Last updated 26 August 2016
If you are entering into these Terms on behalf of an entity or organisation, you represent and warrant that you have the full authority as at the time of entering into these Terms to bind that entity or organisation to these Terms. You will provide evidence of such authority on request by Data Republic.
These Terms include our Acceptable Use Policy, which is incorporated into these Terms by reference.
1.1 Please read these Terms carefully. By accessing and/or using the DR Platform and related services, you agree to be bound by these Terms.
1.2 If you do not agree to these Terms, you may not access or use the DR Platform or any DR Platform Content, data or materials (including any text, graphics, logos, audio and software) made available to you on or via the DR Platform or any related services and you must immediately cease accessing and using the DR Platform, DR Platform Content and related services. We recommend that you save a local copy of these Terms for your own records.
1.3 We may, in our sole discretion propose, updates to, or modification or replacement of, any or all of these Terms from time to time by posting an updated version at this URL. You are responsible for checking the DR Platform for proposed changes to these Terms. We will notify you if we propose any material changes to these terms. Your use of, or access to, the DR Platform following the posting of any proposed changes to these Terms constitutes acceptance of those changes. If you do not agree to any proposed update to these Terms you must immediately cease using and accessing the DR Platform, DR Platform Content and related services.
2. Registration and Authorised Users
2.1 In order to access and use the DR Platform and DR Platform Content, you must:
a) possess the legal right and ability to enter into a legally binding agreement with us;
b) agree and warrant to use the DR Platform and DR Platform Content in accordance with these Terms; and
c) be a registered User.
2.2 When you register and activate your account, we will provide you with an Administrator username and password and grant you Administrator Access. You are responsible for keeping this username and password secure and are responsible for all use and activity carried out under this username (including by any Authorised Users). You may, through the Administrator login, set up accounts for authorised users within your organisation to access the DR Platform (Authorised Users). It also means that as an Administrator, you must comply with, and must not circumvent, any restrictions imposed on your Administrator Access, or notified to you, by Data Republic and/or your organisation from time to time. Data Republic may suspend or remove your Administrator Access and the access of any Authorised Users at any time without notice for any reason whatsoever.
2.3 You, and any Authorised Users allocated to your account, may access and use the DR Platform and the DR Platform Content only as permitted by these Terms. You are wholly responsible for all use and activity carried out by all Authorised Users.
3. Grant of licence
3.1 Data Republic grants to you for the Term, a non-exclusive, non-transferable, non-sub-licensable licence to use and access the DR Platform and the DR Platform Content in accordance with these Terms (including establishing accounts for Authorised Users within your organisation) and solely for your legitimate business purposes (which excludes seeking to commercialise the DR Platform or DR Platform Content, or distributing them other than as expressly permitted by these Terms). If you wish to use the DR Platform or DR Platform Content for any other purpose, you must obtain the consent of Data Republic. If such consent is granted, you may be required to enter into a separate agreement.
4. Term and termination
4.1 These Terms commence when you agree to them (either by clicking ‘I agree’ or when you first access and/or use the DR Platform and related services) and will continue in full force and effect until terminated in accordance with the remainder of this clause 4 (Term).
4.2 You can terminate these Terms at any time by notifying us of your intention to terminate by emailing us at email@example.com.
4.3 Data Republic may terminate these Terms at any time by providing 30 days prior written notice of our intention to terminate to the email address provided to us by you or updated by you, or by any other suitable means which ensures that you will be able to take notice of the cancellation.
4.4 Data Republic may immediately (without notice to you) terminate these Terms, suspend your access to the DR Platform and prevent your further access to the DR Platform, if you (or any Authorised User) breach any term of these Terms or Data Republic reasonably determines (regardless of whether directly or through your actions or statements or otherwise), that you do not intend to comply with these Terms.
4.5 Upon termination, you shall cease all use of the DR Platform and DR Platform Content, and Data Republic reserves the right to delete your account and all data provided by or about you.
4.6 Without limiting any other provision of these Terms, clauses 5, 4.6, 2 (Registration and Authorised Users), 6 (Intellectual Property Rights), 7 (Your data and privacy), 8 (Confidentiality), 9 (Updates and enhancements), 12 (Indemnity and liability), 17 (Definitions), and 18 (Interpretation) and any other clauses which should by their nature survive termination of these Terms, survive termination or expiration of these Terms for any reason whatsoever.
5. Conditions of access and acceptable use
5.1 The DR Platform is for your internal business use only. You must not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, create derivative works from, transfer, or sell any content, software, products or services contained within the DR Platform or DR Platform Content. You must not use this DR Platform, or any DR Platform Content, to further any commercial purpose, including any advertising or advertising revenue generation activity.
5.2 You must always access and use the DR Platform in a manner that is consistent with the Acceptable Use Policy the terms of which are incorporated into these Terms.
5.3 You must not:
a) access or use the whole or any part of the DR Platform or DR Platform Content, except as expressly authorised by these Terms, or otherwise with the prior written consent of Data Republic;
b) copy, replicate or remove, or attempt to copy, replicate or remove, or directly or indirectly allow or cause a third party to copy, replicate or remove, the whole or part of any of the DR Platform or DR Platform Content;
c) access or use the whole or any part of the DR Platform or DR Platform Content in any way that violates or infringes the rights of Data Republic or any third party, including, without limitation, any Intellectual Property Rights. This includes taking no action to remove or obscure any proprietary notice (including any copyright, trade mark, service mark, tagline) or other notices contained in the DR Platform or DR Platform Content;
d) circumvent any mechanisms in the DR Platform intended to limit your use of or access to areas within or components of the DR Platform;
e) vary, alter, modify, merge, interfere with, reverse disassemble, decompile or reverse engineer, or otherwise seek to obtain or derive the source code from, or directly or indirectly allow or cause a third party to vary, alter, modify, merge, interfere with, reverse disassemble, decompile or reverse engineer or obtain or derive the source code from, the whole or any part of the DR Platform or DR Platform Content, except as permitted by Law;
f) take any steps, or permit others to take any steps, on the DR Platform to seek to re-identify any individuals which are the subject of any DR Platform Content, or take any steps or permit others to take any steps to identify the source of such DR Platform Content;
g) publicly disseminate information regarding the performance or content of the DR Platform or DR Platform Content; or
h) use any data mining, gathering or extraction tools in connection with the DR Platform or DR Platform Content, without Data Republic’s prior written consent.
6. Intellectual Property Rights
6.1 Unless otherwise indicated, Data Republic owns or licenses from third parties all rights, title and interest (including Intellectual Property Rights) in the DR Platform and DR Platform Content, including in any improvements to the DR Platform or the DR Platform Content, and including as they may incorporate any suggestions, ideas, information, comments, process descriptions or other information that you provide to us from time to time.
6.2 Your use of and access to the DR Platform and DR Platform Content does not grant or transfer any rights, title or interest to you in relation to the DR Platform or the DR Platform Content. However, we do grant you a licence to access the DR Platform and view the DR Platform Content in accordance with these Terms and, where applicable, as expressly authorised by us and/or our third party licensors.
6.3 You may from time to time provide us with Feedback. You absolutely and unconditionally assign to Data Republic all rights, title and interests (including all Intellectual Property Rights) in and to any Feedback immediately upon creation, free of all encumbrances and third party rights and you must at your own cost do all things necessary to give effect to such assignment, including executing any required documents or effecting any required registrations.
6.4 You acknowledge and agree that without limiting clause 7, Data Republic will have the right to use, create derivative works of, distribute and otherwise commercially exploit anonymous, aggregate usage data derived from any data about you or that you disclose to us in connection with the DR Platform.
7. Third parties
7.1 The DR Platform may contain links to websites operated by third parties. Those links are provided for convenience and may not remain current or be maintained. Unless expressly stated otherwise, we are not responsible for the practices of, or any content on, those linked websites, and have no control over or rights in those linked websites. The terms and conditions that apply to those other websites may differ substantially from our terms and conditions, so we encourage you to read them before using those websites.
7.2 In order to improve our products and services, Data Republic collects data about how users interact with our DR Platform, DR Platform Content and related services, the characteristics of our user base and other data derived from the data we collect from or about our users. You acknowledge and agree that Data Republic may use, or disclose such data to any third party, in its sole discretion.
8.1 Confidential Information - Subject to clause 8.2, you must not disclose, or use for a purpose other than as contemplated by these Terms, any Confidential Information of Data Republic. For the avoidance of doubt, the DR Platform Content is Confidential Information of Data Republic.
8.2 Permitted disclosure
You may only disclose any Confidential Information of Data Republic:
a) to your legal and professional advisors in connection with the application of these Terms;
b) as required by applicable Law;
c) to your Related Bodies Corporate and legal advisors, insurers and consultants who have a need to know such information, in each case under corresponding obligations of confidence as imposed by this clause and only to the extent of such need;
d) which is at the time lawfully in your possession through sources other than you, your Related Bodies Corporate or Data Republic; or
e) with the prior written consent of Data Republic.
9. Updates and enhancements
9.1 Data Republic may (but is not required to):
a) provide standard or progressive updates, changes or amendments to the DR Platform as Data Republic sees fit to ensure proper operation and interaction of all parts of the DR Platform and any general enhancements that may be introduced; and
b) offer new services and features for the DR Platform,
which will be subject to these Terms.
10. Third parties
10.1 Your use of the DR Platform may or may not require the installation of third party software or products. You agree that:
a) this is entirely your responsibility; and
b) Data Republic is not responsible in any way to make recommendations in that regard nor to supply or install such software or products.
10.2 Third party content (including links to third party websites) may be accessible via the DR Platform. You acknowledge that Data Republic has no control over any such third party content, and to the extent permitted by law, including the Australian Consumer Law if applicable) is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on such third party applications and content. Data Republic does not have control over all other users of the DR Platform and is not liable for their opinions or behaviour, including any information and/or advice and any defamatory statements or offensive conduct.
11. Warranties and disclaimers
11.1 To the maximum extent permitted by Law, including the Australian Consumer Law:
a) the DR Platform and the DR Platform Content are made available “as is” and Data Republic makes no warranties or representations about the DR Platform or the DR Platform Content, including but not limited to warranties or representations that they will be accurate, current, reliable, timely, available, complete or of a certain quality, or that the DR Platform is free from defects, bugs, viruses, errors or omissions, or other harmful components, or that the DR Platform will operate in combination with any other hardware, software, system or data;
b) Data Republic does not accept any liability for delays, interruptions, service failures and other problems relating to the DR Platform and the DR Platform Content and does not represent or warrant that the DR Platform or DR Platform Content are free from errors or omissions, or that they are exhaustive;
c) Data Republic does not accept any liability in relation to any third party content or materials available through the DR Platform; and
d) all warranties, representations or endorsements with regard to the DR Platform and DR Platform Content, are excluded from these Terms.
11.2 Although Data Republic implements security measures to help protect the DR Platform, you acknowledge that use of the DR Platform involves transmission of data over networks that are not owned, operated or controlled by Data Republic. Data Republic is not responsible for any data that is lost, corrupted, intercepted, modified or stored across such networks. You acknowledge and agree that, to the extent permitted by Law (including the Australian Consumer Law, if applicable), Data Republic cannot guarantee that the security measures will be error-free, that transmissions of data will always be secure or that our security measures (or those of our third party service providers) will always be incapable of being hacked or circumvented by unauthorised third parties.
11.3 Subject to these Terms, Data Republic will use commercially reasonable efforts to make the DR Platform available, subject to the need to conduct scheduled and emergency maintenance from time to time.
11.4 You acknowledge and agree that Data Republic cannot guarantee and does not promise any specific results from use of the DR Platform.
12. Indemnity and liability
12.1 Subject to clause 2, you will defend, hold harmless and indemnify Data Republic and its personnel (Indemnified Parties) from and against any and all Loss suffered or incurred by them arising out of or in connection with:
a) any data (including personal information) disclosed by you, in connection with these Terms; and
b) any breach by you of these Terms.
12.2 Clause 1 does not apply to Loss suffered or incurred by Indemnified Parties that is directly and solely caused by the Indemnified Parties.
12.3 You acknowledge and agree that Data Republic has been irrevocably appointed to act as sole and exclusive agent of the Indemnified Parties for the purpose of recovering (whether through court proceedings or otherwise) the Losses of the Indemnified Parties and enforcing the indemnities.
12.4 To the maximum extent permitted by Law, including the Australian Consumer Law:
a) Data Republic will not be liable for any Consequential Loss; and
b) Data Republic’s maximum liability arising out of or in connection with these Terms, the DR Platform and the DR Platform Content, whether in contract, tort, breach of warranty or statutory guarantee or otherwise, will be limited at Data Republic’s sole discretion, to:
the resupply of the services to you; or
the payment of the cost of having the services supplied again.
Any provision of these Terms that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of these Terms nor affect the validity or enforceability of that provision in any other jurisdiction.
A failure to exercise or a delay in exercising any right, power or remedy under these Terms does not operate as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
These Terms (including our Acceptable Use Policy) contains the entire agreement between you and Data Republic with respect to its subject matter. It sets out the only conduct, representations, warranties, covenants, conditions, agreements or understandings (collectively Conduct) relied on by the parties and supersedes all earlier Conduct by or between the parties in connection with its subject matter. Neither party has relied on or is relying on any other Conduct in entering into these Terms and completing the transactions contemplated by it.
Jurisdiction and governing law
These Terms and your use of the DR Platform and DR Platform Content is governed by the laws of New South Wales, Australia and you submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.
The following definitions apply unless the context requires otherwise.
Australian Consumer Law means the law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Authorised Users has the meaning given to it in clause 2.2.
Conduct means conduct, representations, warranties, covenants, conditions, agreements or understandings.
Confidential Information means all information of a confidential nature, in any form whether tangible or not and whether visible or not, disclosed or communicated by you or Data Republic, or learnt or accessed by, or to which you or Data Republic are exposed as a result of entering into these Terms and accessing the DR Platform, and includes, without limitation, the DR Platform Content, any information and material concerning the contractual or commercial dealings, financial details, products or services (current or proposed), customers, employees, internal policy, the Intellectual Property Rights of you or Data Republic or dealings under these Terms.
Consequential Loss means: a) loss of profits, loss of revenue, loss of data, loss of or damage to reputation, loss of or damage to goodwill, loss of business opportunities (including opportunities to enter into or complete arrangements with third parties), loss of management time, damage to credit rating, or loss of business; and b) any loss, not arising naturally (that is according to the usual course of things), from the relevant breach, whether or not such loss is reasonably supposed to have been in the contemplation of both parties, at the time they made these Terms, as the probable result of the relevant breach.
Feedback means any suggestions, ideas, information, comments, process descriptions or other information that you provide to Data Republic from time to time.
DR Affiliate means any legal entity, company, corporation, firm, partnership or other entity that is controlled by Data Republic or is under common control with Data Republic. The term ‘controlled’ means the ability to direct the management of the relevant entity.
DR Platform means the Data Republic Senate™ platform.
DR Platform Content means any content, data or materials (including all text, graphics, logos, audio and software) made available to you on or via the DR Platform, including data cards.
Governmental Agency means any government or any governmental, semi-governmental or judicial entity or authority. It also includes any self-regulatory organisation established under statute or any stock exchange.
Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyright (including rights in computer software), trade mark, service mark, design, patent, trade secret, semi-conductor or circuit layout rights, trade, business, domain or company names, moral rights, rights in Confidential Information, know how or other proprietary rights (whether or not any of these are registered and including any application, or right to apply, for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world.
Law means all laws including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by-laws, rules, regulatory principles, requirements and determinations, mandatory codes of conduct, writs, orders, injunctions and judgments.
Loss means any claim, loss liability, cost or expense (including legal expenses on a full indemnity basis).
User means a person who has been authorised by Data Republic under these Terms to access the DR Platform.
The following rules apply unless the context requires otherwise:
a) headings are for convenience only and do not affect interpretation;
b) the singular includes the plural, and the converse also applies;
c) nothing in these Terms is to be interpreted against a party solely on the ground that the party put forward these Terms or a relevant part of it;
d) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
e) a reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity;
f) a reference to a clause is a reference to a clause of these Terms;
g) a reference to an agreement or document (including a reference to these Terms) is to the agreement or document as amended, supplemented, novated or replaced, except to the extent prohibited by these Terms or that other agreement or document;
h) a reference to a party to these Terms or another agreement or document includes the party’s successors, permitted substitutes and permitted assigns (and, where applicable, the party’s legal personal representatives);
i) a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it;
j) a reference to writing includes any method of representing or reproducing words, figures, drawings or symbols in visible or tangible form;
k) a reference to conduct includes an omission, statement or undertaking, whether or not in writing;
l) a reference to an agreement includes any undertaking, deed, agreement and legally enforceable arrangement, whether or not in writing, and a reference to a document includes an agreement (as so defined) in writing and any certificate, notice, instrument and document of any kind; and
m) mentioning anything after includes, including, for example, or similar expressions, does not limit what else might be included.
If you have a question regarding the above, please contact us for assistance.