These Terms legally bind you where you:
- access our Website; or
- register for a Geoscape Account to access Geoscape Data on Demand and agree to these Terms when prompted.
You agree that when you register a Geoscape Account or access our Website, you do so on behalf of your organisation, unless you are clearly registering an account or accessing our Website as an individual.
Where you register a Geoscape Account or access our Website on behalf of your organisation (as its employee, officer, agent, contractor or other representative), you warrant to us that you have full legal authority to bind your organisation to these Terms.
We’ve included a brief explanation of each part of these Terms on the left side to help you understand them. However, it’s the words on the right side that legally bind you.
We provide access Sample Data so that you can assess the data we offer and decide whether it is suitable for your business.
Sample Data is free, but your licence to use it is very limited. You must only use it to evaluate its suitability. You must not use it in any commercial way.
It’s also important that you don’t change any names or notices on our Sample Data to make it less clear who owns it.
At the end of any period we have set for you to evaluate the Sample Data, you must permanently delete it.
We make no representation or warranties regarding this Sample Data, except that we are allowed to give it to you and that your evaluation of it won’t breach anyone else’s rights.
You can download Sample Data that we explicitly make available for download, but you mustn’t download, extract, scrape or otherwise harvest any other data from Geoscape Data on Demand or our Website.
1. Evaluating our Sample Data
1.1 From time to time we may make Sample Data available through Geoscape Data on Demand or our Website.
1.2 We grant you a limited, worldwide, non-exclusive, non-sublicensable, non-transferrable licence to use Sample Data strictly for the purpose of internally evaluating the suitability of the Sample Data and Geoscape Data on Demand for your business needs (the Permitted Purpose) in accordance with these Terms.
1.3 You must not commercially exploit Sample Data in any way, including by using it to develop capability (including machine learning capability), products, services, outputs or other material (including machine learning algorithms) for commercialisation or potential commercialisation.
1.4 You must not remove, deface, change, distort, delete or cover up:
(a) any name or mark on the Sample Data which indicates that we are the owner of the Data; or
(b) any copyright or other proprietary notices which appear in writing on or in any part of the Sample Data.
1.5 Your licence to use Sample Data may be:
(a) limited to a trial period nominated by us, which we may change by notice to you; and
(b)subject to other restrictions or limitations notified to you by us from time to time.
1.6 At the end of any trial period nominated by us under clause 1.5(a), you must permanently delete any copies of Sample Data in your possession or control and, if requested by us, provide us with evidence or a statutory declaration satisfactory to us that you have permanently deleted the Sample Data.
1.7 The Sample Data is provided ‘as is’ and neither we, nor our source data providers make any representations or give any warranties regarding the accuracy or completeness of the Sample Data, or that the Sample Data is suitable for your particular business needs.
1.8 We warrant that we are entitled to grant you the licence to use the Sample Data pursuant to clause 1.2 and that the grant of that licence does not infringe the Intellectual Property Rights of any third party.
1.9 You may download Sample Data that we explicitly make available for download. However, you must not otherwise download, extract, scrape or otherwise harvest data from Geoscape Data on Demand or our Website.
If you’re an organisation, you can authorise people within your organisation to use your Geoscape Account on the organisation’s behalf. We call them your Authorised Users.
However, you’re responsible for what your Authorised Users do and you must make sure they comply with these Terms on behalf of your organisation.
2. Authorised Users
2.1 You may authorise your employees, officers, agents, contractors and other representatives to use your Geoscape Account on your behalf and exclusively for your benefit. In these Terms, they are known as your Authorised Users.
2.2 You are responsible for ensuring that your Authorised Users use your Geoscape Account in accordance with these Terms, as though they are you.
We may change the features or functions of Geoscape Data on Demand and our Website from time to time without notice. We’re not obliged to make any changes for you.
We may also change these Terms from time to time. If you have a Geoscape Account with us, we will let you know about these changes in advance.
If you don’t want your Geoscape Account to continue because of changes to these Terms, you should close your Geoscape Account. You may also terminate any Subscription Agreement you have with us. If you do terminate your Subscription Agreement because we’ve changes these Terms, we’ll give you a refund for any unused data credits.
3.1 We may vary the features, functions, content and other benefits available to you and your Authorised Users as part of Geoscape Data on Demand and our Website from time to time, without providing prior notice of the variation to you.
3.2 Nothing in these Terms imposes any obligation on us to develop, release or install for you any content, updates, upgrades, patches, bug fixes, new releases or new versions in relation to Geoscape Data on Demand or our Website.
3.3 You agree that we may vary these Terms from time to time. If you have a Geoscape Account, we will give you notice of any changes to these Terms, and these changes will take effect 30 days from the date on which we give you notice. If you do not want your Geoscape Account to continue after we have changed these Terms, you should close your Geoscape Account and terminate any Subscription Agreement you have with us. If you do terminate a Subscription Agreement under this clause, we will refund to you any amounts you have already paid for Data Credits (as defined in your Subscription Agreement) that you will not use.
Not everything on Geoscape Data on Demand or our Website is ours. You acknowledge that we may use third parties for some features and functionality, and that additional third party terms apply when we do.
Since we can’t control them, we don’t make any representations or give any warranties about Third Party Applications.
4. Third Party Applications
4.1 Geoscape Data on Demand and our Website interact with Third Party Applications, and require Third Party Applications or Third Party Providers to be used for particular features or functionality.
4.2 You acknowledge that these Third Party Applications are subject to the Third Party Provider Terms set out in clause 4.4, and you must ensure that your use (including use by any Authorised User) of these Third Party Applications complies with the relevant Third Party Provider Terms.
4.3 We do not make any representations or give any warranties regarding Third Party Applications.
4.4 The Third Party Applications used by Geoscape Data on Demand and our Website include those listed below, which are subject to the following terms (Third Party Provider Terms):
(a) Apollo Graph Manager:
(i) terms of service: https://www.apollographql.com/Apollo-Terms-of-Service.pdf;
(b) Amazon Web Services: https://aws.amazon.com/legal/;
(c) Intercom: https://www.intercom.com/terms-and-policies#terms;
(i) terms of service: https://helphero.co/terms;
(e) Mapbox: https://www.mapbox.com/legal/tos/;
(f) Sentry: https://sentry.io/terms/; and
(i) services agreement: https://stripe.com/au/legal; and
We may provide links to Third Party Websites. Their inclusion is for your convenience and is not an endorsement by us.
We’re not responsible for any content on Third Party Websites.
5. Links to Third Party Websites
5.1 Geoscape Data on Demand and our Website may contain links to other websites that are owned and operated by third parties and not under our control (Third Party Websites).
5.2 Links to Third Party Websites on Geoscape Data on Demand or our Website are provided as a convenience to you and not as an endorsement of the Third Party Websites, their content or their owners and operators.
5.3 We are not responsible for the content on any Third Party Website.
Security is very important to us.
You must ensure that you take care of your passwords and usernames by protecting and not sharing them.
If your usernames or passwords are compromised, you must immediately notify us and take steps to change your password.
6. Usernames and passwords
6.1 You are responsible for maintaining, securing and protecting the username and password to access your Geoscape Account, and ensuring that they are used only by you or any Authorised User to whom they have been issued.
6.2 If an Authorised User ceases to be employed or engaged by you, or is no longer authorised by you to access Geoscape Data on Demand, you must ensure that they are no longer able access and use Geoscape Data on Demand on your behalf.
6.3 You must not:
(a) transfer usernames and passwords;
(b) allow usernames and passwords to be transferred between Authorised Users or other individuals; or
(c) create, or allow third parties to create on your behalf, accounts with us through unauthorised means, including by using an automated device, script, bot or other similar means.
6.4 You must immediately notify us if a username and password are lost, stolen, missing or otherwise compromised and take immediate steps to change the relevant password.
6.5 We reserve the right to change or revoke usernames and passwords at any time. If we do so, we will provide you with written notice.
You have a number of responsibilities and obligations when you access our Website or Geoscape Data on Demand. You should familiarise yourself with them. They include:
- not reverse engineering or de-compiling Geoscape Data on Demand or our Website;
- not trying to circumvent or break any encryption we have in place; and
- not permitting anyone other than your Authorised Users to use Geoscape Data on Demand; and
- not uploading any Unacceptable Content.
If we have reason to believe you have uploaded Unacceptable Content, we may remove it.
7. Your responsibilities and obligations
7.1 You are responsible for ensuring that your use, and use by your Authorised Users, of Geoscape Data on Demand complies with all applicable laws, regulations and codes of conduct and does not infringe the Intellectual Property Rights or other rights of any person.
7.2 You must:
(a) not modify, adapt, translate, reverse engineer, de-compile, disassemble or copy all or any part of Geoscape Data on Demand or our Website;
(b) not interfere with or disrupt Geoscape Data on Demand or our Website, including by transmitting any viruses, spyware, malware or any other code of a destructive or disruptive nature;
(c) immediately notify us if you become aware of any breach of the provisions of these Terms by you or an Authorised User;
(d) comply with any Documentation made available by us to you from time to time;
(e) not attempt to circumvent or break any encryption, decryption or other security device or technological protection measure contained in Geoscape Data on Demand or our Website;
(f) not distribute any part of Geoscape Data on Demand for commercial purposes or otherwise sublicense or resell access to Geoscape Data on Demand;
(g) not permit any person other than your Authorised Users to use Geoscape Data on Demand; and
(h) not, and must ensure that your Authorised Users do not, upload any Unacceptable Content to Geoscape Data on Demand.
7.3 If we reasonably believe that any Unacceptable Content has been uploaded to Geoscape Data on Demand, we may remove this Unacceptable Content.
We don’t guarantee that Geoscape Data on Demand and our Website will always be available.
We will try to let you know about any scheduled downtime in advance, but sometimes this may not be possible.
If you have a Geoscape Account, we may close it at any time if you are only using it as part of a Trial.
If you use your Geoscape Account for other purposes (for example, to order Data from us as part of a subscription) we can only close your Geoscape Account in certain circumstances, including where:
- we terminate your Subscription Agreement for cause;
- you breach of these Terms and that breach can’t be fixed;
- you breach these Terms and don’t fix it within 7 days of us asking you to;
- you become insolvent.
We may block your access to our Website for any reason, including if we think you don’t or won’t comply with these Terms.
We both agree to keep each other’s Confidential Information confidential.
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.
Your only rights to use our intellectual property are those expressly set out in these Terms, for example the right to use Sample Data under clause 1.
Geoscape Data on Demand and our Website are offered ‘as is’ and ‘as available’ – we do not make any representations or give any guarantees about them.
Nothing in these Terms excludes or limits any of your rights under the Australian Consumer Law.
However, other than where the Consumer Guarantees apply, we exclude all liability to you and exclude any warranties regarding the performance of Geoscape Data on Demand or Our Website.
Neither of us will be responsible for any Consequential Loss.
Last are what the lawyers call the ‘boilerplates’. You are nearly there!
This agreement is governed by the laws of the Australian Capital Territory.
If we can’t keep our promises because of some unavoidable, catastrophic incident (imagine a prolonged power outage, extreme natural disaster or an outbreak of war), neither of us will hold that against each other.
If any part of these Terms is found to be unworkable, that should not impact the rest of these Terms. The unworkable part should simply be removed.
The meaning of general words isn’t limited by any specific examples included in these Terms.
9.1 We strive to make Geoscape Data on Demand and our Website available 24/7, but from time to time Geoscape Data on Demand or our Website, or some of their features or functions, may be unavailable (for example, due to scheduled or unscheduled maintenance of Geoscape Data on Demand, our Website or Geoscape Infrastructure).
9.2 If you have a Geoscape Account, we will give you notice of any scheduled unavailability of Geoscape Data on Demand or our Website where we can reasonably do so.
10.1 If you use Geoscape Data on Demand as part of a Trial only, we may terminate or suspend your Geoscape Account (and access to Geoscape Data on Demand), including the licence granted in clause 1.2 of these Terms, without cause and with immediate effect by notice to you.
10.2 If you use Geoscape Data on Demand other than as part of a Trial (for example, under a Subscription Agreement), we may, by written notice to you, terminate your Geoscape Account (and access to Geoscape Data on Demand) with immediate effect if we have reasonable grounds to suspect that you:
(a) have contravened or are contravening any laws;
(b) have breached any terms of your Subscription Agreement, and we terminate your Subscription Agreement in accordance with those terms;
(c) due to your act or omission, have caused damage to our reputation, goodwill or other interests;
(d) due to your act or omission, allowed unauthorised access to our Data or Geoscape Data on Demand;
(e) have breached these Terms and:
(f) if the breach is capable of remedy, have not remedied the breach within 14 days of receiving notice from us requiring the breach to be remedied; or
(g) the breach is not capable of remedy; or
(h) are subject to an Insolvency Event;
10.3 Upon termination of your Geoscape Account, you must immediately cease using, and ensure that each Authorised User ceases using, Geoscape Data on Demand, and we may disable all of your, and your Authorised Users’, usernames and passwords.
10.4 We may prevent you from accessing our Website in our sole discretion for any reason, including if we have reason to believe that you have breached these Terms, you do not intend to comply with these Terms, you are unable to comply with these Terms or to otherwise protect our business interests.
11.1 Both parties:
(a) may use the other party’s Confidential Information solely for the purposes set out in or reasonably contemplated by these Terms;
(b) must keep confidential all the other party’s Confidential Information; and
(c) may disclose the other party’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; and
(iii) with the prior written consent of the other party.
11.2 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.
12. Intellectual Property
Except as otherwise expressly set out in these Terms (including in clause 1), you acknowledge that nothing in these Terms grants you any rights or ownership in respect of Intellectual Property Rights in Geoscape Data on Demand, our Website, our Data, or any Documentation
13.1 Geoscape Data on Demand and our Website are provided to you on an ‘as is’ and ‘as available’ basis. Subject to clause 14.1, We do not make any representations or give any warranties or guarantees:
(a) about the accuracy, reliability or completeness of Geoscape Data on Demand or our Website or any content provided through them;
(b) that your access to Geoscape Data on Demand or our Website will be uninterrupted, error free or free from corruption, viruses, interference, hacking or other security intrusion;
(c) that Geoscape Data on Demand or our Website will be fit for any particular purpose.
14.1 Nothing in these Terms should be interpreted as attempting to exclude, restrict or modify the application of any Consumer Guarantees under the Australian Consumer Law.
14.2 Subject to clause 14.1 and notwithstanding any other provision of these Terms, we will not be liable for any Loss suffered by you which arises out of or in connection with your use of Geoscape Data on Demand or our Website, including any Loss arising from:
(a) any computer viruses or malicious code being transferred by or obtained as a result of the use of Geoscape Data on Demand or our Website; or
(b) any hacking into, data security issues or other similar attacks on Geoscape Data on Demand, our Website or the Geoscape Infrastructure.
14.3 Neither party will be liable for any Consequential Loss (however caused) suffered or incurred by the other party in connection with these Terms.
15. General provisions
15.1 These Terms are governed by the laws in force in Australian Capital Territory, and the parties submit to the non-exclusive jurisdiction of the courts of the Australian Capital Territory and the Federal Court of Australia.
15.2 A party will not be liable for any failure to perform or delay in performing its obligations under these Terms if that failure or delay is due to a Force Majeure Event and it has provided notice to the other party of the Force Majeure Event.
15.3 If any provision of these Terms is void, unenforceable or illegal and would not be so if a word or words were omitted, then that word or those words are to be severed and if this cannot be done, the entire provision is to be severed from these Terms without affecting the validity or enforceability of the remaining provisions of these Terms.
15.4 In these Terms, the meaning of general words is not limited by specific examples introduced by ‘includes’, ‘including’, ‘for example’ or ‘such as’ or similar expressions.
In these Terms:
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and any equivalent State or Territory legislation.
Authorised Users has the meaning given in clause 2.
Confidential Information means all information and other content disclosed by the parties to each other in connection with Geoscape Data on Demand, our Website or these Terms but excludes information that:
(a) 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
(b) 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 these Terms.
Consequential Loss means
(a) any form of indirect, special or consequential loss, including loss of reputation, loss of profits, loss of data, loss of actual or anticipated savings, loss of bargain and loss of opportunity; and
(b) any loss beyond the normal measure of damages.
Consumer Guarantee means a guarantee provided under Division 1 of Part 3-2 of the Australian Consumer Law.
Data means the data products that we make available through Geoscape Data on Demand from time to time.
Documentation means any manuals, guides, reference materials or other similar documents in any form made available by us to you in connection with Geoscape Data on Demand or our Website.
Force Majeure Event means any event arising from, or attributable to, acts, events, omissions or accidents which are beyond the reasonable control of a party.
Geoscape Account means the account that you register to be able to access and use Geoscape Data on Demand.
Geoscape Data on Demand means the data delivery platform made available by us at https://geoscape.app from time to time.
Geoscape Infrastructure means the computer servers or other hardware used by us in connection with our provision of Geoscape.
Insolvency Event means, in relation to a body corporate, a liquidation or winding up or the appointment of a voluntary administrator, receiver, manager or similar insolvency administrator to that body corporate or any substantial part of its assets; in relation to an individual or partnership, the act of bankruptcy, or entering into a scheme or arrangement with creditors; in relation to a trust, the making of an application or order in any court for accounts to be taken in respect of the trust or for any property of the trust to be brought into court or administered by the court under its control; or the occurrence of any event that has substantially the same effect to any of the preceding events.
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, claim, expense, damage, charge, penalty, outgoing or payment however arising, whether present, unascertained, immediate, future or contingent, and includes direct loss and Consequential Loss.
Personal Information has the meaning given to it under the Privacy Act 1988 (Cth).
Subscription Agreement means an agreement between you and us to subscribe to purchase our Data through Geoscape.
Third Party Application means any product, service, system, application or internet site integrated or interfaced with Geoscape Data on Demand or our Website that is owned or operated by a Third Party Provider.
Third Party Websites has the meaning given in clause 5.
Third Party Provider means any third party that provides products or services that are used by you or an Authorised User in connection with Geoscape Data on Demand or our Website.
Third Party Provider Terms has the meaning given in clause 4.4.
Trial means your access to our Sample Data on a short term trial basis.
Sample Data means any Data that we allow you to access through our Website or Geoscape Data on Demand without signing up to a Subscription Agreement or other purchase agreement.
Unacceptable Content means:
(a) content which, in our reasonable opinion, is obscene, offensive, upsetting, defamatory, illegal or inappropriate, infringes or appears to infringe the Intellectual Property Rights of any person or contravenes or appears to contravene any applicable laws, regulations or codes of conduct;
(b) content which is incorrect, false or misleading; or
(c) files with any viruses, malicious code or other conditions which could damage or interfere with data, hardware or software.
We or us means PSMA Australia Limited (ABN 23 089 912 710) trading as Geoscape Australia of Unit 6, 113 Canberra Avenue, Griffith in the Australian Capital Territory.
You or your means the person (where an individual has agreed to these terms on their own behalf) or organisation (where an individual has agreed to these terms on behalf of an organisation) who registers with us for a Geoscape Account or uses our Website.