WEBSITE TERMS & CONDITIONS
Welcome to the iSolveData website. The Site is operated by iSolveData Pty Ltd and presents the Terms and Conditions that applies to all its users.
These Terms and Conditions also apply to the delivery and use the Products and services of Customers of the Company as outlined below.
- Access to the Site
1.1 By using the Site and any of the content or materials delivered to you, you signify your agreement to these Terms of Conditions and other rules and requirements specified in this Site.
1.2 You also agree that, in your use of the Site you will comply with all applicable local, national, and international laws and regulations according to the State of Victoria, in Australia in accordance with the Territory.
- Terms and Conditions
2.1 Unless otherwise stated iSolveData owns the Intellectual Property rights in the website and in the Product Data supplied to the Customer subject to the license terms below.
2.2 In using this site you may view, download for caching purposes only, and print pages from the website for your own personal use, subject to the restrictions set out below and elsewhere in these Terms and Conditions. You must not reproduce, duplicate, copy or otherwise exploit material from this website for commercial purposes.
2.3 The Company respects the Intellectual Property, Confidential Information and Privacy of its Customers in accordance with these Terms and Conditions.
- Confidential Information
iSolveData warrants that all Data supplied by the Customer to the Company shall remain under a strict policy of Non - Disclosure and Confidentiality.
3.1 iSolveData agrees to hold the Customers Confidential Information in strict confidence in accordance with these Terms and Conditions.
3.2 iSolveData agrees not to disclose any Confidential Information to third parties without the prior, written consent of the Customer.
3.3 iSolveData agrees not to use any Confidential Information for any purpose except for the purposes outlined under the Data Licensing provisions in Clause 7 below.
3.4 iSolveData will ensure that all employees or agents to whom Customers Confidential Information is disclosed are legally bound to keep the Customers Confidential Information confidential and not to use the Confidential Information except for the purposes outlined in the provision for Licensed Data.
- Privacy
Our Customers right to privacy is important to us. The following terms are provided to explain how iSolveData collects and use information that respects your Privacy.
4.1 iSolveData and the Customer agree to comply with the terms of the Australian Privacy Act 1988 and Privacy Amendment Act (Enhancing Privacy Protection Act) 2012 (Cth).
4.2 The Company upholds the obligation to ensure that Customer Data is neither lost nor exploited. The Company upholds the Privacy of all material supplied as Customer Data in accordance with the Company’s privacy policy which is available here: http://www.isolvedata.com.au/privacy-policy/
4.3 For the purposes of clarity iSolveData agrees to the following use of Data and privacy purposes.
Data protection
4.4 iSolveData is keen to strike a fair balance between personal privacy and ensuring hat you obtain full value from the products and services it provides, while ensuring that it complies with all the protection in the Privacy Act 1988 afforded to individuals. iSolveData will hold your Data securely in accordance with this Act.
Collection and use of personal data
4.5 Personal data is not stored nor captured through the Site without the prior knowledge and consent of users. Where personal information is captured (e.g through web-based forms for feedback, registration, requests, etc), the user will be informed as to what personal information is being collected, who will use it, and for what purpose(s) it will be used.
4.6 Any Data that you give us will be treated with the utmost care and security. We will hold your personal information in our systems for as long as it is still used for the purpose stated when originally requested in accordance with any other licensing provisions.
4.7 iSolveData is keen to strike a fair balance between your personal privacy and ensuring that you obtain full value from the products and services it provides, while ensuring that it complies with all the protection of the Privacy Act 1988.
4.8 Should you request that we amend or suppress records containing Data, we will endeavour to do so as promptly as practical. However, you may receive communications for a transitional period while we process your records.
Cookies
4.9 This Company Website uses cookies - a small piece of information stored on your computer in the form of a file - where strictly necessary for the purposes of making the Website work, for monitoring performance or facilitating functionality. You may refuse the use of cookies by adjusting the settings of your web browser, however please note that if you do this you may not be able to use the full functionality of the Site. By using the Site, you consent to the use of cookies and use of the data they provide.
- Access to Data
5.1 iSolveData and the Customer agree to access all Data in the manner set out in accordance with the provisions listed below.
5.2 iSolveData and the Customer acknowledges and agrees that they each party will provide them with any account, identification numbers and/or passwords, furthermore the parties agree:
(a) they will bear sole responsibility for protecting all identification numbers and passwords;
(b) they will not provide such identification numbers and passwords to any third party;
(c) they will for security purposes change such identification and passwords periodically or as directed by iSolveData and the Customer from time to time.
5.3 The Customer acknowledges that iSolveData will not be obliged to provide access to any Product or Product Data to the extent it is prohibited from doing so by Law or any of its agreements with its suppliers or service providers.
5.4 iSolveData and the Customer agree to keep backup records of Data on a secured server, and that no third parties will be given permissible access to the Data on this server.
5.5 iSolveData and the Customer agree to erase any data received on a portable device once the Data has been delivered to the party.
5.6 Respecting the reciprocal Intellectual Property rights of both parties, Data will be supplied identifying the author and history of the creation of Data.
5.7 iSolveData agrees to deliver and the Customer agrees to accept Data according to the Product Terms and Product Schedule respecting the Confidential Information of both parties.
- Data Licensing
As part of the Terms and Conditions of this website iSolveData outlines the terms of licensing its Data according to the below licensing arrangements.
6.1 Open Source License
This is an Open Source Licence offered frequently as part of iSolveData’s general service to customers to provide Data for Direct Marketing purposes. The Company grants an Open Source Licenses for the use of this Data in accordance with the following provisions.
When the Customer accesses Data marked "Creative Commons Attribution - Non Commercial", the customer accepts a limited non-exclusive licence in accordance with the full licence terms for a Creative Commons Attribution - Non Commercial 3.0 Australian licence outlined at http://creativecommons.org/licenses/by-nc/3.0/au/legalcode to:
(a) download, remix, alter and re-use the Data for non-commercial purposes;
(b) share the Data by copying, distributing and communicating it to others;
(c) attribute the author of the Data as outlined under the above linked licence terms.
6.2 Service License
This is an exclusive licence granted by the Customer for iSolveData to perform a task Customers Data for a specific service. iSolveData accepts an exclusive license from its Customers respecting the third party Intellectual Property Rights of the Customer and return the Data.
6.2.1 Subject to these Terms and Conditions the Customer grants a exclusive, non- transferable, non assignable license for iSolveData to access and use its Data in the Territory, for its enterprise only and solely for the Company’s internal business purposes as outlined in the Product Schedule.
6.2.3 The rights under this license include the exclusive right for the Company to perform a Service including, but not limited to data cleansing, data reports, database support, archiving of data, performance tuning and optimisation of Data, migrations and upgrades, database consolidation, database design, and database assessment and planning.
6.2.4 The exclusive License permits the Company to perform these Services only. Under no circumstance may iSolveData license or sublicense the Data for any other purpose other than for the performance of its duties under this License listed in the Product Schedule.
6.2.5 The grant of this licence will be transactional in nature, and granted in consideration for the performance of specific duties payable for a fee outlined in the Product Schedule for a specified Product Term, in relation to the service and delivery of the core Products of the Company.
6.3 Product Data License
iSolveData shall create and develop new original Intellectual Property that can be licensed to clients, or third parties by way of Product Data.
The provision of a License of Product Data may additionally include the establishment of a formal joint venture or commercial agreement subject to the grant of additional terms as outlined in a subsequent agreement.
6.3.1 Subject to any substitute contract or joint venture agreement iSolveData shall grant a revocable non- exclusive license for the client to use the Product Data for specified purposes outlined in the Product Schedule for the Product Term.
6.3.2 Subject to the terms of any substitute contract, the Company hereby grants to the Customer a non-exclusive, non-transferable, non-sublicensable limited license for the term outlined in the Product Schedule to use the Products and the Product Data in the Territory, within the Customer’s enterprise only and solely for the Customer’s internal business purposes in the Territory for the Product Term.
6.3.3 On supply of the Product Data except as expressly permitted under these Terms and Conditions or to the extent permitted by Law, the Customer and its employees and representatives must not nor encourage any person or entity to:
(a) decompile, disassemble, reverse compile or otherwise reverse engineer all or any portion of the Products, including any source code, object code, algorithms, methods or techniques used or embodied therein;
(b) modify, duplicate or create any derivative works based upon the Products or the Product Data;
(c) distribute, resell, disclose, market, publish, rent, lease, assign, incorporate into any database, sublicense or otherwise transfer any Product or Product Data in any form to any third party, or use the Products or the Product Data on behalf of or for the benefit of any third party;
(d) remove or alter any copyright, trademark, logo or other proprietary notice or label appearing on or in the Products or the Product Data;
(e) data mine, scrape, crawl, email harvest or use any process or processes that send automated queries to the Products or the Product Data;
(f) incorporate any portion of the Products or the Product Data into any other materials, products or services that are not intended for the Customer’s internal business use; and
(g) use, or offer to use, the Products or any Product Data for or in connection with any direct marketing activities (unless expressly provided for in the Product Terms or with the intention of encroaching upon the privacy of an individual).
- Fees
7.1 The Customer will pay iSolveData the fees set forth in, and in accordance with, the Product Schedule.
7.2 Except as expressly provided for in the Product Schedule, all Products are GST exclusive. If provision of the Product Data is subject to GST, the Customer must pay to iSolveData an additional amount equal to the relevant fee multiplied by the applicable GST rate. Such additional amount is payable at the same time as the related fee.
- Limited Warranty
8.1 iSolveData hereby represents and warrants that the Product Data will have those features described in the Product Schedule or within any applicable Product Terms, and that it will use commercially reasonable efforts to ensure that the Product Data are accessible in accordance with these Terms and Conditions for the Product Term. In the event of any breach of this warranty, the Customer agrees, as iSolveData service providers’ sole and exclusive obligation and the Customer’s sole and exclusive remedy, to use commercially reasonable efforts to modify, correct or provide access to the relevant Product Data.
8.2 The warranty set forth in clause 8.1 is in lieu of any other warranties, and to the fullest extent permitted by Law (subject to clause 8.3), all other warranties are hereby excluded, and the Company and its service providers hereby expressly disclaim all warranties:
(a) that if the Products and Product Data are accessed via the Company’s Web site, that the iSolveData’s site will function in an uninterrupted manner, be available 24 hours a day, 7 days a week, or be fully secure;
(b) if the Product Data are software installed by iSolveData, that the software will be secure, timely, uninterrupted or error-free, will operate in combination with any other hardware, software, system or data, or will meet the Customer’s requirements or expectations;
(c) that any data stored by iSolveData will be accurate, reliable or secure
(d) errors or defects will be corrected, however iSolveData will endeavour to correct errors within a reasonable time;
(e) regarding the use of the Product Data, in terms of correctness, accuracy, reliability or otherwise;
(f) the Products will be free of viruses or other harmful components however, iSolveData will use reasonable endeavours to ensure that the Products will be free of viruses;
(g) that the statistical methods on which any of the Product Data are based use appropriate or accurate assumptions, are fit for the Customer’s particular purpose or are otherwise suitable for the Customer’s use; or
(h) that the performance of the Products will not be affected by data entry errors, including incorrect entries, double entries or delayed entries, or incorrect or untimely data supplied by ISolveData’s third party suppliers.
8.3 The Product Data, including, without limitation, any information, data, prices, and quotations contained therein, are subject to change without notice, except as otherwise expressly provided herein, Product Data is provided to the customer on an “as is, as available” basis without any representations or warranties of any kind, either express or implied, including, but not limited to, any implied warranties of merchantability, fitness for particular purposes, title, non-infringement, security, availability, accuracy, or otherwise.
8.4 The Customer acknowledges that it has read, understands and accepts and agrees to any additional terms, conditions and limitations of ISolveData’s suppliers set forth in the Product Schedule, if any.
- Property Rights, Company Indemnification
9.1 The Customer will indemnify and hold the Company and its service providers harmless from, any claim based upon use of any Products or any Product Data in combination with any equipment, services, data, algorithms, models, indices, tools and/or products not supplied by the Company or its service providers, if the alleged infringement would not have occurred but for such use;
9.2 Customer will indemnify and hold the Company and its service providers harmless from, any claim relating to the Customer Data, including the Company’s and its service providers’ use of Customer Data as permitted under this agreement
9.3 If at any time all or any part of the Products or the Product Data is, or in the Company’s opinion may become, subject of any claim or suit for any infringement, the Company may at its own expense and option modify or replace the affected Product or Product Data so that it is non-infringing, or obtain for the Customer the right to continue using the affected Product or Product Data. If neither of foregoing options is in the Company’s opinion commercially reasonable, the Company will have the right to terminate any licence with immediate effect after which time the Customer’s use of the affected Product or Product Data is at the Customer’s sole risk.
- Proper Records, Right to Inspect and Audit
10.1 The Customer will follow all reasonable instructions iSolveData gives from time to time with regard to the use of the Products and Product Data.
10.2 The Customer permits iSolveData all reasonable times to check that the Products and the Product Data are being used in accordance with the terms of the Product Schedule, and for such purposes the Customer must maintain complete and accurate records of the Customer’s use of the Products and the Product Data and will allow the Company a right to inspect the Product Data supplied to it.
10.3 The Customer expressly acknowledges that iSolveData has entered into various licensing agreements for ongoing use of data with various data suppliers and as such the Company has undertaken certain contractual obligations. To assist the Company in meeting these obligations the Customer agrees to comply with and/or accept responsibility for all of the Company’s obligations expressed or implied in such supplier agreements including ensuring ownership of all specified Data .
- Limitation of Liability
11.1 To the maximum extent permitted by Law, in no event will iSolveData and its service providers’ aggregate liability to the Customer exceed he amount of fees actually paid by the Customer to the Company in accordance with the Product Schedule.
11.2 To the maximum extent permitted by Law, in no event will the Company and its service providers be liable for
(a) any special, consequential, indirect, incidental, punitive or exemplary damages of any kind, or
(b) damages for any loss of profits or revenue, loss resulting from interruption of business or loss of use or Data, arising out of or relating to the supply or services however caused, even if the Company and its service providers have been advised of or should have known of the possibility of such loss.
(c) The Customer assumes the risk in using the Products and the Product Data as well as total responsibility for establishing such procedures for data backup and virus checking as the Customer considers necessary.
- No Warranty
12.1 iSolveData makes no express warranty or representation:
a) that access to this Company Website will be uninterrupted. iSolveDatas is not responsible for any loss or damage you may incur as a result of your
b) as to the accuracy or authenticity of all information contained within the Company Website
c) as to the functionality or operation of this Company Website or the features contained in it;
d) that the Company Website is free from viruses or defects; or use of this Site or your use of or reliance on the Site Content.
- Full Screen Format
13.1 You must not display the information on this Site other than in full screen format. The information contained in this Site is not to be displayed within a frame of another Site without the Company’s permission.
- Links To and From This Site
14.1 The Company Website includes links to other websites each linked website has its own terms and conditions of use, and you must ensure that you comply with them.
14.2 Each link to another website is provided by iSolveData for assistance only. In providing those links, iSolveData does not endorse or make any representation or warranty regarding the products, services or information available via any linked website, or in respect of the owner or operator of that website.
14.3 iSolveData is not responsible for any loss or damage arising from your use of or access to any linked website.
- Definitions and Interpretations
Definitions
In the Terms and Conditions:
“iSolveData " means the Company iSolveData Pty Ltd and associated registered business entities.
"Confidential Information" means all Data (as defined in the Terms of Service) stored using the Services including but not limited to computer source code, files and content contained within (e.g. source code, any business plan, concept, idea, know-how, process, technique, program, design, formula, algorithm or work-in-progress, any engineering, manufacturing, marketing, technical, financial, data, or sales information, pricing or business information, and any other information or materials, whether written, or graphic, or any other form), or any other proprietary information created for Direct Marketing purposes as contemplated by the Terms and Conditions. Other than as expressly provided in the use of its own Product Data the Company obtains no proprietary rights of any kind to your Confidential Information. Ownership of your Confidential Information stored by the Company is retained by the Customer as described in the Terms and Conditions.
“Company” means iSolveData Pty Ltd at Lvl 8, 350 Collins Street, Melbourne VIC 3000. Company Website means “The Isolve Data company Website : www.isolvedata.com.au “
“Creative Commons Attribution - Non Commercial Licence” means the Creative Commons Attribu- tion - Non Commercial 3.0 Australian licence outlined at: http://creativecommons.org/licenses/by- nc/3.0/au/legalcode
“Customer” is the individual or Company referred to in Product Schedule and includes the agents and employees of the Customer.
“Customer Data” means any and all data, information, content, databases, metadata and other ma- terials provided or that may be supplied to ISolveData by the Customer (or otherwise obtained by the Company from the Customer), directly or indirectly, from time to time, including any content posted for the purposes of a Service License or Product License in accordance with the Product Schedule.
“Data” means all data, information, databased, Customer Data, Product Data, exchanged between the Company and Customer subject to the licenses contained within Clause 7 of the Terms and Conditions. This includes but is not limited to computer source code, files and content contained within (e.g. source code, any business plan, concept, idea, know-how, process, technique, pro- gram, design, formula, algorithm or work-in-progress, any engineering, manufacturing, marketing, technical, financial, data, or sales information, pricing or business information, and any other in- formation or materials, whether written, or graphic, or any other form) any other proprietary infor- mation created by ISolveData.
“Direct Marketing” means one to one marketing, normally supported by a database, which uses samples of Data promote the services of the Company. This could include, but is not limited to marketing messages addressed directly to current Customers and/or prospects and data derived from email addresses, phone numbers, fax numbers, postal addresses, and even web browser cookies.
“GST” has the meaning it has in the A New Tax System (Goods and Services Tax) Act 1999 (Cwlth).
“Intellectual Property” includes, without limitation, present and future:
(a) copyright including future copyright and so called neighbouring rights;
(b) design applications and registered or unregistered design rights;
(c) trade secrets, know-how and confidential information;
(d) trade mark applications and registered or unregistered trade marks;
(e) rights in relation to circuit layouts, semi-conductor chips and integrated circuits;
(f) patents; and all other intangible property rights and all statutory and common law rights and remedies in relation thereto.
"Terms and Conditions" means these terms of use, together with the ISolveData Privacy notice listed in Clause 4 and any additional terms, conditions, notices and disclaimers displayed on the ISolveData Site.
“Law” means common law, principles of equity, and laws made by parliament (laws made by par- liament include State, Territory and Commonwealth laws and regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them).
“Non Disclosure” means the duty not to disclose any Confidential Information to third parties without the prior, written consent of the Customer.
“Open Source Licence” means a licence to provide Data to the Customer for Direct Marketing under the terms of a Creative Commons Attribution - Non Commercial 3.0 Australian licence outlined at http://creativecommons.org/licenses/by-nc/3.0/au/legalcode to:
“Party” and “Parties” means iSolveData and the Customer.
“Personal Information” means information or opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained from the information or opinion with ISolveData warrants to protect.
“Privacy Policy” means ISolveData’s privacy policy linked here [provide link to above document] as updated from time to time as defined in Clause 4.
“Product Data” means any data or results, including any property information, ownership informa- tion, sales information, photographs, valuation or market share analyses, index results or alerts, contained within or provided through the Products respecting the Intellectual Property of ISolveDa- ta.
“Product License” means the license of Product Data to Customers respecting the Intellectual Property of ISolveData in accordance with their Product Schedule.
“Products” means those property information data or services, software and/or valuation products listed as such on a Product Schedule.
“Product Schedule” means the schedule provided to the Customer separately in either hard or soft copy executed by or on behalf of the Customer which contains the Product identity and description, the fees payable and other material terms of the Customer’s Contract.
“Product Term” means the length of any licence or customer arrangement specified in the Product Schedule.
“Site” means the Company Website.
“Service License” or “Service” means a exclusive license for ISolveData to perform service duties to Customer Data as set out in the Product Schedule on behalf of the Customer. These include but are not limited to data strategy, archiving strategy, database design, database assessment and planning, third party software integration, custom application integration)
“Terms and Conditions” means the terms outlined here which form the basis of a product disclosure statement on behalf of the Company.
“Territory” means Australia and New Zealand. For the avoidance of doubt, any dispute in relation to the supply of Data shall be restricted to all applicable local, national, and international laws and regulations according to the State of Victoria, Australia.