reasonable endeavours to de-identify User Data before it is:
(a) incorporated within our products or services; or
(b) disclosed to third parties for the purposes of improving our products and services.
12.5 If any User Data is incorporated within our products or services, any Intellectual Property Rights in it as it forms part of our products or services vest in us upon creation. The incorporation of User Data does not restrict our rights to distribute our products and services to our other customers.
You agree to cover our losses that result from any misuse of our products or services by or through you, or any use of material created using Geoscape Data.
We must try to mitigate any Losses we do suffer and if our own negligence contributes to a Loss, we can’t recover from you to that extent.
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13. Indemnity
13.1 You agree to indemnify us and our directors, officers, employees, agents, and contractors from and against all Claims and Losses reasonably incurred as a result of any use:
(a) by or through you of Geoscape Data or Derived Material for a purpose or in a manner that is not permitted by this Geoscape Data EULA; or
(b) of, or inability to use, any Derived Material created pursuant to this Geoscape Data EULA.
13.2 We have a duty to mitigate any Loss that would otherwise be recoverable from you by taking appropriate and commercially reasonable steps to reduce or limit the amount of such Losses.
13.3 Your liability to indemnify us will be reduced proportionally to the extent that any negligent act or omission of ours contributed to the Claim or Loss.
14. Definitions
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and any equivalent State or Territory legislation.
Claim means any claim, demand, suit, action or proceeding whether arising under contract (including under this agreement), in tort (including negligence), at common law, in equity, under statute, indemnity or otherwise.
- Confidential Information means all information and other content disclosed by the parties to each other, excluding information that:
- is public knowledge or becomes available to a party from a source other than the other party (otherwise than as a result of a breach of confidentiality); or
- is rightfully known to, or in the possession or control of a party and not subject to an obligation of confidentiality in accordance with the terms of this Geoscape Data EULA.
Notwithstanding the above, Geoscape Data is Confidential Information even if it includes or makes use of facts that are public knowledge (for example, building data for Sydney would be confidential, even if individual building addresses are public).
- Consumer has the meaning provided to it in section 3 of the Australian Consumer Law.
- Consumer Guarantee means a guarantee provided under Division 1 of Part 3-2 of the Australian Consumer Law.
- Data Breach means any:
- (a) loss of; or
- (b) unauthorised access to, use of, viewing, extraction, copying, transmission, disclosure or modification of,
Geoscape Data, Derived Material or Personal Information.
Derived Material means any product, service, output or other material that is created or developed using Geoscape Data, which may or may not contain some Geoscape Data, and includes any product, service, output or other material that is created or developed using Derived Material. For example, any output that is created using Geoscape Data is Derived Material, and so is any secondary output that is created from that first output.
Developer has the meaning given to it in the first paragraph of this Geoscape Data EULA.
- Geoscape Copyright Notice and Disclaimer means the webpage available through the Geoscape Australia website that sets out the copyright and disclaimer information for Geoscape Data, as updated by us from time to time.
Geoscape Data has the meaning given to it in the first paragraph of this Geoscape Data EULA.
Intellectual Property Rights means any and all intellectual and industrial property rights anywhere in the world including, but not limited, to the rights comprised in any copyright (including database rights), trade marks, patents, confidential information (including Confidential Information) and trade secrets, know-how and processes.
Loss means any loss, liability, cost (including all legal costs, and any other associated fees and costs), expense, damage, charge, penalty, outgoing or payment however arising, whether present, unascertained, immediate, future or contingent.
- Open Data means any data subject to an open licence and includes the data described in the Geoscape Data Copyright and Disclaimer as being open data.
- Personal Information has the meaning given in the Privacy Act 1988 (Cth).
- Privacy Laws means:
- the Privacy Act 1988 (Cth), including the Australian Privacy Principles;
- any applicable privacy code approved under the Privacy Act 1988 (Cth); and
- any other applicable laws or codes governing Personal Information,
as amended or replaced from time to time.
User Data has the meaning given to it in clause 12.
All other terms have their plain English meaning. If you are unsure about the meaning of any terms used, please contact your Developer or support@geoscape.com.au.