This licence agreement is between GovConnex Pty Ltd (ABN 33 629 740 932) (the Licensor)(‘us’, ‘we’ and ‘our’) and the individual or company that GovConnex has agreed to supply the online and/or digital services and materials (the Licensee) (‘you’ and ‘your’).
On the date when an event under clause 7.2 occurs.
Means the terms and conditions set out in this document, including any annexures and schedules.
Australian Consumer Law
Means the provisions in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
A user that has been provided access to the Platform under this Agreement.
Means all information provided by one party to the other in connection with this Agreement where such information is identified as confidential at the time of its disclosure or ought reasonably be considered confidential based on its content, nature or the manner of its disclosure, but excluding:
information that enters the public domain or is disclosed to a party by a third party, other than through a breach of this Agreement; and
information developed independently by a party.
Means the text, images, audio, and video, source code, and object code comprising the Platform, and all data, transcripts, media releases, and other documents made available on the Platform.
Means any documents including all text, images, audio, and video, that is related to the Platform and created or collated by us.
Intellectual Property Rights
means all intellectual property rights, including all copyright, patents, trademarks, design rights, trade secrets, domain names, know-how and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.
GovConnex cloud software hosted at app.govconnex.com
1.1. We are the developer and operator of the Platform known as “GovConnex”.
1.2. The Platform is an online software product which provides political intelligence and relationship management software services to our Authorised Users:
1.2.1 The “political intelligence services” refers to our research and analytics capabilities of the Platform that provides Authorised Users with access, via the Platform, to data collated from a range of sources for the purpose of researching issues affecting your organisation; and
1.2.2. The “relationship management services” refers to the Platform’s features allowing Authorised Users log interactions with the Authorised User’s contacts within the Platform.
1.3. The precise capabilities of the Platform may vary from time to time. We will use methods such as emails and changes to the content on our website, to communicate the changes to the capabilities of the Platform. Your continued use of the Platform after the changes are implemented shall indicate your agreement to such changes.
1.4. The Platform includes features that allow Authorised Users to input, remove, change, and track certain information. Authorised Users are solely responsible for the information they upload into the Platform.
1.5. We are not responsible for backing up, or for any damage to or loss of any content uploaded to the Platform. We make no guarantees as to the uptime or availability of the Platform or any information contained within the Platform.
1.6. By subscribing to the Platform you acknowledge that it is fit for use for your purposes, that it is of acceptable quality for you, and agree that our fees and charges are reasonable.
1.7. You agree to use the Platform in accordance with acceptable use limitations and guidelines as may be communicated to you from time to time, and in accordance with this Agreement.
2. LICENCE AND RESTRICTIONS ON USE
2.2. We may disclose personal information to third parties that help us deliver our services (including information technology suppliers, communication suppliers and our business partners) or as required by law. If you do not provide this information, we may not be able to provide all of our services to you.
2.5. You are granted during the term of this Agreement, a non-exclusive, non-transferable, limited licence to access and use the services and materials available via the website (including the Platform if you are an Authorised User) from time to time to you for the internal purposes of (i) research or study, (ii) providing professional services to clients, and (iii) providing academic services to students.
2.6. You must not:
2.6.1. use the Platform in any way that could damage our reputation or the goodwill or other rights associated with the Platform;
2.6.2. except as expressly permitted by this Agreement or allowed by law (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions or as otherwise permitted by “open source” software licenses):
2.6.2.(a) reproduce, make error corrections to, or otherwise modify or adapt the Platform, the Documentation, or our website or create any derivative works based upon the Platform, the Documentation, or our website;
2.6.2.(b) de-compile, disassemble, or otherwise reverse engineer the Platform or our website or permit any third party to do so; or
2.6.3. modify or remove any copyright or proprietary notices on the Platform, the Documentation, or our website.
3. ACCESS AND SECURITY
3.1. We are not liable to you or anyone else if interference with or damage to your computer systems occurs in connection with the use of our website, the Platform, or a linked website. You must take your own precautions to ensure that whatever you select for your use of the Platform is free of viruses or anything else (such as worms or Trojan horses) that may interfere with or damage the operations of your computer systems.
3.2. We reserve the right to restrict, suspend or terminate your access to the Platform, any Content, or any feature of the Platform at any time and we will not be responsible for any loss, cost, damage, or liability that may arise as a result.
3.3. The user account issued by us to an Authorised User is personal and confidential to that Authorised User. If we suspect that any user account is being used by an unauthorised user or a different Authorised User to whom it was issued, that user account may be cancelled and you may be liable for additional charges in accordance with our current price list or catalogue for the applicable Services, in respect of any such unauthorised use.
4. INTELLECTUAL PROPERTY RIGHTS
4.1. Unless otherwise indicated, we own or license from third parties all rights, title, and interest (including Intellectual Property Rights) in the Platform and in all Content.
4.2. For avoidance of doubt, the Content does not include any information which you have input onto your instance of the Platform.
4.3. Your use of the Platform and use of and access to any Content does not grant or transfer any Intellectual Property rights, title, or interest to you in relation to the Platform or any of the Content. However, we do grant you a licence to access the website and view the Content on the terms and conditions set out in this Agreement and, where applicable, as expressly authorised by us or our third-party licensors.
4.4. Any reproduction or redistribution of the Platform or the Content is prohibited and may result in civil and criminal penalties. In addition, you must not copy the Content to any other server or location.
4.5. You may only use the Content in the following circumstances and forms:
4.5.1. to share the Content for analysis and research within your organisation;
4.5.2. to publish for third-party viewing, the results of any analysis or research you undertake using the Content; or
4.5.3. for other purposes subject to our prior written consent.
4.6. You acknowledge that the Platform may contain transcripts, policy papers, draft legislation, government publications, and media releases which may be subject of any licence agreement between us and a third party.
4.6.1. You further acknowledge that these materials may be subject to the terms and conditions of the relevant Commonwealth Government or State or Territory Government, or other third party that created or released the materials.
4.6.2. You agree to be bound by the terms and conditions of the licence of any third parties.
4.6.3. If there is any inconsistency between the terms of this Agreement and those of the Commonwealth Government or a State or Territory Government, or any third-party licensor, then the latter will prevail.
4.6.4. You agree to release us and hold us harmless from any liability, in the event of any claim by a third party for damage or loss arising from your use of data or information provided by a third party.
4.7. You may not remove or obscure the copyright notice or other notices contained in Content retrieved from the Platform.
4.8. Upon becoming an Authorised User of our Platform, you grant us an irrevocable, non-exclusive, royalty-free, world-wide licence to use your business or organisation’s logo for our marketing and promotional purposes.
5. UNACCEPTABLE ACTIVITY
5.1. You must not do any act that we would deem to be inappropriate, is unlawful, or is prohibited by any laws applicable to the Platform, including but not limited to:
5.1.1. using the Platform to defame or libel us, our employees or other individuals;
5.1.2. uploading files that contain viruses or other malicious software that may cause damage to our property or the property of third-parties;
5.1.3. using the Platform to assist any person who you know, or ought to suspect on a reasonable basis, are involved in any crime, espionage, terrorism, or interference with the electoral process of a country;
5.1.4. imposing an unreasonably large load on our information networks or servers;
5.1.5. probing, scanning, or otherwise testing the vulnerability of our infrastructure without our express prior written consent;
5.1.6. accessing or attempting to access the Platform or its Content by means other than the official website user interface that we provide to you; or
5.1.7. posting or transmitting to the Platform any non-authorised material including but not limited to material that, in our opinion:
22.214.171.124. is likely to annoy or harass a person;
126.96.36.199. is defamatory, racist, obscene, threatening, pornographic;
188.8.131.52. vilifies a person or group of persons based on their age, gender, nationality, political view, race, religious belief, or sexual orientation; or
184.108.40.206. may be detrimental to or may compromise the efficient operation, integrity, or security of our systems or a third party's systems.
5.2. You acknowledge that we have the right to:
5.2.1. take down any information you input onto the Platform; or
5.2.2. revoke your access to the Platform;
at our sole discretion and without notice, if we become aware or have reason to suspect, that you are in breach of clause 5.1. For avoidance of any doubt, we are not obliged to explain or provide any evidence to you regarding our decision under this clause.
6.1. You will pay us a subscription fee for use of the Platform in accordance with the signed quote document or checkout page on our website (Subscription Fee).
6.2. Our invoices for the Subscription Fee and any other fees and charges, are submitted monthly, yearly, or any other period agreed between you and us in writing, in advance. You must pay us within fifteen (15) business days after receipt of our invoice, unless we expressly agree to a longer period.
6.3. We reserve the right to terminate your access to the Platform if any of our invoices is overdue by more than twenty (20) business days.
7. SUBSCRIPTION ACTIVATION AND RENEWAL
7.1. You may apply to us for a subscription to become an Authorised User on a:
7.1.1. annual basis or for a longer period as per our quotation (Annual Subscription); or
7.1.2. month-by-month (Monthly Subscription).
7.2. Your subscription will be activated and you shall become an Authorised User upon:
7.2.1. for Annual Subscription, by accepting this Agreement; or
7.2.2. for Monthly Subscription, by signing our quotation
7.3. The duration of this Agreement shall begin on the date your subscription is activated and:
7.3.1 for Annual Subscription: end 12 months thereafter or a longer period as per our quotation; or
7.3.2. for Monthly Subscription: end one month thereafter;
as the case may be (Subscription Period).
7.4. This Agreement will automatically renew at the end of the Subscription Period for an additional period equal to the length of the Subscription Period, unless otherwise agreed by the parties in writing or unless you provide us with notice of termination in accordance with clause 8. Once renewed, the Subscription Period shall increase by the renewed period of this Agreement.
7.5. For the purposes of the renewal referred to in clause 7.4, you authorise us to automatically debit your nominated bank account or credit card the relevant Subscription Fee at the time of renewal.
7.6. You must ensure that all information you have submitted to us as part of the subscription process, including but not limited to your contact details for service of notices, and your nominated bank account or credit card details, are kept up to date.
8.1. Termination generally
8.1.1 You may terminate this Agreement by giving us written notice:
220.127.116.11. at least 14 days before the end of the Subscription Period, for a Monthly Subscription; or
18.104.22.168. Subject to clause 8.2, at least 30 days before the end of the Subscription Period, for an Annual Subscription.
8.1.2. Upon termination, your subscription will not be renewed for any additional periods and your access as an Authorised User will be terminated.
8.1.3. All monies owing for the current Subscription Period shall become immediately due and payable.
8.2. Early termination of Annual Subscription
8.2.1. You must not terminate this Agreement with over one (1) month remaining on an Annual Subscription.
8.2.2. If you terminate this Agreement contrary to clause 8.2.1, you must pay the Subscription Fees for the remainder of the Subscription Period of your Annual Subscription, or if the Subscription Fee for the whole Subscription Period was paid to us in advance, you agree that we are entitled to retain the Subscription Fee in full.
8.2.3. You acknowledge and agree that your payment obligation and our retention rights under clause 8.2.2 above is a reasonable pre-estimate of our loss arising from your early termination.
8.3. Termination for breach or insolvency
Either party may terminate this Agreement by giving 14 days written notice to the other party if any of the following events has occurred in respect of the other party:
8.3.1. a material breach of this Agreement which:
8.3.1.(a) is not remediable; or
8.3.1.(b) if capable of remedy, is not remedied by the other party within 14 days of the written notice; or
8.3.2. an insolvency event occurs, other than an internal reconstruction with notice to the other party.
9. WARRANTIES AND DISCLAIMERS
9.1. While we use all reasonable efforts to ensure the accuracy and completeness of the information on the Platform, we make no warranty regarding the accuracy or currency of the information on the Platform.
9.2. We may, from time to time and without notice, change or add to the Platform or the information on the Platform. We are not liable to you or anyone else if errors occur in the information on our website or the Platform, or if that information is not up-to-date.
9.3. Our website and the 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 do not endorse and are not responsible for the content on those linked websites and have no control over or rights in those linked websites.
9.4. We make no warranties or representations that access to the Platform will be uninterrupted or error-free or free from viruses, or that the Platform will be secure.
9.5. Nothing in this Agreement is intended to contract out of our obligations under the Australian Consumer Law in circumstances where the Australian Consumer Law applies between you and us. If any provision in this Agreement conflicts with the Australian Consumer Law in such circumstances, the relevant provision in the Australian Consumer Law shall apply to the extent of any conflict.
10.1. To the maximum extent permitted by law, in no event shall we be liable for any direct and indirect loss, damage, or expense – irrespective of the manner in which it occurs – which may be suffered due to:
10.1.1. your use of our website, the Platform, or any of the Content; or
10.1.2. the inaccessibility of the Platform; or
10.1.3. the fact that certain information or materials contained on the Platform are incorrect, incomplete, or not up-to-date.
10.2. In the event that we are found liable to you for any damage or loss or expense connected with the Platform or its Contents, our liability to you shall be limited – to the fullest extent permitted by law – to the amount of Subscription Fees that you have paid to us during the 12 months immediately prior to your claim against us such for such liability.
11.1. You will indemnify us, our directors, officers, employees, agents, and contractors in full against any liability, loss, damages, costs, and expenses as a result of or in connection with your use of the Platform, including but not limited to, any modification by you of the Platform or any Content within it which causes the Platform or any Content to infringe the intellectual property rights of a third party.
12. JURISDICTION AND GOVERNING LAW
12.1. This Agreement and your use of the Platform is governed by the law of New South Wales and you submit to the exclusive jurisdiction of the courts exercising jurisdiction in New South Wales.
13.1. A party must not, without the prior written consent of the other, use or disclose the other party's Confidential Information unless expressly permitted by this Agreement or required to do so by law or any regulatory authority.
13.2. A party may:
13.2.1. use the Confidential Information of the other party solely for the purposes of complying with its obligations and exercising its rights under this Agreement; and
13.2.2. disclose the Confidential Information to its personnel or advisers to the extent necessary for them to know the information for purposes related to this Agreement, but only if reasonable steps are taken to ensure that the confidentiality of the information is retained.
13.3. Each party must implement and maintain effective security measures to prevent unauthorised use and disclosure of the other party's Confidential Information while it is in the receiving party's possession or control.
13.4. Each party must return, or at the other party's option destroy, all Confidential Information of the disclosing party in the receiving party's possession or control, on the earlier of the party’s request or on termination of this Agreement for any reason.
14.1. Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.
15.2. A notice is deemed to be received on the next business day after the day written notice is given.
15.3. A notice that we send to you will be deemed to have been effectively given if it was sent to your nominated email address in your account profile at the time we send the notice.
16.1. You must not assign, sublicense, or otherwise deal in any other way with any of your rights under this Agreement without our prior written consent.
16.2. Nothing contained in this Agreement creates any relationship of partnership, or joint venture, or agency between the parties.
16.3. Each party must at its own expense do everything reasonably necessary to give full effect to this Agreement and the events contemplated by it.
16.4. This Agreement (and any documents executed in connection with it) is the entire agreement of the parties about its subject matter and supersedes all other representations, arrangements, or agreements. Other than as expressly set out in this Agreement, no party has relied on any representation made by or on behalf of the other.
16.5. All provisions in this Agreement relating to Intellectual Property, Confidentiality, Warranties and Disclaimers, Liability, Indemnity, and Termination shall survive the expiry or termination of this Agreement. Any other provision which, by its nature, is intended to survive or cannot be effective without survival, shall also survive the expiry or termination of this Agreement.
16.6. This Agreement may be amended only by:
16.6.1. a written document detailing the amendment, signed by all parties; or
16.6.2. by us notifying you in writing that the Agreement has been amended, providing you with the text or online link to the amended agreement, and accepted by you by continuing to use the Platform or paying the subscription fee (or any part of it).
16.7. This Agreement may be:
16.7.1. executed in counterparts which will be taken together to constitute one document; or
16.7.2. presented to you electronically and accepted by you by any electronic method (including but not limited to clicking a button or checkbox indicating your acceptance).