PSMA API Application End User Terms of Use

These Terms of Use are a binding agreement between you (referred to as ‘You’, ‘Your’, ‘Yourself’ and ‘End User’) and the Developer making this Application available to You, regarding Your use of PSMA Data (and any output, product or service derived from use of PSMA Data) provided through this Application. You and the Developer are each ‘a party’ to these Terms of Use and are together ‘the parties’.

Please read these Terms of Use carefully before You use this Application and ensure You have understood them. By using this Application, You agree to be bound by these Terms of Use, either as an individual or on behalf of the entity You represent.

If You do not agree with these Terms of Use, You must not use (or must immediately stop using) this Application, including any PSMA Data (and any output, product or service derived from use of PSMA Data).

If You have any questions about these Terms of Use, please contact the Developer.

Background

  1. The Developer has created this Application using a PSMA API. This Application allows You to access and use a feed of PSMA Data (or some output, product or service derived from use of a feed of PSMA Data) via the use of a unique API key or token embedded in the Application.
  2. These Terms of Use govern Your use of PSMA Data (and any output, product or service derived from use of PSMA Data) provided through this Application.
  3. These Terms of Use do not cover other aspects of this Application, including use of any content or Data of the Developer or third parties, which should be governed by separate terms of use.

 

IT IS AGREED

 

  1. Definitions
    1. In these Terms of Use:
      1. Application means the application with which these Terms of Use are associated, which was created by the Developer using a PSMA API and allows You to access and use a feed of PSMA Data or some output, product or service derived from use of a feed of PSMA Data;
      2. Data means any text, graphics, audio, visual (including still visual images) or audio visual material, software, applications, data, database content or other multimedia content, information and material;
      3. Developer means the person or entity making the Application available to You;
      4. DigitalGlobe means DigitalGlobe Inc. a Delaware corporation, located at 1300 W. 120th Avenue, Westminster, Colorado, 80234, USA and its affiliates and Related Bodies Corporate within the meaning given in section 9 of the Corporations Act 2001 (Cth);
      5. End Users means persons using the Application, including You where the context permits;
      6. Intellectual Property Rights include any:
        1. copyright;
        2. database rights;
        3. design, patent, trade mark, semiconductor, circuit layout, broadcast or plant breeder rights;
        4. trade, business, company or domain name rights;
        5. know how, trade secrets, inventions, processes, rights of confidence;
        6. other proprietary, licence or personal rights arising from intellectual activity in the business, industrial, scientific or artistic fields,

        and all other similar rights anywhere in the world whether or not registered and including applications for registration of any of them;

      7. PSMA API means an application programming interface created by PSMA Australia to allow developers to build applications using PSMA Data;
      8. PSMA Australia means PSMA Australia Limited ACN 089 912 710 of Unit 6, 113 Canberra Avenue, Griffith in the Australian Capital Territory, Australia;
      9. PSMA Data means Data from the datasets created by PSMA (see the copyright notice associated with the Application for details of specific datasets used). Detailed data product descriptions and metadata statements are published by PSMA from time to time at www.psma.com.au;
      10. PSMA Distribution means PSMA Distribution Proprietary Limited ACN 131 984 800 of Unit 6, 113 Canberra Avenue, Griffith in the Australian Capital Territory, Australia; and
      11. Terms of Use means this document, including any annexure or schedule to it.
  2. Variation
    1. The Developer may vary these Terms of Use at any time on 20 days’ notice to You, unless the change is required by a provider of source data for PSMA Data on less than 20 days’ notice, in which case the Developer will give You such notice as is reasonably practicable in the circumstances.
    2. If You continue to use the Application to access PSMA Data (or any output, product or service derived from use of PSMA Data) after such notice period, You will be deemed to have accepted that the varied terms apply to any PSMA Data (or any output, product or service derived from use of PSMA Data) provided through the Application from the date of expiry of the notice period. If You do not wish to accept the varied terms, You must stop using the Application from the date of expiry of the notice period, though you may continue to use any PSMA Data (and any output, product or service derived from use of PSMA Data) obtained prior to the expiry of the notice period in accordance with these Terms of Use.
  3. Grant of Licence and Intellectual Property Rights and Restrictions
    1. There is no transfer of ownership of any Intellectual Property Rights in PSMA Data under these Terms of Use. These Terms of Use only convey a limited right to use PSMA Data (and any output, product or service derived from use of PSMA Data) provided through the Application and do not convey ownership of PSMA Data to any End Users, including You.
    2. The Developer grants You a perpetual, non-exclusive, world-wide, non-transferable licence to use PSMA Data (and any output, product or service derived from use of PSMA Data) provided through the Application for Your personal or internal business use in a way that does not make any PSMA Data (or any output, product or service derived from use of PSMA Data) available to any third party.
    3. For the avoidance of doubt, You may only use PSMA Data (and any output, product or service derived from use of PSMA Data, including outputs, products or services that You may develop Yourself from information provided through the Application) for Your personal or internal business use in a way that does not make any PSMA Data (or any output, product or service derived from use of PSMA Data) available to any third party. You must not use PSMA Data (or any output, product or service derived from use of PSMA Data, including outputs, products or services that You may develop Yourself from information provided through the Application) in any external manner. If You do wish to use PSMA Data (or any output, product or service derived from use of PSMA Data, including outputs, products or services that You may develop Yourself from information provided through the Application) in an external manner, please see www.psma.com.au for further information about Your PSMA Data licensing options.
    4. Notwithstanding clause 3.2, Your licence to use PSMA Data (and any output, product or service derived from use of PSMA Data) provided through the Application is revocable and may be immediately revoked by notice to You if these Terms of Use are terminated in accordance with clause 8.2.
    5. In addition to the personal and internal business use restrictions described in clauses 3.2 and 3.3, You must comply with the following conditions:
      1. You must ensure that any copy of PSMA Data (and any output, product or service derived from use of PSMA Data) made pursuant to these Terms of Use bears or appropriately references the copyright and disclaimer information set out at psma.com.au/psma-data-copyright-and-disclaimer. References to this information must be no less prominent than any similar reference to other copyright information included by You.
      2. Where a reference to psma.com.au/psma-data-copyright-and-disclaimer is embedded in the Application’s responses, You must not remove those references;
      3. You must comply with any additional reasonable directions of the Developer, PSMA Distribution or PSMA Australia regarding the form and content of the copyright and disclaimer information described in this clause 3.5;
      4. You must comply with all laws, rules and regulations applicable to Your use of PSMA Data (and any output, product or service derived from use of PSMA Data) including any applicable privacy laws (such as the Privacy Act 1988 (Cth)). Further, You must comply with any direction of the Developer, PSMA Distribution or PSMA Australia to observe any recommendation of the Privacy Commissioner relating to use of PSMA Data; and
      5. You must not use PSMA Data (or any output, product or service derived from use of PSMA Data) for anything which in the Developer’s, PSMA Distribution’s or PSMA Australia’s reasonable opinion may be illegal, deceptive, misleading, unethical, incorrect, offensive, defamatory or otherwise inappropriate or may infringe any third party rights.
    6. PSMA Distribution and PSMA Australia may monitor and store information about Your use of PSMA APIs via the Application. They may also capture any information which You process through PSMA APIs using the Application (for example, addresses to be verified). If they capture any such information, they may use and distribute that information to improve the accuracy of their products. If that information is incorporated within their products, any Intellectual Property Rights in that information, as it forms a part of their products, will vest in PSMA Australia. If PSMA Distribution or PSMA Australia distribute any information described in this clause 3.6 to a third party, they will use reasonable endeavours to de-identify it so that no persons can be connected with the information by the third party.
    7. To the extent that any new Intellectual Property Rights arise in any material created by copying, thinning or otherwise editing or manipulating PSMA Data, those new Intellectual Property Rights vest on their creation in PSMA Australia. You must not assert an interest in any such rights, except as required for PSMA Australia to exercise its rights.
    8. PSMA Data may be derived from or based upon open data licensed to You under a separate open licence. Notwithstanding any other provision of these Terms of Use, to the extent that any such open data subsists in PSMA Data, it is licensed directly to You and other End Users and any other person with access to PSMA Data pursuant to these Terms of Use under its open licence and is not licensed or sublicensable under these Terms of Use. Information about any such open data and the terms under which it is licensed can be found at https://www.psma.com.au/psma-data-copyright-and-disclaimer. In the event of a conflict between these Terms of Use and any separate open licence, the separate open licence will prevail with respect to the open data.
    9. Any rights and permissions relating to PSMA Data (and any output, product or service derived from use of PSMA Data) not expressly granted to You in these Terms of Use are expressly excluded.
  4. Infringement of Intellectual Property Rights
    1. You must notify the Developer as soon as practicable if You become aware:
      1. of any actual, suspected or anticipated infringement of Intellectual Property Rights in PSMA Data or any output, product or service derived from use of PSMA Data; or
      2. that Your use of PSMA Data (or any output, product or service derived from use of PSMA Data) infringes, or is suspected or alleged to infringe, the Intellectual Property Rights of any other person.
    2. You must comply with any reasonable directions from the Developer, PSMA Distribution or PSMA Australia in relation to any actual, suspected or alleged infringement referred to in clause 4.1 and must render all reasonable assistance to them in relation to any such infringements including:
      1. ceasing use of any allegedly infringing material; and
      2. allowing PSMA Australia (or a nominee of PSMA Australia) the right to control any related litigation or settlement negotiations.
  5. PSMA Data Disclaimer and Limitation of Liability
    1. PSMA Australia endeavours to ensure that PSMA Data is accurate and complete by using source data primarily from Australia’s federal, state, territory and local governments and other reputable sources, including DigitalGlobe.
    2. Notwithstanding clause 5.1, PSMA Data is provided ‘as is’ and neither the Developer, nor PSMA Distribution, nor PSMA Australia, nor Australia’s federal, state, territory and local governments, nor any other providers of source data for PSMA Data (including DigitalGlobe) make any representations or provide any warranties (express or implied) about the accuracy, completeness or fitness for any particular purpose of PSMA Data, that PSMA Data is without errors or faults or that the provision of PSMA Data will be uninterrupted or error free.
    3. To the extent permitted by law:
      1. in no event will the Developer, PSMA Distribution, PSMA Australia, Australia’s federal, state, territory and local governments or any other providers of source data for PSMA Data (including DigitalGlobe) have any liability to You (including liability in negligence and liability for any incidental, consequential, special, exemplary or indirect damages) for any losses suffered (including any consequential loss, indirect loss or loss of profits or data) or expenses incurred by You arising from or related to:
        1. these Terms of Use and PSMA Data generally;
        2. use of PSMA Data for any particular purpose;
        3. PSMA Data being inaccurate or incomplete in any way for any reason;
        4. any errors or faults in PSMA Data;
        5. any interruption or failure of any electronic transmission of PSMA Data; or
        6. any information or advice referred to in clause 5.4,

        even if the Developer, PSMA Distribution, PSMA Australia, Australia’s federal, state, territory and local governments or any other providers of source data for PSMA Data (including DigitalGlobe) have been advised of the possibility of such losses or expenses;

      2. the total cumulative liability of the Developer, PSMA Distribution, PSMA Australia, Australia’s federal, state, territory and local governments and any other providers of source data (including DigitalGlobe) arising from PSMA Data and these Terms of Use (whether in contact or tort or otherwise) will not exceed the total amount of fees paid by You for PSMA Data;
      3. all statutory or implied conditions and warranties regarding PSMA Data are excluded; and
      4. liability under any condition or warranty which cannot legally be excluded is limited to the Developer:
        1. replacing the PSMA Data or supplying equivalent goods; or
        2. refunding You any fees paid for the deficient PSMA Data.
    4. You acknowledge that You have made Your own assessment of PSMA Data and have not relied on any information or advice given by the Developer, PSMA Distribution, PSMA Australia, Australia’s federal, state, territory or local governments or any other providers of source data for PSMA Data (including DigitalGlobe) (or any person purporting to represent them) regarding PSMA Data and whether it is reasonably fit for any purpose for which it will be used by You.
    5. If You find an error in PSMA Data, You may contact the Developer to inform it of the error and the suggested correction. If You provide this information to the Developer, the Developer, PSMA Distribution and PSMA Australia are free to use it for any purpose.
  6. Indemnity
    1. You indemnify and hold harmless the Developer, PSMA Distribution, PSMA Australia and their officers, employees and agents (‘those indemnified’) against any losses suffered (including any consequential loss, indirect loss or loss of profits or data) and expenses incurred (including legal expenses on a solicitor and own client basis) by any of those indemnified arising from:
      1. Your breach of these Terms of Use;
      2. Your negligence or unlawful act or omission;
      3. Your misuse of PSMA Data;
      4. Your development or use of any output, product or service derived from use of PSMA Data (except as it relates to the PSMA Data from which the output, product or service is derived); or
      5. Your use of PSMA Data in combination with other data or Intellectual Property Rights.
    2. Your liability to those indemnified under clause 6.1 will be reduced proportionately to the extent that the losses suffered and expenses incurred are caused or contributed to by the negligence or unlawful act or omission or breach of these Terms of Use by one of those indemnified.
  7. Confidentiality
    1. The Developer may disclose Your identity, these Terms of Use and other confidential information You provide pursuant to these Terms of Use to PSMA Distribution and PSMA Australia, provided that they agree to maintain its confidentiality.
  8. Term and Termination
    1. These Terms of Use bind the parties from the date on which you first access PSMA Data (or any output, product or service derived from use of PSMA Data) through the Application until they are terminated in accordance with clause 8.2.
    2. The Developer may immediately terminate these Terms of Use and revoke your licence to use PSMA Data (and any output, product or service derived from use of PSMA Data) provided through the Application by notice to You if:
      1. You are in material breach of these Terms of Use and such breach is either incapable of being remedied or is not remedied within 14 days of receipt of a written request to do so;
      2. You commit any repeated or persistent breaches of these Terms of Use; or
      3. You engage in conduct that may cause detriment to the name, goodwill, reputation or interest of the Developer, PSMA Distribution or PSMA Australia.
    3. Upon termination of these Terms of Use under clauses 8.1:
      1. subject to clause 8.4, these Terms of Use cease to have force or effect;
      2. You must destroy any PSMA Data (and any output, product or service derived from use of PSMA Data, including outputs, products or services that You may have developed Yourself from information provided through the Application) in your possession, custody or control, unless You have obtained a separate licence to use the relevant PSMA Data;
      3. You must not identify Yourself in any way as a licensee or former licensee of PSMA Data, unless You have obtained a separate licence to use PSMA Data;
      4. each party retains the rights it had against the other party in respect of any past breach, in addition to any other rights, powers or remedies provided by law; and
      5. You must comply with any reasonable directions from the Developer regarding the termination.
    4. The terms of these Terms of Use which are capable of having effect after termination will remain in full force and effect following the termination. For the avoidance of doubt, these terms include clauses 3.7 and 3.8 (Intellectual Property Rights), 4 (Infringement of Intellectual Property Rights), 5 (PSMA Data Disclaimer), 6 (Indemnity), 7 (Confidentiality), 8.3 and 8.4 (Effect of Termination), 9 (Third Party Beneficiaries and PSMA Distribution as Agent) and 11 (General Terms).
  9. Third Party Beneficiaries and PSMA Distribution as Agent
    1. PSMA Distribution, PSMA Australia, Australia’s federal, state, territory and local governments and any other providers of source data for PSMA Data (including DigitalGlobe) are, to the extent permitted by law, intended third party beneficiaries of these Terms of Use and are entitled to rely on and enforce these Terms of Use in their own right.
    2. Should clause 9.1 be unenforceable, illegal or void, the Developer holds the benefit of the clauses concerning PSMA Distribution, PSMA Australia, Australia’s federal, state, territory and local governments and any other providers of source data for PSMA Data (including DigitalGlobe) on trust for PSMA Distribution, PSMA Australia, Australia’s federal, state, territory and local governments and any other providers of source data for PSMA Data (including DigitalGlobe).
    3. PSMA Distribution may be appointed as the Developer’s agent for the purposes of enforcing the terms of these Terms of Use. If that occurs, You will not challenge the validity of that appointment.
  10. Export Control
    1. Any export, re-export or retransfer of PSMA Data is subject to certain export control, sanctions and embargo laws. Accordingly, You will comply with all applicable export control laws, rules and regulations, as applicable at the time of use. The export, sanctions and embargo laws in effect may prohibit You from selling, reselling, exporting, re-exporting, trading, or otherwise transferring certain products and services with certain countries, entities and persons.
  11. General Terms
    1. Interpretation: Reference to:
      1. one gender includes the others;
      2. the singular includes the plural and the plural includes the singular;
      3. a person includes a body corporate;
      4. a party or a person includes the party’s or person’s executors, administrators, successors and permitted assigns;
      5. a thing includes the whole and each part of it separately; and
      6. a statute, regulation, code or other law or a provision of any of them includes:
        1. any amendment or replacement of it; and
        2. another regulation or other statutory instrument made under it, or made under it as amended or replaced.
    2. ‘Including’ and similar expressions are not words of limitation.
    3. Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
    4. Headings and any table of contents or index are for convenience only and do not form part of these Terms of Use or affect their interpretation.
    5. A term of these Terms of Use must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of these Terms of Use or the inclusion of the term in these Terms of Use.
    6. If an act must be done on a specified day which is not a business day, it must be done instead on the next business day.
    7. An obligation, representation or warranty in favour of more than one person is for the benefit of them separately and jointly.
    8. A party which is a trustee is bound both personally and in its capacity as a trustee.
    9. In the event of a conflict between these Terms of Use and any separate terms of use regarding the Application, these Terms of Use will prevail.
    10. Severability: If anything in these Terms of Use is unenforceable, illegal or void then it is severed and the rest of these Terms of Use remain in force.
    11. Waiver: A party’s failure or delay to exercise a right does not operate as a waiver of that right. The exercise of a right does not preclude either its exercise in the future or the exercise of any other right. A waiver is not effective unless it is in writing. A waiver is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.
    12. Electronic Signature: Accepting these Terms of Use by using the Application constitutes Your electronic signature of these Terms of Use. Your electronic signature of these Terms of Use has the same legal effect as a physical signature.
    13. Electronic Notice: All notices given in connection with these Terms of Use must be in writing, but may be provided electronically. The Developer may email notices to the email address You have provided to the Developer. Electronic delivery of a notice has the same legal effect as delivery of a physical copy. Notices will be deemed to have been received by You 24 hours after the time the notice is emailed to You. If You have problems viewing or accessing any notice, please contact the Developer to arrange another means of delivery.
    14. Entire Understanding: These Terms of Use are the entire agreement and understanding between the parties on everything connected with the subject matter of these Terms of Use and supersede any prior agreement or understanding on anything connected with that subject matter.
    15. Costs: Unless otherwise explicitly stated, each party must pay its own costs connected with the performance of any obligations or exercise of any rights under these Terms of Use.
    16. Further Assurance: Each party must promptly at its own cost do all things (including executing and if necessary delivering all documents) necessary or desirable to give full effect to these Terms of Use.
    17. Governing Law and Jurisdiction: The law of the Australian Capital Territory governs these Terms of Use and the parties submit to the non-exclusive jurisdiction of the courts of the Australian Capital Territory and of the Commonwealth of Australia.