Community Terms - Provider

Last modified: 1 July 2022

Eratos (Aust) Pty Ltd ABN 92 648 615 801, a company incorporated in Australia (Eratos/we/us) provides a software platform (Platform) for individuals and businesses (you/your) to access and use the Community via the Platform.

You agree that you shall be bound by these further optional terms and conditions for our Community (Agreement) in relation to your use of the Community and our provision of the Community.

Please read this Agreement carefully as it contains important information about your rights and responsibilities when using the Community.

The terms of this Agreement form part of and incorporated into the Subscriber Terms and where necessary, other terms and conditions which govern your access to the Community.

Without limiting the way in which you may become bound by this Agreement, you will be deemed to have accepted and will be bound by the terms and conditions of this Agreement when you sign up to the Subscriber Terms and elect to utilise our Community.

  1. Definitions

    • Authorised Users means any person who, on your behalf and authority, is granted access to the Community.
    • Blocks means modular, composable units of data and/or Code and includes a Dataset.
    • Code means source code, algorithms and compiled programs.
    • Community means the software-as-a-service data community that allows Subscribers to list and make available Subscriber Data to other Subscribers via the Platform on the terms of this Agreement
    • Dataset means a set of data, blocks or code and/or functions, including data that you or an Authorised user provides to a Community Customer as a result of data appending or data enrichment services, that you or an Authorised User makes available in the Community.
    • Dataset Information means information about a Dataset (but not the Dataset itself) including title, description, any applicable metadata, your branding, name, logo, applicable intellectual property rights that attach to a Dataset and trademarks, and other information reasonably requested by us from time to time.
    • Personal Information means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual.
    • Royalty means the consideration you receive for the Sale of a Dataset to a Community Customer determined by the Platform.
    • Sell, Selling, Sale or Sold means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, an individual's Personal Information to a third party for monetary or other valuable consideration.
    • Site means website located at the URL, and associated sub-pages, scripts, APIs, web apps, and source code that make up the website.

    1. In consideration for the payment of Subscription Fees pursuant to the Subscriber Agreement, Eratos grants to you a non-exclusive, non-transferable, revocable licence (Licence) to: (a) access the Community and use the Community; and (b) to allow your employees and personnel to access the Community (as Authorised Users) subject to the terms of this Agreement.
    2. Notwithstanding clause 4.1, Eratos may refuse to grant a Licence to any person or company, for any reason whatsoever in its sole discretion.
    3. You may only sublicense or authorise your Authorised Users to access the Community on the condition that they also agree to be personally bound by this Agreement (and will be deemed Users). A User may not otherwise sublicense, deliver, transfer or assign the Licence to any other person except with the written permission of Eratos.
    4. You are primarily responsible for the acts and omissions of all Authorised Users in relation to access to the Community and you are primarily responsible for the compliance of Authorised Users with the terms of this Agreement.
    5. To the extent use of the Community requires you to install Eratos software (Software), Eratos grants you a limited, non-transferable, non-sublicensable, non-exclusive license during the Subscription Term to use the object code form of the Software internally in connection with your and your Authorised Users use of the Service, subject to the terms and conditions of this Agreement.

    1. You are solely responsible for the accuracy, content and legality of your Dataset Information.
    2. You represent and warrant that you have all necessary rights, consents and permissions to publish, reproduce the Dataset Information on the Community. You remain liable to any third party from a breach of this clause and you release Eratos from all liability that arises out of your breach of this clause.
    3. You are responsible for handling copyright infringement notices, cease and desist demands, takedown requests and other notices of alleged infringement or illegality relating to the Datasets and will promptly notify us of any such requests or notices.
    4. You are responsible for handling all other incidents of alleged infringement or violation of third-party rights by, or illegality of, the Datasets .

    1. You may, at your option and in your sole discretion, upload publish Dataset/s onto the Community.
    2. Subject to this Agreement, you hereby grant to us a worldwide, non-exclusive, irrevocable, royalty-free license to use, copy, store, transmit, modify, create derivative works of, and display the Dataset Information solely in connection with operating and marketing the Community (Eratos Licence).
    3. The Eratos Licence includes the right of Eratos to modify or create derivative works of any branding, name, logo, and trademarks provided by you to us for the Community.
    4. You hereby authorise us to use, copy and make available the Datasets as necessary to perform our obligations under this Agreement.
    5. Eratos reserves the right to:
      1. refuse a Dataset; and/or
      2. remove any Dataset, from the Community in its sole discretion at any time. In exercising this right, Eratos is not liable to you for any loss or damage you suffer as a result.

    1. You acknowledge and agree that we have no control over the Datasets that are uploaded onto the Community by any party nor do we have any control over a Community Customer's use of your Datasets.
    2. You release Eratos from all claims you may have against Eratos where you suffer loss or damage as a result of an intellectual property or other infringement of your Dataset by another subscriber or a Community Customer's use of your Dataset.
    3. You indemnify Eratos for any loss or damage we suffer as a result of a claim against us by another subscriber or a Community Customer's use of your Dataset.

    1. For any Personal Information that is provided by or on behalf of us, or otherwise collected by you from us, you agree that it and any third party or Affiliate to whom you provide the Personal Information, shall:
      1. not Sell the Personal Information; and
      2. not use the Personal Information in a manner that could cause any sharing of the Personal Information to qualify as a Sale of the Personal Information.
    2. You shall provide a link to your public-facing privacy notice when requested and such link will be included on any Dataset Information on the Community where Personal Information is collected directly by you.