Licence Terms - Marketplace

Last modified: 3rd May 2023

Eratos (Aust) Pty Ltd 92 648 615 801, a company incorporated in Australia (Eratos/we/us) provides a software platform (Platform) for individuals and third parties (you/your) to access, download and use Subscriber Data via the Platform using our Services in accordance with the Subscription Terms and the Marketplace Terms.

You agree that you shall be bound by these licence terms and conditions (Agreement) as an addendum to your Subscription Terms when you access, download and use Subscriber Data.

  1. Definitions

    • Account means an account that you set up and complete for the purposes of accessing the Platform and/or using our Services.
    • Authorised Users means any person who, on your behalf and authority, is granted access to the Platform and Services.
    • Blocks means modular, composable units of data and/or Code.
    • Code means source code, algorithms and compiled programs.
    • Marketplace means the software-as-a-service data Marketplace that allows you to view, access, download and use Subscriber Data via the Platform on the terms of this Agreement.
    • Creator means a Subscriber who grants a limited licence on these Terms to Subscriber Data via the Marketplace which, on access, download or use by you, is then subject to the terms of this Agreement.
    • Data means a set of data, blocks or code and/or functions, including data that you or an Authorised User provides to a Marketplace Customer as a result of data appending or data enrichment services, that you or an Authorised User makes available in the Community.
    • Data Information means information about Data (but not the Data itself) including title, description, any applicable metadata, your branding, name, logo, applicable intellectual property rights that attach to Data and trademarks, and other information reasonably requested by us from time to time.
    • Intellectual Property Rights means all intellectual property rights of any kind whatsoever throughout the world, including all present, future, registered and unregistered rights which subsist in copyright, trademarks, patents, designs and circuit layouts.
    • Marketplace means the software-as-a-service data Marketplace that allows you to view, access, download and use Subscriber Data via the Platform on the terms of this Agreement.
    • 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.
    • Platform means the Eratos platform which delivers the Services to you.
    • Royalty means the payment you receive for the Sale of Data to a Marketplace 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 means to a third party for monetary or other valuable consideration.
    • Services means the services we provide to you via the Platform from time-to-time which are better described on the Site.
    • Site means the website located at the URL, and associated sub-pages, scripts, APIs, web apps, and source code that make up the website.
    • Subscriber means you, a subscriber to the Platform and Services.
    • Subscription Terms means the terms and conditions you agree to when you create an Account or otherwise use the Services, a copy of which is on the Site.
    • Subscriber Data means any Blocks, data or data files or datasets of any type that are made available via the Platform for storage in the Eratos data repository or made accessible to Subscribers via the Platform or indexed by the Platform.
    • Subscription means the fee-based subscription to access our Platform and use our Services as specified on our Site and as agreed to you in the process of setting up an Account governed by the terms of the Subscription Terms and your specific Subscription Licence.
    • Subscription Licence means your specific licence terms which detail the inclusions, exclusions, usage rights, limits of your licence and other rights that form part of your Subscription.

    1. The Creator owns or has the rights to all Intellectual Property Rights in Subscriber Data you access, download and use via the Platform. No rights, other than those granted by the licence in this clause, in the Subscriber Data are granted to you.
    2. When you access, download and use Subscriber Data, you are granted a revocable, royalty-free, limited license from the Creator to use, reproduce, modify, adapt, publish, translate and create derivative works of the Subscriber Data.
    3. You represent and warrant on an on-going basis that your use of Subscriber Data will not infringe the rights of any other person or body and will comply with all applicable laws, regulations, codes and standards, including without limitation your obligations under the Privacy Act and any other laws or regulations governing personal information.
    4. To the extent that a Creator has moral rights (as that term is defined in the Copyright Act 1968 (Cth)) in Subscriber Data you access, download and use via our Platform, you must ensure all moral rights continue to be attributed to the Creator.
    5. You agree that you will not use the Subscriber Data to create (Infringing Content):
      1. content that infringes, or may infringe, the Intellectual Property Rights or other rights of any person;
      2. content that impersonates any person or entity or otherwise misrepresents your relationship with Eratos, the Creator or any other person;
      3. content that is false, unlawful, misleading, libellous, defamatory, slanderous, obscene, pornographic, indecent, lewd, abusive, harassing or advocates harassment of another person, threatening, invasive of privacy, abusive, inflammatory, fraudulent or otherwise objectionable;
      4. content that can reasonably be considered to be offensive, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, or which incites such behaviour or action from others;
      5. content that would constitute, encourage or promote, or provide instructions for the conduct of an illegal act or omission, any criminal activity, or violate the rights of any person or party in any country of the world;
      6. content which contains the private information of any person; and/or
      7. content which contains viruses, malware or any other malicious software or data.
    6. To the maximum extent permitted by law, Eratos will have no responsibility or liability for your access, downloading and use of Subscriber Data, or for any loss or damage suffered by you or any other person as a result of you accessing, downloading or using Subscriber Data.
    7. Eratos is under no obligation to review Subscriber Data to determine its accuracy, truthfulness, right to use by you or third party rights.
    8. Eratos reserves the right to delist or remove any Subscriber Data at any time without liability to you.

    1. In consideration for the payment of Subscription fees pursuant to the Subscription, Eratos grants to you a non-exclusive, non-transferable, revocable licence (Marketplace Licence) to access the Marketplace and use the Marketplace subject to the terms of this Agreement.
    2. Notwithstanding clause 3.1, Eratos may refuse to grant a Licence to any person or company, for any reason whatsoever in its sole discretion.
    3. You may not otherwise sublicense, deliver, transfer or assign the Licence to any other person except with the written permission of Eratos.
    4. You are responsible for your acts and omissions when accessing the Marketplace and any conduct that occurs using your log-in details and/or password.
    5. Access to the Marketplace is restricted to you only. You will not allow another person to use your log-in details or password.
    6. To the extent use of the Marketplace requires you to install Eratos software (Software), Eratos grants you a limited, non-transferable, non-sublicensable, non-exclusive license during the term of the Subscription to use the object code form of the software internally in connection with your 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 Data Information.
    2. You represent and warrant that you have all necessary rights, consents and permissions to publish, reproduce the Data 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 Data 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 Data .
    5. You are responsible for ascertaining whether your systems meet the hardware, software and any other applicable system requirements for the software. Eratos makes no representation or any responsibility under this Licence if any software, Data or Subscriber Data or any information provided by Eratos to you will be compatible with your hardware, systems or error free.

    1. You may, at your option and in your sole discretion, upload publish Data 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 Data Information solely in connection with operating and marketing the Marketplace (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 Data as necessary to perform our obligations under this Agreement.
    5. Eratos reserves the right to:
      1. refuse Data; and/or
      2. remove any Data, from the Marketplace 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 Eratos has no control over the Data that are uploaded onto the Marketplace by any party nor do we have any control over a Marketplace customer's use of your Data
    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 Data by another subscriber or a Marketplace customer's use of your Data.
    3. You indemnify Eratos for any loss or damage we suffer as a result of a claim against us by another subscriber or a Marketplace customer's use of your Data.

    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 Data Information on the Marketplace where Personal Information is collected directly by you

    1. The Subscriber Data may incorporate components licensed to the Creator and/or Eratos by third parties and you may have obligations to those third parties in relation to your access, downloading and use of Subscriber Data. You agree that you shall comply with such end user licence agreements, terms and conditions (Third Party Licences).
    2. You agree that the use of the Subscriber Data, in addition to this Agreement, will be governed by any terms and conditions specified by any Third Party Licence that applies to you and your use of Subscriber Data.
    3. You agree to be bound by and observe all terms and conditions of any Third Party Licence and acknowledge that any breach of a Third Party Licence will entitle Eratos to terminate your access to the Platform and Services.

    1. You indemnify and keep indemnified, Eratos, its agents, employees and officers against all loss, cost, expense or damage which Eratos, its agents, employees or officers suffer or incur, as a direct or indirect result of:
      1. any misuse of the Platform and/or Services by you in breach of this Agreement;
      2. your breach of this Agreement or violation of any law or Intellectual Property Rights in Subscriber Data or other rights of a third party;
      3. you creating any Infringing Content; or
      4. any legal proceedings or any claim made against Eratos by a third party, which arises directly or indirectly from any Infringing Content.

    1. You acknowledge and agree that Eratos has made no warranties that the Subscriber Data will be error free nor that the Subscription Data will be the most up to date data available.
    4. Eratos represents and warrants that it will take reasonable commercial efforts to ensure that the software or any data or information appearing on the Site or Platform will be free from any viruses, malware or other harmful code. But Eratos will not be responsible for any loss or damage incurred by you should any virus, malware or other harmful code be introduced to your system or hardware. You accept that you are responsible for ensuring that you have installed appropriate technological security systems to protect your system and hardware.

    1. Eratos reserves the right to revise and amend this Agreement in its discretion, as follows:
      1. if Eratos considers that the change is likely to benefit you or have a neutral or minor detrimental impact on you, it may make any changes immediately without notifying you except by publishing the amended Agreement (as applicable) on the Platform; and
      2. if Eratos considers that the change is likely to have a significant detrimental impact on you, it will make the change after it has notified you of the change (solely by using the email address you have provided) and will display a notice on the Platform describing the change.
    2. Your continued use of the Platform after an amendment will mean that you agree to that amendment. You must stop accessing the Platform and cease using the Services if you do not agree to an amendment.

    1. In the interpretation of this Agreement unless the context otherwise requires:
      1. headings and words in bold type are included for convenience only and do not affect interpretation;
      2. the words "includes" or "including" mean "includes without limitation" or "including without limitation";
      3. a reference to a word includes the singular and the plural of the word and vice versa;
      4. a reference to a gender includes any gender;
      5. if a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;
      6. a term which refers to a person includes a person in any capacity, a body corporate, an unincorporated body (for example a society or association), a trust, a partnership, a sovereign state, a government or a government department or agency;
      7. a reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;
      8. a reference to a recital, clause, paragraph, schedule, annexure or other part is a reference to an item of that type in this Agreement;
      9. a reference to a party is a reference to a party to this Agreement and includes a reference to that party's successors, personal legal representatives and permitted assigns;
      10. a reference to a statute or regulation or a provision of a statute or regulation includes a reference to that statute, regulation or provision as amended or replaced, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws made or issued under that statute; and
      11. if an individual party to this Agreement consists of two or more persons, then those persons are bound both jointly and severally.
    2. This Agreement will be construed in accordance with and will be governed by the laws in force in Victoria, Australia. Each of the parties irrevocably submits to and accepts the exclusive jurisdiction of any of the Courts of Victoria, Australia.