This Licence Agreement relates to our Geoscape data (Data) which is being supplied to you by one of our partners (Partner) as part of a product or service (Product).
We’ve included a brief explanation of each part of this Licence Agreement in the left column to help you understand them. However, it’s the words in the right column that legally bind you when you enter into this Licence Agreement with us.
In this Licence Agreement:
- Geoscape Australia, we, us and our refer to PSMA Australia Ltd ACN 089 912 710 trading as Geoscape Australia of Unit 6, 113 Canberra Avenue, Griffith in the Australian Capital Territory; and
- End User, you or your means the person listed below
| We give you a licence to use our Data for the purposes of using the Product. You can’t transfer this licence to anyone else, and we may give similar licences to other entities.
Your licence to use our Data lasts for as long as your licence to use the Product. Unless we agree otherwise:
If you want to do any of these things, please contact us or our Partner to discuss your options. You can allow your contractors to use our Data on your behalf, but you are responsible for that use. Your licence to use our Data will be taken away if you use the Product or our Data in a way that isn’t permitted by your agreement with our Partner or this agreement. If you breach this agreement and we suffer any Loss, you agree to cover our Losses. 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. |
1 Licence grant
1.1 Upon signing this Licence Agreement, we grant you a non- exclusive, world-wide, non-transferable licence to use our Data for the purpose of using the Product in accordance with your agreement with our Partner in respect of the Product (Licence). 1.2 The duration of the Licence is the same as the duration of your licence to use the Product. 1.3 Except with our prior written consent, you must: (a) only use our Data and any Derived Material internally within your own business for the purposes of your day- to-day business operations; (b) not make our Data or any Derived Material available to any other person or, if you are a government entity, any other government department, agency, authority or corporation; (c) not use our 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 (d) not reverse engineer, disassemble, decompile or adapt the Data or otherwise attempt to derive any processes, data structures, algorithms or source code used to create the Data. 1.4 Notwithstanding the restrictions above, you may allow your contractors to use our Data and Derived Material on your behalf and exclusively for your benefit on the conditions that you: (a) are responsible for your contractors’ use being in accordance with this Licence Agreement, as though the contractors are you; and (b) ensure that your contractors do not retain any copies of our Data or Derived Material and stop using our Data and Derived Material when they complete their work for 1.5 You agree that your Licence will be revoked if you use the Product in any way that is not permitted by your agreement with our Partner in respect of the Product or you use our Data in any way that is not permitted by this Licence Agreement. 2 Indemnity 2.1 You agree to indemnify us from and against all Claims and Losses we reasonably incur as a direct or indirect result of any breach of terms of this Licence Agreement. 2.2 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 2.3 Your liability to indemnify us will be reduced proportionally to the extent that any negligent act or omission of ours contributed to the Loss. |
3 Definitions
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.
Derived Material means any product, service, output or other material that is created or developed using our Data, which may or may not contain some 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 our Data is Derived Material, and so is any secondary output that is created from that first output.
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.