UAM Australian Database (November 2016)

 

CLAUSES

 

1.           INTERPRETATION

 

1.1         Definitions

 

              In this Agreement:

 

“AMAS” means Australia Post’s Address Matching Approval System (documented in the AMAS handbook which is subject to revision from time to time) which is a system that evaluates and approves software based on the software’s ability to validate, match and append the correct DPID.

 

“Australia Post” means the Australian Postal Corporation.

 

“Barcode Pricing” means Australia Post’s special postage prices for mail that has been prepared using GeoCoder, together with a barcode printed on the mail, in accordance with Australia Post’s conditions for lodgement of mail as amended from time to time.

 

"Business Day" means a weekday when bank branches are open for business in New South Wales.

 

              “Correct Address Format” means the standard format accepted by Australia Post.

 

              "Day" means a calendar day.

 

              "Documentation" means the latest version of the documentation specified by Licensor to Licensee.

 

“Delivery Point Identifier” or “DPID” means an eight character code, which has been developed by Australia Post to enable delivery points to be uniquely identified.

 

"GeoCoder" and “Software” means the address matching and enhancement suite of software developed and owned by the Licensor. A module of software produced by the Licensor has been approved by Australia Post in accordance with AMAS which (when used in conjunction with the PAF) can validate, match and correct the Licensor’s and the Licensees’ address database files, and append correct DPIDs.

 

“Initial Period” means the period specified in Schedule 2

 

“Intellectual Property Rights” includes copyright, trade mark, design, patent, semiconductor or circuit layout rights, rights in trade, business or company names, and such other rights as are generally accepted as falling within the term “intellectual property”, and shall also include any rights to application or registration of such rights, in Australia or elsewhere, and whether created before, on or after the date of this Agreement.

 

                        "License" means the license to use GeoCoder and Documentation granted by the Licensor to the Licensee.

 

                        “License Fee” means the amounts specified in Schedule 2 payable by the Licensee to the Licensor.

 

"License Period" means the Initial Period and each subsequent period of 1 year for which the License is renewed.

 

“MAL” means the Master Address List which is a proprietary data base, created and validated by Veda, containing address information.

 

“PAF” means the Postal Address File which is a database created by Australia Post containing information on addresses to which Australia Post delivers mail, the information associated with each address record on the PAF consists of:

 

(a) a DPID; and

 

(b) the delivery address details in a Correct Address Format.

 

“Party” means either the Licensor or Licensee or both as defined in Schedule 1.

 

“Permitted Purpose” means the preparation of mailing list and/or databases by the Licensee by correcting and validating addresses.

 

              "Price" means the total amount payable by the Licensee to the Licensor for the License, supply or supply and installation of GeoCoder and supply of training and Documentation, which is calculated in accordance with Schedule 2.

              "Services" means all services to be supplied by the Licensor under this Agreement, including without limitation, installation, training, maintenance and development.

 

"Site" means the Licensee’s premises specified in Schedule 2 or such other site agreed in writing between the Parties.

                  

              "Software Updates" means updates to GeoCoder supplied by the Licensor to Licensee under Clause 6 (if any) and "Software Update" means any one of them.

 

“Test Standard” means a software performance standard set by Australia Post to approve the Licensor software for the Permitted Purpose.  The test standard is more fully described in the current AMAS Handbook published by Australia Post.

 

 

 

 

 

1.2         The Licensee:

 

              (a)      acknowledges that the PAF and the Intellectual Property Rights in the PAF are and shall remain the property of Australia Post.  Nothing in this Agreement shall operate as an assignment of any Intellectual Property Right that exists in the PAF.  The PAF may not be sold, copied or distributed without prior written permission from Australia Post.

 

              (b)     indemnifies the Licensor for any losses arising from a breach of Clauses 1.2(a) by the Licensee, it employees, agents or contractors.

 

2.           LICENSE

 

2.1         The Licensor grants the Licensee a non-exclusive, non-transferable license to use:

 

              (a)     the GeoCoder product hereafter referred to as GeoCoder, on equipment owned or leased by the Licensee and used by the Licensee at the Site; and

 

              (b)     the Documentation at the Site

 

              during the License Period.

2.2          The license granted under this Agreement will commence on the date of execution of this Agreement and continue unless and until terminated in accordance with clause 11 for the Initial Period. The License Period will automatically be extended for a maximum of two further periods of one year on the anniversary of the commencement date unless:

 

(a)           the Licensee notifies the Licensor earlier than 90 Days before the end of a License Period that the license should not be renewed; or

 

(b)   the Licensor or Licensee terminates this Agreement earlier in accordance with   clause 11.

 

2.3         The Licensee must not and must not allow any other person to:

 

              (a)     copy GeoCoder;

 

              (b)     copy the Documentation, unless previously authorised in writing by the Licensor;

 

(c)     show, demonstrate or describe GeoCoder or the Documentation to any person other than the Licensee’s employees or the Licensee’s contractors in the ordinary course of using GeoCoder for the conduct of the Licensee’s business;

 

              (d)     alter, modify, tamper with, reverse engineer or attempt to reverse engineer GeoCoder;

(e)          use GeoCoder to develop other software; or

 

              (f)      remove GeoCoder or the Documentation from the Site.

 

2.4         The GeoCoder may only be used by the Licensee for the Permitted Purpose.

 

2.5         Upon expiry or termination of this License, Australia Post will cease to provide the Barcode Pricing to the Licensee.

 

2.6         The Licensee shall comply with all requirements of the Privacy Act 1988 relevant to its possession or use of the PAF.

 

2.8         The Licensee acknowledges that:

 

(a)    Australia Post has approved that GeoCoder has achieved the Test Standard specified by Australia Post; and

 

(b)   The approval of the GeoCoder by Australia Post does not represent an endorsement by Australia Post that the GeoCoder is suitable for the Licensee.

 

 

3.           NO TRANSFER OF INTELLECTUAL PROPERTY RIGHTS BY LICENSOR

 

3.1         The Licensee acknowledges that Licensor is the owner of all existing and future Intellectual Property Rights in GeoCoder.

 

 

4.           PAYMENT [NOT USED]

 

 

5.           SUPPLY AND INSTALLATION [NOT USED]

 

 

6.           SOFTWARE UPDATES

 

6.1         The Licensee acknowledges that:

 

(a)           the purpose of GeoCoder is to enable the Licensee to match and improve the accuracy of address data by providing access to the Licensor’s proprietary MAL and the Australia Post PAF; and

 

              (b)     the components of GeoCoder may change from time to time; and

 

              (c)     the GeoCoder may not be compatible with changes specified by AMAS unless it is updated.

 

6.2         If AMAS changes the PAF and associated rules to the extent the GeoCoder is no longer compatible with it, the Licensor will use its reasonable efforts to release an update of GeoCoder ("Software Update") compatible with the changed PAF. In no case will the Licensor be responsible for keeping the GeoCoder compatible with any version of PAF older than the most recent previous version.

 

6.3         The Licensor shall supply PAF updates to the Licensee as soon as it is commercially practicable to do so. The Licensor may provide PAF updates to the Licensor by providing an Upgrade to the Software.

 

6.4         If the Licensee is supplied with Software Updates during a year and the Licensor releases a Software Update during that year:

 

(a)           the License will extend to that Software Update and any update of the Documentation necessary to enable the Licensee to use the Software Update,

 

              (b)     the Licensee must at the Licensor’s request return any previous versions of GeoCoder.

 

6.5         The Licensee acknowledges the Licensor is not obliged to develop or release updates of the GeoCoder except as required under Clause 6.2.

 

 

7.           OPTIONAL DEVELOPMENTS [NOT USED]

 

 

8.           INTELLECTUAL PROPERTY RIGHTS WARRANTY AND INDEMNITY

 

8.1         The Licensor warrants that to the best of its knowledge GeoCoder does not and will not when used in accordance with this Agreement infringe the Intellectual Property Rights of any person.

 

8.2         The Licensor and the Licensee must keep each other fully informed of all:

 

              (a)     suspected or actual infringements by any person of the Intellectual Property Rights in GeoCoder or Documentation or both; and

 

              (b)     any claims or proceedings by any person that GeoCoder or its use or the Documentation infringes the Intellectual Property Rights of any person.

 

              (c)     an infringement that would not have occurred but for the Licensee’s use of GeoCoder in combination with products with which GeoCoder is not designed to be used.